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
---
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
---
X Definitive Proxy Statement
---
Definitive Additional Materials
---
Soliciting Material Pursuant to section 240.14a-11(c) or
section 240.14a-12
---
DELAWARE GROUP DIVIDEND & INCOME FUND, INC.
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
---
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 (Set
forth the amount on which the filing fee is calculated and
state how it was determined):
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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5) Total fee paid:
N/A
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Fee paid previously with preliminary materials.
---
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:
N/A
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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
---
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
---
X Definitive Proxy Statement
---
Definitive Additional Materials
---
Soliciting Material Pursuant to section 240.14a-11(c) or
section 240.14a-12
---
DELAWARE GROUP GLOBAL DIVIDEND & INCOME FUND, INC.
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
---
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
-----------------------------------------------------
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 (Set
forth the amount on which the filing fee is calculated and
state how it was determined):
N/A
-----------------------------------------------------
4) Proposed maximum aggregate value of transaction:
N/A
-----------------------------------------------------
5) Total fee paid:
N/A
-----------------------------------------------------
Fee paid previously with preliminary materials.
---
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:
N/A
------------------------------
2) Form, Schedule or Registration Statement No.:
N/A
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3) Filing Party:
N/A
-------------------------------
4) Date Filed:
N/A
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DELAWARE GROUP DIVIDEND AND
INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND
AND INCOME FUND, INC.
PROXY STATEMENT
Notice of Joint
Annual Meeting
of Shareholders
JULY 15, 1997
DELAWARE
GROUP
DELAWARE GROUP
1818 Market Street, Philadelphia, Pennsylvania 19103
COMBINED PROXY STATEMENT AND NOTICE OF JOINT ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON JULY 15, 1997
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. (individually a "Fund" and collectively the "Funds")
will be held at the Union League of Philadelphia, 140 South
Broad Street, Philadelphia, PA 19102 on Tuesday, July 15, 1997
at 10:00 a.m. This Proxy Statement and the enclosed form of
proxy are expected to be mailed to shareholders on or about May
27, 1997.
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 eight 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 30, 1997 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
Wayne A. Stork
Chairman
May 27, 1997
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. (individually a "Fund" and collectively the
"Funds"), respectively, is soliciting your proxy to be voted at
the Joint Annual Meeting of Shareholders (the "Meeting") to be
held on Tuesday, July 15, 1997 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 non-votes on routine matters will be included for
purposes of determining whether a quorum is present at the
Meeting. Abstentions and broker non-votes (i.e., shares held
in nominee name by brokers which are not voted because of lack
of instructions from beneficial owners on non-directionary
voting matters) do not count as votes received and have effect
on proposals that require the vote of a majority votes cast at
a meeting, provided a quorum exists.
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 May 27, 1997.
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 30, 1997 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
ELECTION OF DIRECTORS
Eight 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, Thomas F.
Madison, Jeffrey J. Nick,* 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. Each Fund had seven board meetings during its most
recently completed fiscal year. All of the directors attended
at least 75% of those meetings during the time which they
served as director.**
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 Boards, 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. During each Fund's most recently completed
fiscal year, the committee consisted of Wayne A. Stork,* Walter
P. Babich and Ann R. Leven. This committee met once during
that period for the purpose of determining a proposed list of
nominees. In November 1996, the Boards of Directors selected
Wayne A. Stork,* Ann R. Leven and W. Thacher Longstreth as the
nominating committee for the period November 1996 through
November 1997. 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 20, 1997. 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.
In conjunction with a merger of Lincoln National
Corporation ("LNC") and Delaware Management Holdings, Inc.
("DMH"), which was completed on April 3, 1995, and in order to
comply with section 15(f) of the Investment Company Act of 1940
(the "1940 Act"), at least 75% of the directors shall not be
"interested" persons of LNC, DMH or their respective affiliates
for a period of three years following the completion of the
merger.
* 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.
** Messrs. Nick* and Madison did not serve as directors
during the Funds' most recently completed fiscal year. Pursuant
to arrangements with 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.
