SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant X
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Filed by a Party other than the Registrant
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Check the appropriate box:
Preliminary Proxy Statement
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
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DELAWARE GROUP DIVIDEND & INCOME FUND, INC.
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(Name of Registrant as Specified In Its Charter)
George M. Chamberlain, Jr.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
X
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$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
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Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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1) Title of each class of securities to which
transaction applies:
N/A
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2) Aggregate number of securities to which transaction
applies:
N/A
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3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:(1)
N/A
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4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
Check box if any part of the fee is offset as provided by
- --- Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
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3) Filing Party:
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4) Date Filed:
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant X
-----
Filed by a Party other than the Registrant
-----
Check the appropriate box:
Preliminary Proxy Statement
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
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DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND, INC.
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(Name of Registrant as Specified In Its Charter)
George M. Chamberlain, Jr.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
X
- ---
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
- ---
Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
- ---
1) Title of each class of securities to which
transaction applies:
N/A
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2) Aggregate number of securities to which transaction
applies:
N/A
-------------------------------------------------------
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:(1)
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
Check box if any part of the fee is offset as provided by
- --- Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
N/A
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3) Filing Party:
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4) Date Filed:
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DELAWARE GROUP DIVIDEND AND
INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND
AND INCOME FUND, INC.
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PROXY STATEMENT
Notice of Joint
Annual Meeting
of Shareholders
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JUNE 14, 1996
DELAWARE
GROUP
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DELAWARE GROUP
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1818 Market Street, Philadelphia, Pennsylvania 19103
COMBINED PROXY STATEMENT AND NOTICE OF JOINT ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 14, 1996
AT THE UNION LEAGUE OF PHILADELPHIA
140 SOUTH BROAD STREET, PHILADELPHIA, PA 19102
To the Shareholders of:
Delaware Group Dividend and Income Fund, Inc.
Delaware Group Global Dividend and Income Fund, Inc.
This is your official notice that the Joint Annual Meeting (the
"Meeting") of Shareholders of Delaware Group Dividend and Income
Fund, Inc. and Delaware Group Global Dividend and Income Fund, Inc.
(collectively the "Funds" and individually the "Fund") will be held
at the Union League of Philadelphia, 140 South Broad Street,
Philadelphia, PA 19102 on Friday, June 14, 1996 at 10:00 a.m. This
Proxy Statement and the enclosed form of proxy are expected to be
mailed to shareholders on or about April 29, 1996.
You are cordially invited, and urged, to attend the meeting. Whether
or not you will be able to attend the Meeting, you are urged to sign
and mail the accompanying form of proxy. EACH FUND WILL VOTE
SEPARATELY ON EACH ITEM SET FORTH BELOW.
The purposes of the Meeting are as follows:
1. To elect six Directors of each Fund.
2. To ratify or reject the selection of Ernst & Young LLP as
independent auditors for each Fund.
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Please note that the form of proxy provides a space on which you may
grant or withhold authority to vote in the election of directors and
to vote for or against the ratification of the selection of auditors.
PROXIES THAT ARE PROPERLY EXECUTED BUT NOT OTHERWISE MARKED WILL BE
VOTED "FOR" THE ELECTION OF THE PROPOSED DIRECTORS AND "FOR" THE
RATIFICATION OF THE SELECTION OF AUDITORS.
The Boards of Directors have designated April 12, 1996 as the record
date for shareholders entitled to vote at this Meeting. You may cast
one vote for each full share and a fractional vote for each
fractional share that you held at the close of business on that day.
Your proxy with respect to either Fund is revocable by you at any
time by notifying the Fund in writing or by signing another proxy.
Signing a proxy will not affect your right to attend the Meeting and
vote your shares in person or to give a later proxy.
/s/Wayne A. Stork
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Wayne A. Stork
Chairman
April 29, 1996
PROXY STATEMENT
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
THE BOARD OF DIRECTORS OF DELAWARE GROUP DIVIDEND AND INCOME FUND,
INC. AND OF DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
(COLLECTIVELY THE "FUNDS" AND INDIVIDUALLY THE "FUND"), RESPECTIVELY,
IS SOLICITING YOUR PROXY TO BE VOTED AT THE JOINT ANNUAL MEETING OF
SHAREHOLDERS (THE "MEETING") TO BE HELD ON FRIDAY, JUNE 14, 1996 AT
THE UNION LEAGUE OF PHILADELPHIA, 140 SOUTH BROAD STREET,
PHILADELPHIA, PA 19102 AT 10:00 A.M. AND ANY ADJOURNMENTS THEREOF.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, THE BOARD OF
DIRECTORS OF YOUR FUND URGES YOU TO SIGN AND RETURN THE PROXY FORM
WHICH ACCOMPANIES THIS PROXY STATEMENT.
