SEC Form N-CSR filed by Delaware Investments Dividend & Income Fund Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: | 811-07460 |
Exact name of registrant as specified in charter: | Delaware Investments® Dividend and Income Fund, Inc. |
Address of principal executive offices: |
610 Market Street Philadelphia, PA 19106 |
Name and address of agent for service: |
David F. Connor, Esq. 610 Market Street Philadelphia, PA 19106 |
Registrant’s telephone number, including area code: | (800) 523-1918 |
Date of fiscal year end: | November 30 |
Date of reporting period: | November 30, 2022 |
Item 1. Reports to Stockholders
Annual report |
Closed-end fund
Delaware Investments® Dividend and Income Fund, Inc.
November 30, 2022
The figures in the annual report for Delaware Investments Dividend and Income Fund, Inc. represent past results, which are not a guarantee of future results. A rise or fall in interest rates can have a significant impact on bond prices. Funds that invest in bonds can lose their value as interest rates rise.
Delaware Investments® Dividend and Income Fund, Inc. (“DDF” or the “Fund”), acting pursuant to a Securities and Exchange Commission (“SEC”) exemptive order and with the approval of the Fund’s Board of Directors (the “Board”), has adopted a managed distribution policy (the “Plan”). The Fund currently makes monthly distributions to common shareholders at a targeted annual distribution rate of 7.5% of the Fund’s average net asset value (“NAV”) per share. The Fund will calculate the average NAV per share from the previous three full months immediately prior to the distribution based on the number of business days in those three months on which the NAV is calculated. The distribution will be calculated as 7.5% of the prior three months’ average NAV per share, divided by 12. This distribution methodology is intended to provide shareholders with a consistent, but not guaranteed, income stream and a targeted annual distribution rate and is intended to narrow any discount between the market price and the NAV of the Fund’s common shares, but there is no assurance that the policy will be successful in doing so.
Under the Plan, the Fund is managed with a goal of generating as much of the distribution as possible from net investment income and short-term capital gains. The balance of the distribution will then come from long-term capital gains to the extent permitted, and if necessary, a return of capital. The Fund will generally distribute amounts necessary to satisfy the terms of the Fund’s Plan and the requirements prescribed by excise tax rules and Subchapter M of the Internal Revenue Code (the “Code”). Each monthly distribution to shareholders is expected to be at the fixed percentage described above, except for extraordinary distributions and potential distribution rate increases or decreases to enable the Fund to comply with the distribution requirements imposed by the Code.
The Board may amend, suspend, or terminate the Fund’s Plan at any time without prior notice if it deems such action to be in the best interest of the Fund or its shareholders. The methodology for determining monthly distributions under the Plan will be reviewed at least annually by the Fund’s Board, and the Fund will continue to evaluate its distribution in light of ongoing market conditions. The suspension or termination of the Plan could have the effect of creating a trading discount (if the Fund’s stock is trading at or above NAV) or widening an existing trading discount. The Fund is subject to risks that could have an adverse impact on its ability to maintain distributions under the Plan. Examples of potential risks include, but are not limited to, economic downturns impacting the markets, increased market volatility, portfolio companies suspending or decreasing corporate dividend distributions, and changes in the Code.
Shareholders should not draw any conclusions about the Fund’s investment performance from the amounts of these distributions or from the terms of the Plan. The Fund’s total investment return on NAV is presented in its financial highlights table.
A cumulative summary of the Section 19(a) notices for the Fund’s current fiscal period, if applicable, is included in Other Fund Information. Section 19(a) notices for the Fund, as applicable, are available on the Fund’s website at delawarefunds.com/about/press-releases-closed-end.
Macquarie Asset Management (MAM) is the asset management division of Macquarie Group. MAM is a full-service asset manager offering a diverse range of products across public and private markets including fixed income, equities, multi-asset solutions, private credit, infrastructure, renewables, natural assets, real estate, and asset finance. The Public Investments business is a part of MAM and includes the following investment advisers: Macquarie Investment Management Business Trust (MIMBT), Macquarie Funds Management Hong Kong Limited, Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment Management Global Limited, Macquarie Investment Management Europe Limited, and Macquarie Investment Management Europe S.A. For more information, including press releases, please visit delawarefunds.com/closed-end.
Unless otherwise noted, views expressed herein are current as of November 30, 2022, and subject to change for events occurring after such date.
The Fund is not FDIC insured and is not guaranteed. It is possible to lose the principal amount invested.
Advisory services provided by Delaware Management Company, a series of MIMBT, a US registered investment advisor.
Other than Macquarie Bank Limited ABN 46 008 583 542 ("Macquarie Bank"), any Macquarie Group entity noted in this document is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.
The Fund is governed by US laws and regulations.
All third-party marks cited are the property of their respective owners.
© 2023 Macquarie Management Holdings, Inc.
Delaware Investments® Dividend and Income Fund, Inc.