Set forth are the current members of each Board of
Directors and nominees for election as directors, their ages
and their business backgrounds. With the exception of Messrs.
Nick* and Madison, each of the current directors became a
director of each Fund in 1993. Messrs. Nick* and Madison each
became a director of each Fund in 1997.
Selected Information Concerning the Boards of
Directors
Nominee and Age Principal Occupation and Business Experience
During the Past 5 Years
*Wayne A. Stork Chairman, President, Chief Executive
(age 59) Officer, Director and/or Trustee of each
Fund and 31 other investment companies in
the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders
Holdings, Inc.; Chairman and Director of
Delaware Distributors, Inc. and Delaware
Capital Management, Inc.; Chairman,
President, Chief Executive Officer, Chief
Investment Officer and Director of Delaware
Management Company, Inc.; Chairman, Chief
Executive Officer and Director of Delaware
International Advisers Ltd.; Director of
Delaware Service Company, Inc. and Delaware
Investment & Retirement Services, Inc.;
during the past five years, Mr. Stork has
served in various executive capacities at
different times within the Delaware
organization.
Walter P. Babich Director and/or Trustee of each Fund and 31
(age 69) other investment companies 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.
* Director affiliated with the investment manager of the Funds
and therefore considered an "interested person" of the Funds as
defined in the 1940 Act.
Selected Information Concerning the Boards of Directors
Nominee and Age Principal Occupation and Business Experience
During the Past 5 Years
Anthony D. Knerr Director and/or Trustee of each Fund and 31
(age 58) other investment companies in the Delaware
Group; Founder and Managing Director,
Anthony Knerr & Associates (consulting
company to non-profit institutions and
organizations), 1991 to present; Founder and
Chairman, The Publishing Group, Inc., 1988-
1990; Executive Vice President/Finance and
Treasurer, Columbia University, 1982-1988;
Lecturer for English, Columbia University,
1987-1989.
Ann R. Leven Director and/or Trustee of each Fund and 31
(age 56) other investment companies in the Delaware
Group; Treasurer, National Gallery of Art,
1994 to present; Director of four investment
companies sponsored by Aquila Management
Corporation, 1985 to present; Deputy
Treasurer, National Gallery of Art, 1990-
1994; Treasurer and Chief Fiscal Officer,
Smithsonian Institution, 1984-1990; Adjunct
Professor, Columbia Business School, 1975-
1992.
W. Thacher Director and/or Trustee of each Fund and 31
Longstreth other investment companies in the Delaware
(age 76) Group; Philadelphia City Councilman, 1984 to
present; Consultant, Packard Press, 1988 to
present; Senior Partner, MLW, Associates
(business consulting), 1983 to present;
Director, Healthcare Services Group, 1983 to
present; Director Emeritus, Tasty Baking
Company, 1991 to present; Director,
MicroLegue Micromedia, Inc. (computer game
publisher), 1996 to present; Director, Tasty
Baking Company, 1968-1991; Vice Chairman,
The Winchell Company (financial printing),
1983-1988.
Thomas F. Madison Director and/or Trustee of each Fund and 31
(age 61) other investment companies in the Delaware
Group; President and CEO of MLM Partners,
Inc. from 1993 to present; Chairman of the
Board, Communications Holdings, Inc., from
1996 to present; previously, Vice Chairman--
Office of the CEO, The Minnesota Mutual Life
Insurance Company from February to September
1994; President of U.S. WEST Communications-
-Markets from 1988-1993. Mr. Madison
currently serves on the Board of Directors
of Valmont Industries, Inc. (irrigation
systems and steel manufacturing), Eltrax
Systems, Inc. (data communications
integration), Minnegasco, Span Link
Communications (software) and ACI
Telecentrics (outbound telemarketing and
telecommunications).
Selected Information Concerning the Boards of
Directors
Nominee and Age Principal Occupation and Business Experience
During the Past 5 Years
*Jeffrey J. Nick Director and/or Trustee of each Fund and 31
(age 44) other investment companies in the Delaware
Group; President, Chief Executive Officer
and Director of Lincoln National Investment
Companies, Inc.; Managing Director, Lincoln
National UK plc, 1992-1996; Senior Vice
President responsible for corporate planning
and development, Lincoln National
Corporation, 1989-1992; previously, Arthur
D. Little, Inc. (management consultancy);
Chase Investment Bank (merchant banking).