Signing a proxy form does not affect your right to attend the
Meeting and vote your shares in person, or your right to revoke this
proxy or to sign a later proxy. Your proxy will help assure the
presence of a quorum, however, and may help avoid the additional
expense of a further proxy solicitation. Proxies will be voted in
accordance with the instructions thereon, if any, and if no direction
is made, proxies that are properly executed will be voted "FOR" each
of the nominees for election as director and "FOR" the ratification
of the selection of auditors. The proxies are authorized to vote in
their discretion on any other matters which may properly be acted
upon at this Meeting or any adjournment thereof. Under Maryland law
and the Funds' constituent documents, abstentions and broker votes on
routine matters will be included for purposes of determining whether
a quorum is present at the Meeting. Abstentions do not count as
votes received, but have the same effect as casting votes against
proposals that require the vote of a majority of the shares present
at a meeting, provided a quorum exists. Broker non-votes (the
failure of brokers to vote shares on matters which they have
authority to vote) are counted for purposes of determining whether a
quorum is present at the Meeting, but they are not counted as votes
received at such Meeting for any proposal.
This solicitation is being made largely by mail on behalf of the
Boards of Directors of the Funds, but may also be made by officers or
employees of the Funds and may include telephonic, telegraphic or
personal interviews. The cost of the solicitation is being borne by
the Funds. The Funds may reimburse banks, brokers or dealers for
their reasonable expenses in forwarding soliciting materials to
beneficial owners of the Funds' shares. This Proxy Statement and the
accompanying proxy card(s) are expected to be mailed to shareholders
on or about April 29, 1996.
Your proxy with respect to a Fund is revocable by you at any
time by notifying that Fund in writing at its principal executive
office at 1818 Market Street, Philadelphia, Pennsylvania 19103.
Shareholders retain the right to attend the Meeting and to vote their
shares in person. Shareholders of record at the close of business on
April 12, 1996 will be entitled to cast one vote for each full share
then held and a fractional vote for each fractional share then held.
As of that date, Delaware Group Dividend and Income Fund, Inc. had
14,307,000 shares outstanding, and Delaware Group Global Dividend and
Income Fund, Inc. had 6,650,647 shares outstanding.
Proposal 1
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ELECTION OF DIRECTORS
Six directors have been nominated for election to each Board as
the entire Board of Directors to hold office until the next Annual
Meeting of Shareholders or Special Meeting called for the purpose of
electing directors and until their successors shall have been elected
and shall have qualified. The nominees are: Wayne A. Stork,* Walter
P. Babich, Anthony D. Knerr, Ann R. Leven, W. Thacher Longstreth and
Charles E. Peck. All of these nominees are present members of the
Boards of Directors. It is not expected that any nominee will
withdraw or become unavailable for election, but in case this should
happen, the power given in the proxy may be used to vote for a
substitute nominee or nominees as recommended by the existing Boards
of Directors. Delaware Group Dividend and Income Fund, Inc. had nine
board meetings during its most recently completed fiscal year and
Delaware Group Global Dividend and Income Fund, Inc. had ten board
meetings during its most recently completed fiscal year. All of the
present directors attended at least 75% of those meetings.
Each Fund has a nominating committee for the purpose of
proposing a list of nominees to the disinterested directors for
selection and nomination for election at annual meetings of
shareholders. This committee consists of three directors appointed
by the Board, two of whom are not affiliated with the Funds'
investment manager, Delaware Management Company, Inc. ("DMC"), and,
therefore, are not interested directors of the Funds. The selection
and nomination of the disinterested directors is committed to the
discretion of the disinterested directors. The disinterested
directors serve in rotation. The same persons comprise the
nominating committee of both Funds. At the inception of the Fund's
most recently completed fiscal year, the committee consisted of
Leonard M. Harlan, a former director and "interested person" of the
Funds, John J. Connolly, Ed.D., a former director of the Funds, and
Walter P. Babich Messrs. Harlan and Connolly ceased being members of
the Boards of Directors, and thus the nominating committee, on March
29, 1995 and January 28, 1995, respectively. This committee met once
during that period for the purpose of determining a proposed list of
nominees. In November 1995, the Boards of Directors selected Wayne
A. Stork,* Walter P. Babich and Ann R. Leven, as the nominating
committee for the period November 1995 through November 1996. This
committee met once for the purpose of determining a proposed list of
nominees for this Meeting. The committee presented the proposed list
to the disinterested directors at their meeting on February 15, 1996.
In conjunction with the merger of LNC and DMH, which is
described under Other Information - Investment Manager on page __ and
in order to comply with section 15(f) of the Investment Company Act
of 1940 (the "1940 Act"), the Boards of Directors of the Funds were
been reconstituted so that at least 75% of the directors are not
"interested" persons of Lincoln National Corporation ("LNC"), DMH or
their respective affiliates for a three-year period.
*Director affiliated with the investment manager of the Funds and,
therefore, considered an "interested person" of the Funds as
defined in the Investment Company Act of 1940.
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Pursuant to arrangements with Delaware Management Holdings, Inc.