November 30, 2022 (Unaudited)
Performance preview (for the year ended November 30, 2022)
Delaware Investments Dividend and Income Fund, Inc. @ market price | 1-year return | -12.49% |
Delaware Investments Dividend and Income Fund, Inc. @ NAV | 1-year return | -0.47% |
Lipper Closed-end Income and Preferred Stock Funds Average @ market price | 1-year return | -16.94% |
Lipper Closed-end Income and Preferred Stock Funds Average @ NAV | 1-year return | -9.85% |
Past performance does not guarantee future results.
Performance at market price will differ from performance at net asset value (NAV). Although market price returns tend to reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in the Fund’s distribution rate.
For complete, annualized performance for Delaware Investments Dividend and Income Fund, Inc., please see the table on page 3.
Economic backdrop
At the start of the Fund’s fiscal year in December 2021, equity markets continued to advance, and some US stock indices reached new highs. Globally, inflation also increased to long-term highs, and central banks responded by tightening monetary policy. The US Federal Reserve stepped sharply on the brakes, scaling back its bond purchases and hinting at several interest rate hikes in 2022. Bond yields were relatively stable in the fourth quarter of 2021 despite continuous increases in short-term US yields. The US dollar appreciated against major currencies. Oil prices also rose further, while gas markets eased somewhat at the end of 2021, following dramatic increases in Europe.
In January 2022, persistently high inflation led to frequent and serious discussions at the Fed about implementing interest rate hikes. Investors reacted by selling bonds, which pushed yields higher and equity prices lower. Financial markets also reacted negatively as Russia built up its troops along the Ukraine border. Russia’s invasion in February 2022 prompted unprecedented sanctions – including a freeze on Russian central bank reserves, an oil embargo, and a trading ban on Russian financial stocks. Equities sold off globally while commodity prices soared. Government bonds were briefly in demand as a short-term safe haven, but quickly resumed their downward trend.
Tighter central bank monetary policy characterized the rest of the fiscal year, with the Fed leading the way. From March through September 2022, the Fed raised the federal funds rate five times, including three 0.75-percentage-point increases – at the June, July, and September meetings of the Federal Open Market Committee (FOMC). As a result, the target short-term interest rate rose from a range of zero to 0.25% in January 2022 to 3.00% to 3.25% by the end of the fiscal year. This increase in rates was the Fed’s aggressive attempt to try to bring inflation under control.
Other central banks, including the Bank of England and the European Central Bank, also took repeated steps to tighten monetary policy in their jurisdictions. Meanwhile, equities and bonds posted historically poor performance throughout the measurement period in the face of brutal headwinds and unrelenting negative news. This included soaring inflation, consequent aggressive monetary tightening, ongoing supply chain problems, China’s zero-COVID policy-related lockdowns, the Russia-Ukraine war, and soaring energy prices. The higher prices and disruptions within the oil and gas supply hit Europe hardest as Russia cut off gas to several European Union (EU) countries. In turn, the Group of Seven (G7) nations and later the EU implemented an oil embargo.
Among major central banks, only the Bank of Japan maintained ultra-loose monetary policy as it attempted to keep Japanese yields stable by buying bonds. However, that led to a weakening of the Japanese yen, which fell to a 20-year low.
Markets rallied briefly in July 2022, when a near-term turnaround in inflation seemed possible. Despite investors’ concerns about economic growth slowing, stocks appreciated along with other risk asset classes, including corporate, high yield, convertible, and emerging market bonds. A key reason for this appreciation was the decline in yields on US and euro-zone government bonds, leading to significant price gains. However, the tide turned again in mid-August and the bear market returned for most asset classes as hopes for a slowdown of inflation were dashed. Central banks reaffirmed their intentions to continue aggressively tightening monetary policy. Recession fears mounted and the energy crisis worsened as Russia announced it was shutting down a gas pipeline for maintenance. German bond yields rose sharply, and the euro fell below parity with the US dollar for the first time in 20 years.
The picture worsened even further in September 2022, with heavy losses among virtually all asset classes. Energy prices continued to fall while the European inflation rate reached double-digit levels and central banks planned further interest rate hikes. As the fiscal period ended, the market showed its friendlier side. Although inflation remained high and central banks continued to raise interest rates, increasing data indicating an economic slowdown gave rise to hopes of a turnaround in monetary policy.
Markets were in recovery mode in November. After the Fed’s expected interest rate hike of 0.75 percentage points at the beginning of the month, poorer economic data during the month and slightly declining inflation rates fueled hopes of slower rate hikes in the near
1
Portfolio management review
Delaware Investments® Dividend and Income Fund, Inc.
future. Against this backdrop, both equities and bonds rose strongly. Thanks to sharply falling risk premiums, investment grade corporate and emerging market government bonds performed particularly well. The US dollar weakened, and the price of oil fell due to weaker demand. China relaxed its zero-COVID policy somewhat, but record-high infections led to new restrictions, resulting in protests and somewhat deteriorating market sentiment towards the month’s end.
Within the Fund
For the fiscal year ended November 30, 2022, Delaware Investments Dividend and Income Fund, Inc. returned -0.47% at net asset value (NAV) and -12.49% at market price (both figures reflect all distributions reinvested). For the Fund’s complete, annualized performance, please see the table on page 3.