Charles E. Peck Director and/or Trustee of each Fund and 31
(age 71) other investment companies in the Delaware
Group; Secretary/Treasurer, Enterprise
Homes, Inc., 1992 to present; Chairman and
Chief Executive Officer, The Ryland Group,
Inc. (home building), 1981-1990.
*Director affiliated with the investment manager of the Funds
and therefore considered an "interested person" of the Funds as
defined in the 1940 Act.
Standing Committees
In addition to the nominating committee described on page
3, 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 1995 and February, June and November of 1996 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 Boards 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); David K.
Downes (Executive Vice President, Chief Operating Officer and
Chief Financial Officer); Richard G. Unruh, Jr. (Executive Vice
President); Paul E. Suckow (Executive Vice President/Chief
Investment Officer - Fixed Income); George M. Chamberlain, Jr.
(Senior Vice President/Secretary); Michael P. Bishof (Vice
President/Treasurer); Joseph H. Hastings (Vice
President/Corporate Controller); 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); Rosemary E.
Milner (Vice President/Legal); Bruce A. Ulmer (Vice
President/Director of Internal Audit); Paul A. Matlack (Vice
President/Senior Portfolio Manager); Gerald T. Nichols (Vice
President/Senior Portfolio Manager); Babak Zenouzi (Vice
President/Portfolio Manager); and Michael J. Ryan (Vice
President/Trading). Wayne A. Stork is also an officer and a
director of Delaware International Advisers Ltd. ("Delaware
International"), 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 SEC 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. Delaware Group
Dividend and Income Fund, Inc. notes that a Form 4 was not
filed on a timely basis on behalf of Bernard P. Schaffer, a
former Vice President/Senior Portfolio Manager of the Fund and
of DMC. Delaware Group Global Dividend and Income Fund, Inc.
notes that a Form 3 was not filed on a timely basis on behalf
of George E. Deming, a director of Delaware International, sub-
adviser to the Fund.
As of March 31, 1997, W. Thacher Longstreth owned 1,000
shares of Delaware Group Dividend and Income Fund, Inc. and
1,118 shares of Delaware Group Global Dividend and Income Fund,
Inc. In addition, all directors as a group owned 8,556,680
shares in all the funds of the Delaware Group.
As of March 31 1997, all directors and executive officers
of each Fund, as a group, owned 1,000 (less than 1%) of the
outstanding shares of Delaware Group Dividend and Income Fund,
Inc., and 1,118 (less than 1%) 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 entitled to receive compensation, 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, 1996, and an estimate of annual
benefits to be received upon retirement under the Delaware
Group Retirement Plan for Directors/Trustees.
<TABLE>
<S> <C> <C> <C> <C> <C>
Estimated
Pension or Annual
Aggregate Aggregate Retirement Benefits
Compensation Compensation Benefits Upon Total
from Delaware from Delaware Accrued Retirement Compen-
sation
Group Dividend Group Global as Part of from all 18 from all 18
and Income Dividend and each Fund's Delaware Group Delaware
Name Fund, Inc. Income Fund, Inc. Expenses Funds* Group Funds
W. Thacher Longstreth $1,752 $1,550 None $30,000 $45,144
Ann R. Leven $2,072 $1,841 None $30,000 $53,280
Walter P. Babich $1,888 $1,663 None $30,000 $49,144
Anthony D. Knerr $2,038 $1,813 None $30,000 $52,280
Charles E. Peck $1,902 $1,700 None $30,000 $48,280
</TABLE>
* 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 November 30, 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.
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 eight nominees receiving
the largest number of votes will be elected.
Proposal 2
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
With respect to each Fund, the affirmative vote of a
majority of votes cast 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
DMC, One Commerce Square, Philadelphia, PA 19103, serves
as investment manager to each Fund. 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.