("DMH"), DMC's indirect parent, DMH has agreed to use reasonable
efforts, consistent with the restrictions of the 1940 Act, and
subject to fiduciary obligations of DMH and its affiliates, to have
Mr. Stork, a director and employee of the Funds, retain his position
as chairman of the Boards of Directors of the Funds. The agreement
has no binding effect on the Funds or their shareholders. The
nominating committee will consider suggestions for nominations from
shareholders. Shareholders who wish to suggest candidates for
nomination to the Boards of Directors at any future annual meeting
should identify the candidate and furnish a statement of the person's
qualifications, in writing, to the nominating committee at the
principal executive office of the Funds.
Set forth are the current members of each Board of Directors and
nominees for election as directors, their ages and their business
backgrounds. Each of the current directors became a director of each
Fund in 1993.
Selected Information Concerning the Boards of Directors
Nominees
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Name/Age/Position with Funds/Business Experience
*Wayne A. Stork (58) Chairman, President, Chief Executive Officer,
Director and/or Trustee of the Funds, 14 other funds in the Delaware
Group (which excludes Delaware Pooled Trust, Inc.), Delaware
Management Holdings, Inc., DMH Corp., Delaware International Holdings
Ltd. and Founders Holdings, Inc.; Chairman and Director of Delaware
Pooled Trust, Inc., Delaware Distributors, Inc., Delaware Capital
Management, Inc. and Delaware Investment and Retirement Services,
Inc.; Chairman, President, Chief Executive Office, Chief Investment
Officer and Director of Delaware Management Company, Inc.; Chairman,
Chief Executive Officer and Director of Delaware International
Advisers Ltd.; and Director of Delaware Service Company, Inc. During
the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware organization.
Walter P. Babich (68) Director and/or Trustee of the Funds and each
of the other 15 funds in the Delaware Group; Board Chairman, Citadel
Constructors, Inc., 1988 to present; Partner, I&L Investors, 1988-
1991; Partner, Irwin & Leighton Partnership (building construction),
1986-1988.
Anthony D. Knerr (57) Director and/or Trustee of the Funds and each
of the other 15 funds in the Delaware Group; Founder and Managing
Director, Anthony Knerr & Associates, 1991 to present; Chairman, The
Publishing Group, Inc., 1988-1990; Executive Vice President/Finance
and Treasurer, Columbia University, 1982-1988; Lecturer for English,
Columbia University, 1987-1989.
*Director affiliated with the investment manager of the Funds and,
therefore, considered an "interested person" of the Funds as
defined in the 1940 Act.
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Selected Information Concerning the Boards of Directors
Nominees
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Name/Age/Position with Fund/Business Experience
Ann R. Leven (55) Director and/or Trustee of the Funds and each of
the other 15 funds in the Delaware Group; Treasurer, National Gallery
of Art, 1994 to present; Deputy Treasurer, National Gallery of Art,
1990-1994; Adjunct Professor, Columbia Business School, 1975-1992;
Treasurer and Chief Fiscal Officer, Smithsonian Institution, 1984-
1990; Director of various funds sponsored by Aquila Management
Corporation, 1985 to present.
W. Thacher Longstreth (75) Director and/or Trustee of the Funds and
each of the other 15 funds in the Delaware Group; Philadelphia City
Councilman, 1984 to present; Consultant, Packard Press 1988 to
present; President, MLW, Associates, 1983 to present; Director
Emeritus, Tasty Baking Company, 1991 to present; Director, Tasty
Baking Company, 1968-1991; Director, Healthcare Services Group, 1983
to present; Vice Chairman, The Winchell Company, 1983-1988.
Charles E. Peck (70) Director and/or Trustee of the Funds and each of
the other 15 funds in the Delaware Group; Secretary/Treasurer,
Enterprise Homes, Inc., 1992 to present; Chairman and Chief Executive
Officer, The Ryland Group, Inc., 1981-1990.
Standing Committees
In addition to the nominating committee described on page ,
each Fund has an audit committee for the purpose of overseeing the
quality of financial reporting and the internal controls of the Fund
and for such other purposes as the Board of Directors may from time
to time direct. The committee consists of three directors appointed
by the Board, all of whom are considered to be "disinterested
persons" under the 1940 Act. Members of the audit committee serve
for three years or until their successors have been appointed and
qualified. The audit committee for each Fund consists of Walter P.
Babich, Anthony D. Knerr and Ann R. Leven; Ms. Leven serves as the
Chairperson. Each member of the audit committee has served for a
three-year term and each continues to serve. During the last fiscal
year of each Fund, the audit committee met in December of 1994 and
February, June and November of 1995 to review internal audit reports,
receive reports on internal control systems and plan for the audits
of the Funds by the independent auditors. The Boards of Directors
have no compensation committees.
Officers
Exhibit A lists the Executive Officers of the Funds, their ages,
positions, five years' business experience and the date they first
took office. The Board of Directors and Senior Management of the
Funds appoint officers each year and from time to time as necessary.
The following officers of each Fund are also officers of DMC. Their
positions with each Fund are shown next to their names: Wayne A.
Stork (Chairman, President, Chief Executive Officer and Director);
Winthrop S. Jessup (Executive Vice President); Richard G. Unruh, Jr.