Individual contributors and detractors
During the fiscal year, equities made the largest contribution to performance, while fixed income was the largest detractor from performance. Within equities, the Fund’s US large-cap value equity allocation was the largest contributor to performance. Among the individual positions, ConocoPhillips and Cigna Corp. were the largest contributors to the Fund’s performance. Each position accounted for approximately a 2.0% average weight of gross assets. In contrast, The Walt Disney Co. (average weight of approximately 1.8% of gross assets) and Fidelity National Information Services Inc. (average weight of roughly 1.8% of gross assets) detracted the most from the Fund’s performance.
Portfolio positioning
We regularly invest across multiple asset classes, searching for securities that offer a competitive yield and the opportunity for dividend growth. We also prioritize managing downside risk while seeking to limit any capital losses. Our asset shifts throughout the fiscal year reflected these priorities.
The Fund’s largest allocation remained in large-cap value equities. During the fiscal year, we slightly reduced the Fund’s allocation to US large-cap value equities and allocated the proceeds to US convertibles.
Within fixed income, we believe high yield bonds may continue to deliver income opportunities.
The Fund’s use of leverage – a portfolio management tool designed to obtain a potentially higher return on the Fund’s investments – detracted from performance. Leverage magnifies the effect of gains and losses.
The economic outlook is still challenging, with recession probabilities for 2023 now elevated. We don’t believe equity valuations fully reflect this economic backdrop, as historically recessions have typically been accompanied by declining corporate earnings as well. At the same time, bond yields – while somewhat down from their October and November 2022 highs – have risen, which might provide more downside protection in fixed income. We continue to expect a restrictive central bank policy and think this might be a headwind for many riskier asset classes as well.
In our view, a thoughtful active management approach is needed given the increased uncertainty. We believe vigilant and continuous assessment of the current market environment offers opportunities to take advantage of market dislocations and may help us achieve what we consider to be attractive risk-adjusted returns through an active focus on portfolio risk and diversification.
2
Delaware Investments® Dividend and Income Fund, Inc.
November 30, 2022 (Unaudited)
The performance quoted represents past performance and does not guarantee future results. Investment return, principal value, and market value of an investment will fluctuate so that shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please obtain the most recent performance data by calling 866 437-0252 or visiting our website at delawarefunds.com/closed-end.
Fund performance
Average annual total returns through November 30, 2022 | 1 year | 5 year | 10 year | ||||
At market price (inception date March 26, 1993) | -12.49% | +4.43% | +8.77% | ||||
At net asset value (inception date March 26, 1993) | -0.47% | +4.31% | +8.91% |
Diversification may not protect against market risk.
Fixed income securities and bond funds can lose value, and investors can lose principal, as interest rates rise. They also may be affected by economic conditions that hinder an issuer’s ability to make interest and principal payments on its debt. This includes prepayment risk, the risk that the principal of a bond that is held by a portfolio will be prepaid prior to maturity at the time when interest rates are lower than what the bond was paying. A portfolio may then have to reinvest that money at a lower interest rate.
High yielding, non-investment-grade bonds (junk bonds) involve higher risk than investment grade bonds. The high yield secondary market is particularly susceptible to liquidity problems when institutional investors, such as mutual funds and certain other financial institutions, temporarily stop buying bonds for regulatory, financial, or other reasons. In addition, a less liquid secondary market makes it more difficult to obtain precise valuations of the high yield securities.
Narrowly focused investments may exhibit higher volatility than investments in multiple industry sectors.
Real estate investment trust (REIT) investments are subject to many of the risks associated with direct real estate ownership, including changes in economic conditions, credit risk, and interest rate fluctuations.
The Fund may invest in derivatives, which may involve additional expenses and are subject to risk, including the risk that an underlying security or securities index moves in the opposite direction from what the portfolio manager anticipated. A derivatives transaction depends upon the counterparties’ ability to fulfill their contractual obligations.
The Fund may experience portfolio turnover in excess of 100%, which could result in higher transaction costs and tax liability.
If and when the Fund invests in forward foreign currency contracts or uses other investments to hedge against currency risks, the Fund will be subject to special risks, including counterparty risk.
The Fund borrows through a line of credit for purposes of leveraging. Leveraging may result in higher degrees of volatility because the Fund’s net asset value could be subject to fluctuations in short-term interest rates and changes in market value of portfolio securities attributable to leverage. Leverage magnifies the potential for gain and the risk of loss. As a result, a relatively small decline in the value of the underlying investments could result in a relatively large loss. In addition, the leverage through the line of credit is dependent on the credit provider’s ability to fulfill its contractual obligations.
IBOR risk is the risk that changes related to the use of the London interbank offered rate (LIBOR) or similar rates (such as EONIA) could have adverse impacts on financial instruments that reference these rates. The abandonment of these rates and transition to alternative rates could affect the value and liquidity of instruments that reference them and could affect investment strategy performance.
The disruptions caused by natural disasters, pandemics, or similar events could prevent the Fund from executing advantageous investment decisions in a timely manner and could negatively impact the Fund’s ability to achieve its investment objective and the value of the Fund’s investments.
Closed-end fund shares do not represent
a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not
federally insured by the Federal Deposit Insurance Corporation or any other government agency.
