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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK OF
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if a shareholder's certificates for shares of
Common Stock, par value $0.01 (the "Shares") of Delaware Group Dividend and
Income Fund, Inc. (the "Fund"), are not immediately available or time will not
permit the Letter of Transmittal and other required documents to be delivered
to the Depositary on or before 5:00 p.m., New York City time, June 29, 2000, or
such later date to which the Offer is extended (the "Expiration Date"). Such
form may be delivered by hand, mail, telegram, telex or facsimile transmission
to the Depositary, and must be received by the Depositary on or before the
Expiration Date. See Section 2, "Procedure for Tendering Shares," of the Fund's
Offer to Purchase dated June 1, 2000.
The Depositary: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Facsimile Copy Number: (201) 296-4293
Confirm by Telephone: (201) 296-4860
For Further Information Call: (888) 235-9839
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By Express Mail or
By First Class Mail: Overnight Courier: By Hand:
-------------------- ------------------ --------
Post Office Box 3301 85 Challenger Road 120 Broadway -- 13th Floor
South Hackensack, NJ 07606 Mail Drop Reorg. Dept. New York, NY 10271
Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept.
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Fund, upon the terms and subject to
the conditions set forth in its Offer to Purchase, dated June 1, 2000 (the
"Offer to Purchase") and the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
Shares set forth on the reverse side pursuant to the Guaranteed Delivery
Procedure set forth in Section 2, "Procedure for Tendering Shares," of the
Fund's Offer to Purchase.
________________________________________________________________________________
________________________________________________________________________________
Number of Shares Tendered: ____________________________
Certificate Nos. (if available):
____________________________________________
____________________________________________
If Shares will be tendered by book-entry transfer, check box: / / The Depository
Trust Company
Account Number: ___________________________________
Name(s) of Registered Holder(s):
____________________________________________
____________________________________________
Address:____________________________________
_________________________________________
City State Zip Code
Area Code and Telephone Number:_______________________
Taxpayer Identification (Social Security) Number:____________________
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The undersigned also tenders all uncertificated Shares that may be held in the
name of the registered holder(s) by the Fund's transfer agent pursuant to the
Fund's dividend reinvestment plan:
/ / Yes / / No
(Note: If yes is not checked, any such uncertificated Shares will not be
tendered.)
_________________________________________
_________________________________________
Signature(s)
Dated: ________________________________, 2000
________________________________________________________________________________
________________________________________________________________________________
GUARANTEE
The undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office, branch, or agency in the United States,
hereby (a) guarantees to deliver to the Depositary certificates representing
the Shares tendered hereby, in proper form for transfer or tender of Shares
pursuant to the procedure for book-entry transfer into the Depositary's account
at The Depository Trust Company, together with (i) a properly completed and
duly executed Letter of Transmittal or facsimile thereof (or, in the case of
book-entry transfer, an Agent's Message, as defined in the Fund's Offer to
Purchase under Section 2, "Procedure for Tendering Shares") with any required
signature guarantees (ii) the aggregate amount of the service fee payable in
respect of the Shares tendered hereby and (iii) any other required documents,
within three business days after the execution of this Notice of Guaranteed
Delivery, and (b) represents that such tender of Shares complies with Rule
14e-4 under the Securities Exchange Act of 1934, as amended.
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Name of Firm:___________________________ ________________________________________
(AUTHORIZED SIGNATURE)
Address:________________________________ Name:___________________________________
(PLEASE PRINT)
________________________________________ Title:__________________________________
City State Zip Code
Area Code and Tel. No.__________________ Dated:__________________________________
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DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. ANY SHARE CERTIFICATES
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