(Executive Vice President); Paul E. Suckow (Executive Vice
President/Chief Investment Officer - Fixed Income); David K. Downes
(Senior Vice President, Chief Administrative Officer and Chief
Financial Officer); George M. Chamberlain, Jr. (Senior Vice
President/ Secretary); Joseph H. Hastings (Vice President/Corporate
Controller); Michael P. Bishof (Vice President/ Treasurer); Lisa O.
Brinkley (Vice President/Compliance); Steven T. Lampe (Vice
President/Taxation); Richard J. Flannery (Vice President); Eric E.
Miller (Vice President/Assistant Secretary); Richelle S. Maestro
(Vice President/Assistant Secretary); John M. Zerr (Vice
President/Assistant Secretary); Rosemary E. Milner (Vice
President/Legal); Bruce A. Ulmer (Vice President/Director of Internal
Audit); Bernard P. Schaffer (Vice President/Senior Portfolio
Manager); Paul A. Matlack (Vice President/Senior Portfolio Manager);
Gerald T. Nichols (Vice President/Senior Portfolio Manager); Michael
J. Ryan (Vice President/Trading); and Robert C. Whiteman (Vice
President/Fixed Income Trading). Wayne A. Stork is also an officer
and a director of Delaware International Advisers Ltd., Delaware
Group Global Dividend and Income Fund, Inc.'s sub-adviser.
While in the employ of Oppenheimer Management Corporation, Mr.
Paul E. Suckow was the subject of an Administrative Proceeding
brought by the U.S. Securities and Exchange Commission ("SEC"). As a
result of this proceeding, Mr. Suckow was found to have violated
Section 34(b) of the 1940 Act by failing properly to disclose
material facts in certain books and records. By order of the
Commission dated December 1, 1992, Mr. Suckow was suspended from the
business for 120 days.
Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires that directors, certain officers, and
persons who own more than ten percent of each Fund's common stock, as
well as each Fund's investment advisers and certain affiliated
persons of those investment advisers, file with the SEC and the New
York Stock Exchange reports of their ownership and changes in
ownership of such common stock on Forms 3, 4 and 5. Such filing
persons are required by SEC regulations to furnish to each Fund
copies of all Forms 3, 4 and 5 that they file.
Based upon a review of these filings and certain written
representations from such persons that no other reports were required
to be filed, the Funds believe that, except as noted, the
requirements of Section 16 were met. Each Fund notes that Forms 3
were not filed on a timely basis on behalf of LNC, an affiliate of
DMC, or Michael P. Bishof, Vice President and Treasurer of each Fund.
In addition, Delaware Group Global Dividend and Income Fund, Inc.
notes that a Form 4 to report one transaction was not filed on a
timely basis on behalf of W. Thacher Longstreth, a director of each
Fund.
As of January 31, 1996, W. Thacher Longstreth owned 1,000 shares
of Delaware Group Dividend and Income Fund, Inc. and 1,000 shares of
Delaware Group Global Dividend and Income Fund, Inc. In addition,
all directors as a group owned 12,776,572 shares in all the funds of
the Delaware Group.
As of January 31, 1996, all directors and executive officers of
each Fund, as a group, owned 7,736 (.05%) of the outstanding shares
of Delaware Group Dividend and Income Fund, Inc., and 3,055 (.05%) of
the outstanding shares of Delaware Group Global Dividend and Income
Fund, Inc.
Remuneration of Directors
Set forth below is a Compensation Table listing, for each
director, the aggregate compensation received from each Fund and the
total compensation received from all funds in the Delaware Group for
the fiscal year ended November 30, 1995, and an estimate of annual
benefits to be received upon retirement under the Delaware Group
Retirement Plan for Directors/Trustees.
Pension or
Aggregate Aggregate Retirement
Compensation Compensation Benefits
from Delaware from Delaware Accrued
Group Group Global as Part of
Dividend Dividend and each Fund's
Name and Income Income Fund, Expenses
Fund, Inc. Inc.
W. Thacher Longstreth $3,029 $3,029 None
Ann R. Leven $3,455 $3,455 None
Walter P. Babich $3,510 $3,510 None
Anthony D. Knerr $3,298 $5,264 None
Charles E. Peck $3,029 $3,029 None
Estimated
Annual
Benefits
Upon Total
Retirement Compensation
from all 17 from all 17
Delaware Group Delaware
Name Funds* Group Funds**
W. Thacher Longstreth $30,000 $58,188
Ann R. Leven $30,000 $66,324
Walter P. Babich $30,000 $67,324
Anthony D. Knerr $30,000 $62,613
Charles E. Peck $30,000 $58,188
* Under the terms of the Delaware Group Retirement Plan for
Directors/Trustees, each disinterested director who, at the time
of his or her retirement from the Board, has attained the age of
70 and served on the Board for at least five continuous years,
is entitled to receive payments from each fund in the Delaware
Group for a period equal to the lesser of the number of years
that such person served as a director or the remainder of such
person's life. The amount of such payments will be equal, on an
annual basis, to the amount of the annual retainer that is paid
to directors of each fund at the time of such person's
retirement. If an eligible director retired as of April 18,
1996, he or she would be entitled to annual payments totaling
$30,000, in the aggregate, from all of the funds in the Delaware
Group, based on the number of funds in the Delaware Group as of
that date.