3
Performance summary
Delaware Investments® Dividend and Income Fund, Inc.
Closed-end funds, unlike open-end funds, are not continuously offered. After being issued during a one-time-only public offering, shares of closed-end funds are sold in the open market through a securities exchange. Net asset value (NAV) is calculated by subtracting total liabilities from total assets, then dividing by the number of shares outstanding. At the time of sale, your shares may have a market price that is above or below NAV, and may be worth more or less than your original investment.
The Fund may make distributions of ordinary income and capital gains at calendar year end. Those distributions may temporarily cause extraordinarily high yields. There is no assurance that a Fund will repeat that yield in the future. Subsequent monthly distributions that do not include ordinary income or capital gains in the form of dividends will likely be lower.
The “Fund performance” table and the “Performance of a $10,000 investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.
Returns reflect the reinvestment of all distributions. Dividends and distributions, if any, are assumed, for the purpose of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment policy. Shares of the Fund were initially offered with a sales charge of 6%. Performance since inception does not include the sales charge or any other brokerage commission for purchases made since inception.
Past performance does not guarantee future results.
Fund
basics As of November 30, 2022 | ||
Fund objectives | Fund start date | |
The Fund’s primary investment objective is to seek high current income with capital appreciation as a secondary objective. | March 26, 1993 | |
Total net assets | NYSE symbol | |
$71.9 million | DDF | |
Number of holdings | ||
291 |
4
Market price versus net asset value (see notes below and on next page)
For the period November 30, 2021 through November 30, 2022
Starting value | Ending value | ||||
Delaware Investments Dividend and Income Fund, Inc. @ NAV | $10.54 | $9.45 | |||
Delaware Investments Dividend and Income Fund, Inc. @ market price | $10.82 | $8.53 |
Past performance does not guarantee future results.
Performance of a $10,000 investment
For the period November 30, 2012 through November 30, 2022
Starting value | Ending value | ||||
Delaware Investments Dividend and Income Fund, Inc. @ NAV | $10,000 | $23,484 | |||
Delaware Investments Dividend and Income Fund, Inc. @ market price | $10,000 | $23,178 | |||
Lipper Closed-end Income and Preferred Stock Funds Average @ market price | $10,000 | $18,718 | |||
Lipper Closed-end Income and Preferred Stock Funds Average @ NAV | $10,000 | $18,654 |
The “Performance of a $10,000 investment” graph assumes $10,000 invested in the Fund on November 30, 2012, and includes the reinvestment of all distributions at market value. The graph assumes $10,000 in the Lipper Closed-end Income and Preferred Stock Funds Average at market price and at NAV.
Performance of the Fund and the Lipper peer group at market value is based on market performance during the period. Performance of the Fund and the Lipper peer group at NAV is based on the fluctuations in NAV during the period. Delaware Investments Dividend and Income Fund, Inc. was initially offered with a sales charge of 6%. For market price, performance shown in both graphs above does not include fees, the
5
Performance summary
Delaware Investments® Dividend and Income Fund, Inc.
initial sales charge, or any brokerage commissions on purchases. For NAV, performance shown in both graphs above includes fees, but does not include the initial sales charge or any brokerage commissions for purchases. Investments in the Fund are not available at NAV.
The Lipper Closed-end Income and Preferred Stock Funds Average represents the average return of closed-end funds that normally seek a high level of current income through investing in income-producing stocks, bonds, and money market instruments, or funds that invest primarily in preferred securities, often considering tax code implications (source: Lipper).
Market price is the price an investor would pay for shares of the Fund on the secondary market.
NAV is the total value of one fund share, generally equal to a fund’s net assets divided by the number of shares outstanding.
Past performance does not guarantee future results.
6
Security type / sector allocations and top 10 equity holdings
Delaware Investments® Dividend and Income Fund, Inc.
As of November 30, 2022 (Unaudited)
Sector designations may be different from the sector designations presented in other Fund materials.
