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OFFER BY
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
TO PURCHASE FOR CASH
UP TO 10% OF ITS SHARES OF
COMMON STOCK
THE OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON JUNE 29, 2000 OR SUCH
LATER DATE TO WHICH THE OFFER IS EXTENDED ("EXPIRATION DATE")
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 1, 2000
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated June 1,
2000, of Delaware Group 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 10% 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 June 30,
2000, unless the Offer period is 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
ChaseMellon Shareholder Services, L.L.C., the Depositary, toll free at
(888) 235-9839 between the hours of 9:00 a.m. and 5:00 p.m. New York City
time, Monday through Friday, 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purchase all Shares validly tendered (and not withdrawn) on or prior to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 10% of the Fund's outstanding Shares. In the event that
more than 10% of the Fund's outstanding Shares are tendered and not
withdrawn, any purchases will be made on a pro rata basis.
(4) Tendering shareholders will not be obligated to pay brokerage commissions
or, except in the instances described in Instruction 6, "Stock Transfer
Taxes," of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by the Fund pursuant to the Offer.
(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
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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, and the enclosed
Offer to Purchase, dated June 1, 2000, and Letter of Transmittal, relating to
the Fund to purchase up to 10% of its outstanding Shares.
The undersigned instructs us to tender to the Fund the number of Shares
indicated below (which are held by you for the account of the undersigned),
upon the terms and subject to the conditions set forth in the Offer 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: ___________, 2000
Name(s):________________________________________________________________________
(please print)
Address:________________________________________________________________________
________________________________________________________________________
City State Zip Code
Area Code and Telephone Number:_________________________________________________
Employer Identification or Social Security Number:______________________________
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