** Each disinterested director received a fee of $15,000 for
serving on a non-recurring special committee, and such fee is
included as part of his or her total compensation.
Required Vote
As to each director of a Fund, a plurality of all votes cast by
shareholders of such Fund, shall be required to elect such director.
This means that the six nominees receiving the largest number of
votes will be elected.
Proposal 2
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RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of each Fund has selected Ernst & Young
LLP ("E&Y") as independent auditors of such Fund for the current
fiscal year and shareholders are asked to ratify this selection. A
representative from E&Y will be present at the Meeting. The
representative of E&Y will have an opportunity to make a statement if
he or she desires to do so and will be available to respond to
appropriate questions. The Funds' audit committees meet periodically
with the representatives of E&Y to receive reports from E&Y and plan
for the Funds' audits.
Required Vote
The affirmative vote of a majority of each Fund's shares
represented at the Meeting is required to ratify the selection of E&Y
as independent auditors for such Fund.
Recommendation of the Boards of Directors
The Board of Directors of each Fund recommends that the
shareholders of that Fund ratify the selection of E&Y as independent
auditors for such Fund for the current fiscal year.
OTHER INFORMATION
Investment Manager
Delaware Management Company, Inc., One Commerce Square,
Philadelphia, PA 19103, serves as investment manager to each Fund.
Delaware International Advisers Ltd. ("Delaware International"),
Veritas House, 3rd Floor, 125 Finsbury Pavement, London, England EC2A
1NQ, serves as sub-adviser to Delaware Group Global Dividend and
Income Fund, Inc.
DMH, through its wholly-owned subsidiary DMH Corp., owns 100% of
the voting securities of DMC. DMH, also through its wholly-owned
subsidiary DMH Corp., directly owns 81.1% of the voting securities of
Delaware International and indirectly owns the remaining 18.9% of the
voting securities of Delaware International through DMH Corp.'s
wholly-owned subsidiary, Delaware International Holdings Ltd. LNC,
through its wholly-owned subsidiary Lincoln National Investment
Companies, Inc., owns 100% of the outstanding shares of common stock
of DMH, and may be deemed to control DMH. The address of DMH is One
Commerce Square, Philadelphia, PA 19103. The address of DMH Corp. is
Foulkstone Plaza, 1403 Foulk Road, Suite 102, Wilmington, DE 19803.
The address of Delaware International Holdings Ltd. is Clarendon
House, Church Street West, Hamilton HM DX, Bermuda. The address of
LNC and Lincoln National Investment Companies, Inc. is 200 East
Berry Street, Fort Wayne, IN 46802.
On April 3, 1995, DMH and LNC merged and DMH became an indirect,
wholly-owned subsidiary of LNC. In connection with the merger (the
"Merger"), cash consideration of $301 million was paid to the holders
of DMH common stock, options, warrants, phantom stock and phantom
stock equivalents ("DMH Equity"). The cash consideration was
allocated to holders of DMH Equity so that each such holder received
the same amount per share (on a fully-diluted basis) after deducting
from the amounts payable to the holders of DMH options and warrants
the exercise price of the options or warrants.
In addition to the $301 million of cash consideration, the
holders of DMH Equity are entitled to receive, subject to the
satisfaction of certain conditions, a contingent payment of up to a
maximum $22.5 million on June 1, 1997. The amount of this contingent
payment will depend upon the cumulative management revenues (i.e.,
investment management and advisory or sub-advisory fees) of DMH
during the period April 1, 1995 through March 31, 1997 (the
"Measurement Period"). If the cumulative management revenues during
the Measurement Period do not exceed $245.6 million, no contingent
payment will be made. If cumulative management revenues exceed that
amount, then a contingent payment will be made by LNC in an amount
determined by multiplying $22.5 million by a fraction, the numerator
of which will be the amount by which cumulative management revenues
during the Measurement Period exceed $245.6 million, and the
denominator of which is $26.9 million. Wayne A. Stork received
approximately 3.9% of the consideration that was paid on April 3,
1995 as a holder of DMH Equity and will receive contingency payments,
if any are made.
In connection with the Merger, Wayne A Stork (Chairman,
President, Chief Executive Officer and Director of DMH; Chairman,
President, Chief Executive Officer, Chief Investment Officer and
Director of DMC; Chairman, President, Chief Executive Officer and
Director of each Fund; and Chairman, Chief Executive Officer and
Director of Delaware International) executed an employment agreement
with DMH and LNC, providing that he will continue in the employ of
DMH for a period of approximately four years from the date of the
Merger.
Administrator
Princeton Administrators, L.P., 800 Scudders Mill Road,
Plainsboro, NJ 08536, serves as administrator to each Fund.