Security type / sector | Percentage of net assets | ||||
Convertible Bonds | 8.97 | % | |||
Corporate Bonds | 31.15 | % | |||
Automotive | 1.50 | % | |||
Basic Industry | 2.94 | % | |||
Capital Goods | 1.45 | % | |||
Consumer Goods | 0.50 | % | |||
Energy | 4.44 | % | |||
Financial Services | 1.40 | % | |||
Healthcare | 2.94 | % | |||
Insurance | 0.93 | % | |||
Leisure | 2.73 | % | |||
Media | 2.83 | % | |||
Real Estate Investment Trusts | 0.17 | % | |||
Retail | 1.85 | % | |||
Services | 2.16 | % | |||
Technology & Electronics | 0.93 | % | |||
Telecommunications | 2.26 | % | |||
Transportation | 1.19 | % | |||
Utilities | 0.93 | % | |||
Common Stocks | 89.59 | % | |||
Communication Services | 6.39 | % | |||
Consumer Discretionary | 7.52 | % | |||
Consumer Staples | 5.41 | % | |||
Energy | 2.57 | % | |||
Financials | 13.07 | % | |||
Healthcare | 15.39 | % | |||
Industrials | 10.59 | % | |||
Information Technology | 14.74 | % | |||
Materials | 2.74 | % | |||
REIT Diversified | 0.08 | % | |||
REIT Healthcare | 0.68 | % | |||
REIT Hotel | 0.28 | % | |||
REIT Industrial | 0.98 | % | |||
REIT Information Technology | 0.66 | % | |||
REIT Lodging | 0.23 | % | |||
REIT Mall | 0.20 | % | |||
REIT Manufactured Housing | 0.26 | % | |||
REIT Multifamily | 2.91 | % | |||
REIT Office | 0.24 | % | |||
REIT Self-Storage | 0.80 | % | |||
REIT Shopping Center | 0.61 | % | |||
REIT Single Tenant | 0.49 | % | |||
REIT Specialty | 0.38 | % | |||
Utilities | 2.37 | % | |||
Convertible Preferred Stock | 1.29 | % | |||
Short-Term Investments | 1.73 | % | |||
Total Value of Securities | 132.73 | % | |||
Borrowings Under Line of Credit | (33.37 | %) | |||
Receivables and Other Assets Net of Liabilities | 0.64 | % | |||
Total Net Assets | 100.00 | % |
Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.
Top 10 equity holdings | Percentage of net assets | ||||
Oracle | 2.83 | % | |||
Merck & Co. | 2.78 | % | |||
American International Group | 2.76 | % | |||
MetLife | 2.76 | % | |||
DuPont de Nemours | 2.74 | % | |||
Conagra Brands | 2.73 | % | |||
Honeywell International | 2.72 | % | |||
Raytheon Technologies | 2.72 | % | |||
Motorola Solutions | 2.69 | % | |||
Archer-Daniels-Midland | 2.68 | % |
7
Delaware Investments® Dividend and Income Fund, Inc.
November 30, 2022
Principal amount° | Value (US $) | ||||
Convertible Bonds — 8.97% | |||||
Basic Industry — 0.15% | |||||
Ivanhoe Mines 144A 2.50% exercise price $9.31, maturity date 4/15/26 # | 81,000 | $ | 109,875 | ||
109,875 | |||||
Brokerage — 0.08% | |||||
New Mountain Finance 144A 7.50% exercise price $14.20, maturity date 10/15/25 # | 57,000 | 57,963 | |||
57,963 | |||||
Capital Goods — 0.26% | |||||
Kaman 3.25% exercise price $65.26, maturity date 5/1/24 | 200,000 | 186,100 | |||
186,100 | |||||
Communications — 1.00% | |||||
Cable One 1.125% exercise price $2,275.83, maturity date 3/15/28 | 266,000 | 191,254 | |||
DISH Network 3.375% exercise price $65.17, maturity date 8/15/26 | 241,000 | 156,650 | |||
Liberty Broadband 144A 1.25% exercise price $900.01, maturity date 9/30/50 # | 316,000 | 302,965 | |||
Liberty Latin America 2.00% exercise price $20.65, maturity date 7/15/24 | 76,000 | 67,688 | |||
718,557 | |||||
Consumer Cyclical — 0.60% | |||||
Cheesecake Factory 0.375% exercise price $77.09, maturity date 6/15/26 | 311,000 | 259,879 | |||
Ford Motor 3.177% exercise price $16.85, maturity date 3/15/26 ^ | 163,000 | 169,194 | |||
429,073 | |||||
Consumer Non-Cyclical — 2.48% | |||||
BioMarin Pharmaceutical 0.599% exercise price $124.67, maturity date 8/1/24 | 89,000 | 94,058 | |||
Chefs' Warehouse 1.875% exercise price $44.20, maturity date 12/1/24 | 261,000 | 291,145 | |||
Chegg 4.124% exercise price $107.55, maturity date 9/1/26 ^ | 253,000 | 201,606 | |||
Coherus Biosciences 1.50% exercise price $19.26, maturity date 4/15/26 | 163,000 | 112,486 | |||
Collegium Pharmaceutical 2.625% exercise price $29.19, maturity date 2/15/26 | 150,000 | 148,656 | |||
CONMED 144A 2.25%
exercise price $145.33, maturity date 6/15/27 # | 228,000 | 203,262 | |||
Integra LifeSciences Holdings 0.50% exercise price $73.67, maturity date 8/15/25 | 210,000 | 203,385 | |||
Ionis Pharmaceuticals 0.125% exercise price $83.28, maturity date 12/15/24 | 151,000 | 137,861 | |||