On April 3, 1995, DMH and LNC merged and DMH became an
indirect, wholly owned subsidiary of LNC. DMH, through its
indirect, wholly owned subsidiary Delaware Voyageur Holdings,
Inc., owns 100% of the voting securities of DMC. DMH, 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 Delaware Voyageur Holdings,
Inc. is One Commerce Square, Philadelphia, PA 19103. The
address of LNC and Lincoln National Investment Companies, Inc.
is 200 East Berry Street, Fort Wayne, IN 46802.
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 1998,
shareholder proposals for that meeting must be received no
later than January 27, 1998. 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 March 31, 1997: Cede & Co., P.O. Box 20,
Bowling Green Station, New York, NY 10004, owned 13,953,973
shares, which was 97.53% 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 6,415,711
shares, which was 96.47% 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
May 27, 1997
EXHIBIT A
EXECUTIVE OFFICERS OF THE FUNDS
The following individuals are executive officers of the Funds:
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE
YEARS
Wayne A. Stork 59 Mr. Stork has served as Chairman,
President, Chief Executive Officer and
Director for the Funds since their
inception in 1993. Mr. Stork also serves
in such capacity for the other funds in
the Delaware Group. He 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.
and Delaware Capital Management, 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. and Delaware
Investment & Retirement Services, Inc.
During the past five years, Mr. Stork has
served in various executive capacities at
different times within the Delaware
organization.
Richard G. Unruh,
Jr. 57 Mr. Unruh has served as Executive Vice
President for the Funds since 1994. Mr.
Unruh also serves in such capacity for
the other funds in the Delaware Group.
He also serves as Executive
Vice Presidentand Director for Delaware
Management Company, Inc.; Senior Vice
President for Delaware Management
Holdings, Inc. and Delaware Capital
Management, 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.
EXECUTIVE OFFICERS OF THE FUNDS
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE
YEARS
Paul E. Suckow 49 Mr. Suckow has served as Executive Vice
President/Chief Investment Officer, Fixed
Income for the Funds since 1995
(previously he was Senior Vice
President/Chief Investment Officer, Fixed
Income for the Funds since 1993). Mr.
Suckow also serves as Executive Vice
President/Chief Investment Officer, Fixed
Income for the other funds in the
Delaware Group. He also serves as
Executive Vice President/Chief Investment
Officer, Fixed Income for Delaware
Management Company, Inc.; Executive Vice
President and Director for Founders
Holdings, Inc.; Senior Vice
President/Chief Investment Officer, Fixed
Income for Delaware Management Holdings,
Inc.; Senior Vice President for Delaware
Capital Management, Inc.; and Director
for Founders CBO Corporation. Since
April 1993, Mr. Suckow has served in
various executive capacities at different
times within the Delaware organization.
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
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE
YEARS
David K. Downes 57 Mr. Downes has served as Executive Vice
President/Chief Operating Officer for the
Funds since 1997. He has also served as
Chief Financial Officer for the Funds
since 1993. Previously, Mr. Downes
served as Senior Vice President and Chief
Administrative Officer for the Funds
since their inception in 1993. Mr.
Downes also serves as Executive Vice
President/Chief Operating Officer/Chief
Financial Officer for the other funds in
the Delaware Group. He is also Executive
Vice President/Chief Operating
Officer/Chief Financial Officer and
Director for Delaware Management Company,
Inc., DMH Corp., Delaware Distributors,
Inc., Founders Holdings, Inc., Delaware
International Holdings, Inc. and Delaware
Capital Management, Inc.; Chairman and
Director for Delaware Management Trust
Company and Delaware Investment &
Retirement Services, Inc.; Executive Vice
President/Chief Operating Officer/Chief
Financial Officer for Delaware Management
Holdings, Inc.; President/Chief Executive
Officer/Chief Financial Officer and
Director for Delaware Service Company,
Inc.; Senior Vice President/Chief
Administrative Officer/ Chief Financial
Officer for Delaware Distributors, L.P.;
and Director for Delaware International
Advisers Ltd. Since September 1992, Mr.