Shareholder Proposals
If a Fund holds an annual meeting of shareholders in 1997,
shareholder proposals for that meeting must be received no later than
December 30, 1996. Such proposals should be sent to the Fund,
directed to the attention of its Secretary, at its principal
executive office.
The most recent Annual and Semi-Annual Reports for each Fund are
available at no cost to its shareholders, upon written or oral
request by contacting the respective Fund at 1818 Market Street,
Philadelphia, Pennsylvania 19103, or by calling 1-800-523-4640.
The following shareholders owned the percentages listed of the
Funds as of January 31, 1996: Cede & Co., P.O. Box 20, Bowling Green
Station, New York, NY 10004, owned 13,926,999 shares, which was
97.34% of the outstanding shares of Delaware Group Dividend & Income
Fund, Inc.; and Cede & Co., P.O. Box 20, Bowling Green Station, New
York, NY 10004, owned 6,386,883 shares, which was 96.03% of the
outstanding shares of Delaware Group Global Dividend & Income Fund,
Inc. The Funds have been advised that the shares held by Cede & Co.
as the record owner are for the benefit of others.
/s/Wayne A. Stork
-----------------
Wayne A. Stork
Chairman
April 29, 1996
EXHIBIT A
EXECUTIVE OFFICERS OF THE FUNDS
The following individuals are executive officers of the Funds:
OFFICER AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
Wayne A. Stork 58 Mr. Stork serves as Chairman, President,
Chief Executive Officer, Director and/or
Trustee for the Funds and 14 other funds in
the Delaware Group (which excludes Delaware
Pooled Trust, Inc.). Mr. Stork also serves
as Chairman, President, Chief Executive
Officer and Director for Delaware Management
Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders
Holdings, Inc.; Chairman and Director for
Delaware Distributors, Inc., Delaware
Capital Management, Inc., Delaware
Investment & Retirement Services, Inc. and
Delaware Pooled Trust, Inc.; Chairman,
President, Chief Executive Officer, Chief
Investment Officer and Director for Delaware
Management Company, Inc.; Chairman, Chief
Executive Officer and Director for Delaware
International Advisers Ltd.; and Director
for Delaware Service Company, Inc. During
the past five years, Mr. Stork has served in
various executive capacities at different
times within the Delaware organization.
Winthrop S. Jessup 50 Mr. Jessup has served as Executive Vice
President for the Funds since their
inception in 1993 and for each of the other
funds in the Delaware Group (except Delaware
Pooled Trust, Inc.) since 1988, except he
has served as Executive Vice President for
Delaware Group Global & International Funds,
Inc. since 1991. Mr. Jessup also serves as
Executive Vice President for Delaware
Management Holdings, Inc.; President and
Chief Executive Officer for Delaware Pooled
Trust, Inc.; President and Director for
Delaware Capital Management, Inc.; Executive
Vice President and Director for DMH Corp.,
Delaware Management Company, Inc., Delaware
International Holdings Ltd. and Founders
Holdings, Inc.; Vice Chairman and Director
for Delaware Distributors, Inc.; Vice
Chairman for Delaware Distributors, L.P.;
and Director for Delaware Management Trust
Company, Delaware Service Company, Inc.,
Delaware International Advisers Ltd. and
Delaware Investment & Retirement Services,
Inc. During the past five years, Mr. Jessup
has served in various executive capacities
at different times within the Delaware
organization.
EXECUTIVE OFFICERS OF THE FUNDS
OFFICER AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
Richard G. Unruh, 56 Mr. Unruh has served as Executive Vice
Jr. President for the Funds and each of the
other funds in the Delaware Group since
1994. Mr. Unruh also serves as Executive
Vice President and Director for Delaware
Management Company, Inc.; Senior Vice
President for Delaware Management Holdings,
Inc.; and Director for Delaware
International Advisers Ltd. During the past
five years, Mr. Unruh has served in various
executive capacities at different times
within the Delaware organization.
Paul E. Suckow 48 Mr. Suckow has served as Executive Vice
President/Chief Investment Officer, Fixed
Income for the Funds and each of the other
funds in the Delaware Group since 1995
(previously he was Senior Vice
President/Chief Investment Officer, Fixed
Income for the Funds and each of the other
funds in the Delaware Group). Mr. Suckow
also serves as Executive Vice
President/Chief Investment Officer, Fixed
Income for Delaware Management Company,
Inc.; Senior Vice President/Chief Investment
Officer, Fixed Income for Delaware
Management Holdings, Inc.; Senior Vice
President and Director for Founders
Holdings, Inc.; and Director for Founders
CBO Corporation. Before returning to the
Delaware Group in April 1993, Mr. Suckow was
Executive Vice President and Director of
Fixed Income for Oppenheimer Management
Corporation, New York, NY from May 1985 to
November 1992. Prior to that, Mr. Suckow
was a fixed income portfolio manager for the
Delaware Group.