Jazz Investments I 2.00% exercise price $155.81, maturity date 6/15/26 | 93,000 | 110,496 | |||
Paratek Pharmaceuticals 4.75% exercise price $15.90, maturity date 5/1/24 | 319,000 | 282,921 | |||
1,785,876 | |||||
Electric — 0.69% | |||||
NextEra Energy Partners 144A 1.411% exercise price $75.33, maturity date 11/15/25 #, ^ | 74,000 | 81,511 | |||
NRG Energy 2.75% exercise price $43.46, maturity date 6/1/48 | 208,000 | 237,536 | |||
Ormat Technologies 144A 2.50% exercise price $90.27, maturity date 7/15/27 # | 149,000 | 177,459 | |||
496,506 | |||||
Energy — 0.46% | |||||
Helix Energy Solutions Group 6.75% exercise price $6.97, maturity date 2/15/26 | 259,000 | 329,914 | |||
329,914 | |||||
Financials — 0.66% | |||||
FTI Consulting 2.00% exercise price $101.38, maturity date 8/15/23 | 149,000 | 255,461 | |||
Repay Holdings 144A 2.497% exercise price $33.60, maturity date 2/1/26 #, ^ | 292,000 | 217,715 | |||
473,176 | |||||
Industrials — 0.32% | |||||
Chart Industries 144A 1.00% exercise price $58.72, maturity date 11/15/24 # | 83,000 | 204,055 |
8
Principal amount° | Value (US $) | ||||
Convertible Bonds (continued) | |||||
Industrials (continued) | |||||
Danimer Scientific 144A 3.25% exercise price $10.79, maturity date 12/15/26 # | 53,000 | $ | 23,379 | ||
227,434 | |||||
Real Estate Investment Trusts — 0.39% | |||||
Blackstone Mortgage Trust 4.75% exercise price $36.23, maturity date 3/15/23 | 211,000 | 212,055 | |||
Summit Hotel Properties 1.50% exercise price $11.88, maturity date 2/15/26 | 76,000 | 69,806 | |||
281,861 | |||||
Technology — 1.64% | |||||
Block 0.125% exercise price $121.01, maturity date 3/1/25 | 126,000 | 123,638 | |||
InterDigital 144A 3.50% exercise price $77.49, maturity date 6/1/27 # | 278,000 | 263,266 | |||
ON Semiconductor 1.625% exercise price $20.72, maturity date 10/15/23 | 71,000 | 257,410 | |||
Palo Alto Networks 0.75% exercise price $88.78, maturity date 7/1/23 | 120,000 | 230,760 | |||
Quotient Technology 1.75% exercise price $17.36, maturity date 12/1/22 | 116,000 | 116,572 | |||
Semtech 144A 1.625% exercise price $37.27, maturity date 11/1/27 # | 94,000 | 98,606 | |||
Wolfspeed 144A 0.25% exercise price $127.22, maturity date 2/15/28 # | 94,000 | 90,945 | |||
1,181,197 | |||||
Transportation — 0.24% | |||||
Spirit Airlines 1.00% exercise price $49.07, maturity date 5/15/26 | 210,000 | 173,670 | |||
173,670 | |||||
Total Convertible
Bonds (cost $6,327,864) | 6,451,202 | ||||
Corporate Bonds — 31.15% | |||||
Automotive — 1.50% | |||||
Allison Transmission 144A 5.875% 6/1/29 # | 330,000 | 312,287 | |||
Ford Motor 4.75% 1/15/43 | 80,000 | 59,295 | |||
Ford Motor Credit | |||||
3.375% 11/13/25 | 310,000 | 286,362 | |||
4.542% 8/1/26 | 305,000 | 287,420 | |||
Goodyear Tire & Rubber 5.25% 7/15/31 | 155,000 | 133,056 | |||
1,078,420 | |||||
Basic Industry — 2.94% | |||||
ATI 5.125% 10/1/31 | 100,000 | 84,626 | |||
Avient 144A 5.75% 5/15/25 # | 88,000 | 85,905 | |||
Chemours 144A 5.75% 11/15/28 # | 155,000 | 136,322 | |||
First Quantum Minerals 144A 7.50% 4/1/25 # | 200,000 | 197,348 | |||
FMG Resources August
2006 144A 5.875% 4/15/30 # | 150,000 | 140,764 | |||
Freeport-McMoRan 5.45% 3/15/43 | 185,000 | 166,098 | |||
INEOS Quattro Finance 2 144A 3.375% 1/15/26 # | 200,000 | 178,036 | |||
Koppers 144A 6.00% 2/15/25 # | 215,000 | 200,568 | |||
Novelis 144A 4.75% 1/30/30 # | 195,000 | 173,617 | |||
Olin | |||||
5.00% 2/1/30 | 175,000 | 159,032 | |||
5.125% 9/15/27 | 195,000 | 183,022 | |||
Standard Industries 144A 4.75% 1/15/28 # | 145,000 | 131,631 | |||
Steel Dynamics 5.00% 12/15/26 | 280,000 | 276,131 | |||
2,113,100 | |||||
Capital Goods — 1.45% | |||||
Ardagh Packaging Finance 144A 5.25% 8/15/27 # | 300,000 | 227,445 | |||
Madison IAQ 144A 5.875% 6/30/29 # | 160,000 | 118,558 | |||
Sealed Air 144A 5.00% 4/15/29 # | 150,000 | 139,652 | |||
Terex 144A 5.00% 5/15/29 # | 180,000 | 163,078 | |||
TK Elevator US Newco 144A 5.25% 7/15/27 # | 300,000 | 272,698 | |||
TransDigm 144A 6.25% 3/15/26 # | 125,000 | 124,544 | |||
1,045,975 | |||||
Consumer Goods — 0.50% | |||||
Pilgrim's Pride 144A 4.25% 4/15/31 # | 150,000 | 130,187 | |||
Post Holdings | |||||
144A 5.625% 1/15/28 # | 180,000 | 171,996 | |||
144A 5.75% 3/1/27 # | 60,000 | 58,565 | |||
360,748 |
9
Schedule of investments
Delaware Investments® Dividend and Income Fund, Inc.
