Exhibit (a)(i)(iv)
OFFER BY
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
TO PURCHASE FOR CASH
UP TO 5% OF ITS SHARES OF
COMMON STOCK
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
11:59 P.M., NEW YORK CITY TIME, ON JUNE 30, 2006
("EXPIRATION DATE"), UNLESS EXTENDED
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED,
BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER TO PURCHASE AND IN
THE LETTER OF TRANSMITTAL.
June 2, 2006
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated June 2,
2006, of Delaware Investments Dividend and Income Fund, Inc. (the "Fund"), and a
related Letter of Transmittal. Together these documents constitute the "Offer."
The Fund is offering to purchase up to 5% of its outstanding shares of Common
Stock, par value $0.01 (the "Shares"), upon the terms and subject to the
conditions set forth in the Offer.
A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER AND
ONLY PURSUANT TO YOUR INSTRUCTIONS. The Offer to Purchase and the Letter of
Transmittal are being sent to you for your information only. They cannot be used
by you to tender Shares held by us for your account. We are the registered
holder of Shares held for your account.
Your attention is called to the following:
(1) The purchase price to be paid for the Shares is an amount per Share, net to
the seller in cash, equal to the net asset value in U.S. dollars per Share
as determined by the Fund as of 4:00 p.m., New York City time, on July 3,
2006, unless otherwise extended. A SERVICE FEE IN AN AMOUNT EQUAL TO $25.00
PER CLIENT ACCOUNT IS PAYABLE UPON THE TENDER OF SHARES. WE WILL PAY THE
SERVICE FEE FOR EACH ACCOUNT AND YOUR ACCOUNT(S) WILL BE BILLED SEPARATELY
FOR THIS CHARGE. WITH RESPECT TO A PARTICULAR CLIENT ACCOUNT, IF NONE OF
THE SHARES TENDERED ARE ACCEPTED, AN AMOUNT EQUAL TO $25.00 PER SUCH
ACCOUNT WILL BE RETURNED. The current net asset value of the Fund will be
calculated daily and may be obtained by calling Mellon Investor Services
LLC, the Depositary/Information Agent, toll free at 1-866-340-1397 between
the hours of 9:00 a.m. and 6:00 p.m. New York City time, except holidays.
(2) The Offer is not conditioned upon any minimum number of Shares being
tendered.
(3) Upon the terms and subject to the conditions of the Offer, the Fund will
purchase all Shares validly tendered (and not withdrawn) on or prior to the
Expiration Date, provided that the total number of Shares tendered does not
exceed 5% of the Fund's outstanding Shares. In the event that more than 5%
of the Fund's outstanding Shares are tendered, the Fund will purchase 5% of
the Fund's outstanding Shares on a pro rata basis.
(4) Tendering shareholders will not be obligated to pay stock transfer taxes on
the purchase of Shares by the Fund pursuant to the Offer, except in the
instances described in Section 4, "Payment for Shares," of the Offer to
Purchase.
(5) Your instructions to us should be forwarded in ample time before the
Expiration Date to permit us to submit a tender on your behalf.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
below. An envelope to return your instructions to us is enclosed. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified below. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS
PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with applicable law.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO
ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER.
EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE OFFER AND ACCOMPANYING
MATERIALS CAREFULLY.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of our letter, the enclosed Offer to
Purchase dated June 2, 2006, and the Letter of Transmittal, relating to the
Fund's purchase of up to 5% of its outstanding Shares.
The undersigned instructs us to tender to the Fund the number of Shares
indicated below (which are held by us for the account of the undersigned), upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal that we have furnished to the undersigned.
AGGREGATE NUMBER OF SHARES TO BE TENDERED:
[_] All Shares held for the undersigned;
or
[_] __________ Shares (Enter number of Shares to be tendered).
PLEASE SIGN HERE
_________________________
_________________________
Dated: __________, 2006
Name(s):________________________________________________________________________
(please print)
Address: _______________________________________________________________________
_______________________________________________________________________
City State Zip Code
Area Code and Telephone Number: ________________________________________________
Employer Identification or Social Security Number: _____________________________
2