EXECUTIVE OFFICERS OF THE FUNDS
OFFICER AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
David K. Downes 56 Mr. Downes has served as Senior Vice
President and Chief Administrative Officer
for the Funds since their inception in 1993
and has served in the same capacity for each
of the other funds in the Delaware Group
since 1992. He has also served as Chief
Financial Officer since 1993 for the Funds
and each of the other funds in the Delaware
Group. He is also Senior Vice
President/Chief Administrative Officer/Chief
Financial Officer of Delaware Management
Company, Inc.; Chairman and Director of
Delaware Management Trust Company; Chief
Executive Officer and Director of Delaware
Investment & Retirement Services, Inc.;
Senior Vice President/Chief Administrative
Officer/Chief Financial Officer/Treasurer of
Delaware Management Holdings, Inc.; Senior
Vice President/Chief Financial
Officer/Treasurer and Director of DMH Corp.;
Senior Vice President/Chief Administrative
Officer/Chief Financial Officer and Director
of Delaware Service Company, Inc.; Senior
Vice President/Chief Administrative Officer
and Director of Delaware Distributors, Inc.;
Senior Vice President/Chief Administrative
Officer of Delaware Distributors, L.P.;
Chief Financial Officer and Director of
Delaware International Holdings Ltd.; Senior
Vice President/Chief Financial
Officer/Treasurer of Delaware Capital
Management, Inc.; Senior Vice President and
Director of Founders Holdings, Inc.; and
Director of Delaware International Advisers
Ltd. Before joining the Delaware Group in
1992, Mr. Downes was Chief Administrative
Officer, Chief Financial Officer and
Treasurer of Equitable Capital Management
Corporation, New York, from December 1985
through August 1992, Executive Vice
President from December 1985 through March
1992 and Vice Chairman from March 1992
through August 1992.
EXECUTIVE OFFICERS OF THE FUNDS
OFFICER AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
George M. 49 Mr. Chamberlain has served as Senior Vice
Chamberlain, Jr. President and Secretary for Delaware Group
Dividend and Income Fund, Inc. and Delaware
Group Global Dividend and Income Fund, Inc.
since their inception in 1993. Mr.
Chamberlain has also served as Senior Vice
President since 1992 and Secretary since
1986 for Delaware Group Delaware Fund, Inc.,
Delaware Group Trend Fund, Inc., Delaware
Group Decatur Fund, Inc., Delaware Group
DelCap Fund, Inc., Delaware Group Government
Fund, Inc., Delaware Group Delchester High-
Yield Bond Fund, Inc., Delaware Group
Limited-Term Government Funds, Inc.,
Delaware Group Cash Reserve, Inc., Delaware
Group Tax-Free Fund, Inc., DMC Tax-Free
Income Trust-Pennsylvania and Delaware Group
Tax-Free Money Fund, Inc., and Senior Vice
President since 1992 and Secretary since
inception for Delaware Group Value Fund,
Inc., Delaware Group Premium Fund, Inc. and
Delaware Group Global & International Funds,
Inc.; and Senior Vice President since 1993
and Secretary since inception for Delaware
Pooled Trust, Inc. Mr. Chamberlain also
serves as Senior Vice President and
Secretary for Delaware Management Holdings,
Inc. and Delaware Distributors, L.P.;
Executive Vice President, Secretary and
Director for Delaware Management Trust
Company; Senior Vice President, Secretary
and Director for DMH Corp., Delaware
Management Company, Inc., Delaware
Distributors, Inc., Delaware Service
Company, Inc., Delaware Capital Management,
Inc. and Delaware Investment & Retirement
Services, Inc.; Corporate Vice President,
Secretary and Director for Founders
Holdings, Inc.; Secretary and Director for
Delaware International Holdings Ltd.; and
Director for Delaware International Advisers
Ltd. Mr. Chamberlain is also an Attorney.
During the past five years, Mr. Chamberlain
has served in various executive capacities
at different times within the Delaware
organization.
Paul A. Matlack 36 Mr. Matlack has served as Vice
President/Senior Portfolio Manager for
Delaware Group Dividend and Income Fund,
Inc. and Delaware Group Global Dividend and
Income Fund, Inc. since 1993; Delaware Group
Delchester High-Yield Bond Fund, Inc. since
1990; Delaware Group Premium Fund, Inc.
since 1993; Delaware Group Global &
International Funds, Inc. since 1994; and
Delaware Pooled Trust, Inc. since 1995. Mr.
Matlack is also Vice President/Senior
Portfolio Manager of DMC and an officer of
the other fixed income funds in the Delaware
Group; Vice President of Founders Holdings,
Inc.; and Secretary and Director of Founders
CBO Corporation. During the past five
years, Mr. Matlack has served in various
executive capacities at different times
within the Delaware organization.
EXECUTIVE OFFICERS OF THE FUNDS
OFFICER AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
Bernard P. 51 Mr. Schaffer has served as Vice
Schaffer President/Senior Portfolio Manager for each
Fund since 1993. Mr. Schaffer is also Vice
President/Senior Portfolio Manager of the
other funds in the Delaware Group and of
Delaware Management Company, Inc. During
the past five years, Mr. Schaffer has served
in various executive capacities at different
times within the Delaware Group.