Principal amount° | Value (US $) | ||||
Corporate Bonds (continued) | |||||
Energy — 4.44% | |||||
Ascent Resources Utica Holdings | |||||
144A 5.875% 6/30/29 # | 170,000 | $ | 153,501 | ||
144A 7.00% 11/1/26 # | 80,000 | 78,530 | |||
Callon Petroleum 144A 8.00% 8/1/28 # | 200,000 | 197,827 | |||
Cheniere Corpus Christi Holdings | |||||
5.125% 6/30/27 | 40,000 | 40,082 | |||
5.875% 3/31/25 | 80,000 | 80,414 | |||
CNX Midstream Partners 144A 4.75% 4/15/30 # | 85,000 | 70,990 | |||
CNX Resources 144A 6.00% 1/15/29 # | 155,000 | 146,671 | |||
Crestwood Midstream Partners 144A 6.00% 2/1/29 # | 188,000 | 173,625 | |||
Energy Transfer 5.50% 6/1/27 | 115,000 | 114,902 | |||
EQM Midstream Partners 144A 4.75% 1/15/31 # | 275,000 | 231,840 | |||
Genesis Energy | |||||
7.75% 2/1/28 | 210,000 | 200,756 | |||
8.00% 1/15/27 | 160,000 | 152,919 | |||
Hilcorp Energy I | |||||
144A 6.00% 4/15/30 # | 170,000 | 156,527 | |||
144A 6.00% 2/1/31 # | 15,000 | 13,839 | |||
144A 6.25% 4/15/32 # | 77,000 | 70,739 | |||
Murphy Oil 6.375% 7/15/28 | 265,000 | 261,812 | |||
NuStar Logistics | |||||
5.625% 4/28/27 | 160,000 | 150,719 | |||
6.00% 6/1/26 | 113,000 | 109,702 | |||
Occidental Petroleum | |||||
6.45% 9/15/36 | 70,000 | 70,260 | |||
6.60% 3/15/46 | 180,000 | 183,838 | |||
6.625% 9/1/30 | 80,000 | 83,560 | |||
PDC Energy 5.75% 5/15/26 | 175,000 | 167,373 | |||
Southwestern Energy | |||||
5.375% 2/1/29 | 25,000 | 23,625 | |||
5.375% 3/15/30 | 110,000 | 103,555 | |||
7.75% 10/1/27 | 40,000 | 41,199 | |||
USA Compression Partners | |||||
6.875% 4/1/26 | 20,000 | 19,181 | |||
6.875% 9/1/27 | 98,000 | 93,724 | |||
3,191,710 | |||||
Financial Services — 1.40% | |||||
Ally Financial 5.75% 11/20/25 | 435,000 | 429,457 | |||
Castlelake Aviation Finance DAC 144A 5.00% 4/15/27 # | 230,000 | 195,883 | |||
Hightower Holding 144A 6.75% 4/15/29 # | 100,000 | 83,344 | |||
Midcap Financial Issuer Trust 144A 6.50% 5/1/28 # | 200,000 | 174,747 | |||
MSCI 144A 3.625% 11/1/31 # | 145,000 | 122,291 | |||
1,005,722 | |||||
Healthcare — 2.94% | |||||
1375209 BC 144A 9.00% 1/30/28 # | 52,000 | 51,350 | |||
Bausch Health | |||||
144A 11.00% 9/30/28 # | 92,000 | 71,070 | |||
144A 14.00% 10/15/30 # | 18,000 | 10,076 | |||
Centene 3.375% 2/15/30 | 245,000 | 209,008 | |||
Cheplapharm Arzneimittel 144A 5.50% 1/15/28 # | 200,000 | 166,551 | |||
CHS 144A 4.75% 2/15/31 # | 90,000 | 66,055 | |||
DaVita 144A 4.625% 6/1/30 # | 135,000 | 109,483 | |||
Encompass Health 5.75% 9/15/25 | 120,000 | 118,885 | |||
HCA | |||||
5.375% 2/1/25 | 405,000 | 404,523 | |||
5.875% 2/15/26 | 165,000 | 166,432 | |||
7.58% 9/15/25 | 80,000 | 83,347 | |||
ModivCare Escrow Issuer 144A 5.00% 10/1/29 # | 150,000 | 126,414 | |||
Service Corp International 4.00% 5/15/31 | 285,000 | 244,527 | |||
Tenet Healthcare | |||||
144A 4.25% 6/1/29 # | 160,000 | 139,009 | |||
144A 6.125% 10/1/28 # | 170,000 | 150,293 | |||
2,117,023 | |||||
Insurance — 0.93% | |||||
HUB International 144A 5.625% 12/1/29 # | 215,000 | 188,648 | |||
NFP | |||||
144A 6.875% 8/15/28 # | 160,000 | 135,553 | |||
144A 7.50% 10/1/30 # | 60,000 | 57,927 | |||
USI 144A 6.875% 5/1/25 # | 295,000 | 289,518 | |||