Downes has served in various executive
capacities at different times within the
Delaware organization. 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
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE
YEARS
George M.
Chamberlain,
Jr. 50 Mr. Chamberlain has served as Senior Vice
President and Secretary for the Funds
since their inception in 1993. Mr.
Chamberlain also serves in the same
capacity for the other funds in the
Delaware Group. He 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.,
Founders Holdings, Inc., Delaware Capital
Management, Inc. and Delaware Investment
& Retirement Services, 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 37 Mr. Matlack has served as Vice
President/Senior Portfolio Manager for
the Funds since 1993. Mr. Matlack serves
in the same capacity for Delaware Group
Income Funds, Inc., Delaware Group
Premium Fund, Inc., Delaware Group Global
& International Funds, Inc. and Delaware
Pooled Trust, Inc. He also serves as
Vice President/Senior Portfolio Manager
for Delaware Management Company, Inc. and
an officer for the other fixed income
funds in the Delaware Group; Vice
President for Founders Holdings, Inc.;
and President and Director for 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
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE
YEARS
Michael P.
Bishof 34 Mr. Bishof has served as Vice
President/Treasurer for the Funds since
1995. Mr. Bishof also serves in the same
capacity for the other funds in the
Delaware Group. He also serves as Senior
Vice President for Delaware Management
Company, Inc.; Senior Vice
President/Treasurer for Delaware
Distributors, L.P. and Founders Holdings,
Inc.; Vice President/Treasurer for
Delaware Distributors, Inc. and Delaware
Service Company, Inc.; Assistant
Treasurer for Founders CBO Corporation;
and Vice President/Manager of Investment
Accounting for Delaware International
Holdings Ltd. Since June 1995, Mr.
Bishof has served in various executive
capacities at different times within the
Delaware organization. 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.
Babak Zenouzi 34 Mr. Zenouzi has served as Vice
President/Portfolio Manager for the Funds
since 1997. Mr. Zenouzi also serves as
Vice President/Portfolio Manager for
Delaware Pooled Trust, Inc., Delaware
Group Equity Funds V, Inc., Delaware
Group Income Funds, Inc. and Delaware
Group Premium Fund, Inc. He also serves
as an officer for the other equity funds
in the Delaware Group. Since July 1992,
Mr. Zenouzi has served in various
executive capacities at different times
within the Delaware organization. Before
joining the Delaware Group in July 1992,
he was with The Boston Company where he
held the positions of assistant vice
president, senior financial analyst,
financial analyst and portfolio
accountant.
APPENDIX A
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 Tuesday,
July 15, 1997, 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 eight directors: FOR all WITHHOLD
Wayne A. Stork, Walter P. nominees AUTHORITY
Babich, Anthony D. Knerr, listed to vote
Ann R. Leven, W. Thacher (except as for all
Longstreth, Thomas F. marked nominees
Madison, Jeffrey J. Nick, contrary) 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 Ernst & Young LLP as the FOR AGAINST ABSTAIN
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
PROXY SERVICES WAYNE A. STORK and DAVID K.
POST OFFICE BOX 9002 DOWNES, and each of them, as
FARMINGDALE, NY 11735-9638 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 Global Dividend and
Income Fund, Inc. to be held on
Tuesday, July 15, 1997 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 /X/ DELGGD KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DELAWARE GROUP GLOBAL DIVIDEND DETACH AND RETURN
AND INCOME FUND, INC. THIS PORTION ONLY
Vote for Directors For Withhold For All
All All Except
1. To elect eight directors:
01) Wayne A. Stork,02) Walter P. / / / / / /
Babich, 03) Anthony D. Knerr,
04) Ann R.Leven, 05) W. Thacher
Longstreth, 06) Thomas F.
Madison, 07) Jeffrey J. Nick
and 08) Charles E. Peck.
______________________________
To withhold authority to vote,
mark "For All Except" and write
the nominee's number on the
line below.
Vote on Proposal For Against Abstain
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.
__________________________ _______________________
Shareholder sign here Signature
(SIGN WITHIN BOX) Date (Joint Owners) Date