Michael P. Bishof 33 Mr. Bishof has served as Vice
President/Treasurer for the Funds and each
of the other funds in the Delaware Group
since 1995. Mr. Bishof is also Vice
President/Treasurer of Delaware Management
Company, Inc., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware
Service Company, Inc., Founders Holdings,
Inc. and Founders CBO Corporation; and Vice
President/Manager of Investment Accounting
of Delaware International Holdings Ltd.
Before joining the Delaware Group in June
1995, Mr. Bishof was a Vice President for
Bankers Trust, New York, NY from October
1994 to June 1995; a Vice President for CS
First Boston Investment Management, New
York, NY from April 1993 to October 1994;
and an Assistant Vice President for
Equitable Capital Management Corporation,
New York, NY from April 1987 to April 1993.
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WAYNE A. STORK and
DAVID K. DOWNES, and each of them, as proxies with full power of
substitution, to vote on behalf of the undersigned the same number of
shares which the undersigned is then entitled to vote, at the Annual
Meeting of the Shareholders of Delaware Group Dividend and Income Fund,
Inc. to be held on Friday, June 14, 1996, at 10:00 a.m., at the Union
League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102, and
at any adjournments thereof, on any matter properly coming before the
meeting, and specifically as indicated on the reverse side.
(continued on the other side)
Please mark
your votes as
[x] indicated in
this example
(1) To elect six directors: FOR all WITHHOLD
Wayne A. Stork, Walter P. Babich, nominees listed AUTHORITY
Anthony D. Knerr, Ann R. Leven, (except as marked to vote for all
W. Thacher Longstreth, to the contrary) nominees listed
Charles E. Peck
(INSTRUCTIONS: TO WITHHOLD AUTHORITY
TO VOTE FOR ANY NOMINEE, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED
BELOW.)
--------------------------------------
(2) Ratification of the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as the independent
auditors.
(3) The undersigned authorizes the Proxies
to vote in their discretion upon such
other business as may properly come
before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ITEMS 1 AND 2.
------------------------------------
------------------------------------
Signature of Shareholder(s)
Date
--------------------------------
Note: Please sign your name exactly
as it shown at the left. When
signing as attorney, executor,
administrator, trustee,
guardian or corporate officer,
please give your full title as
such. EACH joint owner is
requested to sign.
Please sign, date and return this proxy promptly in the enclosed
postage paid envelope.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
DELAWARE GROUP THE UNDERSIGNED HEREBY APPOINTS WAYNE A. STORK
PROXY SERVICES AND DAVID K. DOWNES, AND EACH OF THEM, AS
POST OFFICE BOX 9002 PROXIES WITH FULL POWER OF SUBSTITUTION, TO
FARMINGDALE, NY 11735-9638 VOTE ON BEHALF OF THE UNDERSIGNED THE SAME NUMBER
OF SHARES WHICH THE UNDERSIGNED IS THEN ENTITLED
TO VOTE, AT THE ANNUAL MEETING OF THE
SHAREHOLDERS OF DELAWARE GROUP GLOBAL DIVIDEND
AND INCOME FUND, INC. TO BE HELD ON FRIDAY, JUNE
14, 1996, AT 10:00 A.M., AT THE UNION LEAGUE OF
PHILADELPHIA, 140 SOUTH BROAD STREET,
PHILADELPHIA, PA 19102, AND AT ANY ADJOURNMENTS
THEREOF, ON ANY MATTER PROPERLY COMING BEFORE THE
MEETING, AND SPECIFICALLY AS INDICATED BELOW.
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" ITEMS 1 AND 2.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS GGDI KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DELAWARE GROUP DETACH AND RETURN THIS PORTION ONLY
GLOBAL DIVIDEND AND INCOME FUND, INC.
VOTE ON DIRECTORS
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT 1. TO ELECT SIX DIRECTORS: 01) WAYNE A. STORK,
02) WALTER P. BABICH, 03) ANTHONY D. KNERR,
04) ANN R. LEVEN, 05) W. THACHER
LONGSTRETH, AND 06) CHARLES E. PECK.
-------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ANY
NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED ABOVE
VOTE ON PROPOSAL
FOR AGN ABS 2. RATIFICATION OF THE APPOINTMENT OF ERNST &
YOUNG LLP AS THE INDEPENDENT AUDITORS.
3. THE UNDERSIGNED AUTHORIZES THE PROXIES TO
VOTE IN THEIR DISCRETION UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT IS SHOWN AT THE TOP, WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR CORPORATE OFFICER,
PLEASE GIVE YOUR FULL TITLE AS SUCH. EACH JOINT OWNER IS REQUESTED TO SIGN.
---------------------------- --------------------------- --------
SIGNATURE OF SHAREHOLDER(S) SIGNATURE OF SHAREHOLDER(S) DATE