671,646 | |||||
Leisure — 2.73% | |||||
Boyd Gaming 4.75% 12/1/27 | 289,000 | 269,263 | |||
Caesars Entertainment 144A 6.25% 7/1/25 # | 295,000 | 291,953 | |||
Carnival | |||||
144A 5.75% 3/1/27 # | 300,000 | 223,500 | |||
144A 7.625% 3/1/26 # | 215,000 | 181,558 | |||
GLP Capital 5.375% 4/15/26 | 110,000 | 106,775 | |||
Hilton Domestic
Operating 144A 4.00% 5/1/31 # | 475,000 | 400,169 | |||
Royal Caribbean Cruises 144A 5.50% 4/1/28 # | 448,000 | 366,200 | |||
Scientific
Games International 144A 7.25% 11/15/29 # | 130,000 | 127,515 | |||
1,966,933 |
10
Principal amount° | Value (US $) | ||||
Corporate Bonds (continued) | |||||
Media — 2.83% | |||||
AMC Networks 4.25% 2/15/29 | 370,000 | $ | 276,227 | ||
CCO Holdings | |||||
144A 4.50% 8/15/30 # | 175,000 | 147,655 | |||
4.50% 5/1/32 | 40,000 | 33,053 | |||
144A 5.125% 5/1/27 # | 120,000 | 113,714 | |||
144A 5.375% 6/1/29 # | 130,000 | 118,129 | |||
CMG Media 144A 8.875% 12/15/27 # | 145,000 | 110,473 | |||
CSC Holdings | |||||
144A 3.375% 2/15/31 # | 250,000 | 180,778 | |||
144A 5.00% 11/15/31 # | 200,000 | 126,712 | |||
Cumulus Media New Holdings 144A 6.75% 7/1/26 # | 135,000 | 113,346 | |||
Directv Financing 144A 5.875% 8/15/27 # | 160,000 | 146,999 | |||
Gray Television 144A 4.75% 10/15/30 # | 290,000 | 215,049 | |||
Sirius XM Radio 144A 4.00%
7/15/28 # | 325,000 | 287,566 | |||
VZ
Secured Financing 144A 5.00% 1/15/32 # | 200,000 | 165,752 | |||
2,035,453 | |||||
Real Estate Investment Trusts — 0.17% | |||||
VICI Properties | |||||
144A 3.875% 2/15/29 # | 45,000 | 39,550 | |||
144A 5.75% 2/1/27 # | 85,000 | 82,474 | |||
122,024 | |||||
Retail — 1.85% | |||||
Asbury Automotive Group | |||||
144A 4.625% 11/15/29 # | 200,000 | 174,788 | |||
4.75% 3/1/30 | 95,000 | 81,386 | |||
Bath & Body Works | |||||
6.875% 11/1/35 | 160,000 | 145,019 | |||
6.95% 3/1/33 | 104,000 | 90,376 | |||
Bloomin' Brands 144A 5.125% 4/15/29 # | 150,000 | 129,782 | |||
CP Atlas Buyer 144A 7.00% 12/1/28 # | 80,000 | 58,664 | |||
Levi Strauss & Co. 144A 3.50% 3/1/31 # | 143,000 | 117,576 | |||
LSF9 Atlantis Holdings 144A 7.75% 2/15/26 # | 195,000 | 180,228 | |||
Murphy Oil USA 144A 3.75% 2/15/31 # | 145,000 | 118,915 | |||
PetSmart 144A 7.75% 2/15/29 # | 250,000 | 231,559 | |||
1,328,293 | |||||
Services — 2.16% | |||||
Aramark Services 144A 5.00% 2/1/28 # | 345,000 | 323,129 | |||
GFL Environmental 144A 3.75% 8/1/25 # | 59,000 | 55,311 | |||
Iron Mountain 144A 4.50% 2/15/31 # | 305,000 | 255,758 | |||
NESCO Holdings II 144A 5.50% 4/15/29 # | 145,000 | 127,740 | |||
Prime Security Services Borrower 144A 5.75% 4/15/26 # | 220,000 | 218,063 | |||
Sotheby's 144A 5.875% 6/1/29 # | 200,000 | 166,771 | |||
United Rentals North America
3.875% 2/15/31 | 149,000 | 128,369 | |||
Univar Solutions USA 144A 5.125% 12/1/27 # | 140,000 | 134,891 | |||
White Cap Buyer 144A 6.875% 10/15/28 # | 168,000 | 145,036 | |||
White Cap Parent 144A PIK 8.25% 3/15/26 #, « | 2,000 | 1,705 | |||
1,556,773 | |||||
Technology & Electronics — 0.93% | |||||
Entegris Escrow 144A 4.75% 4/15/29 # | 63,000 | 57,099 | |||
144A 5.95% 6/15/30 # | 180,000 | 168,363 | |||
Go Daddy Operating 144A 3.50% 3/1/29 # | 160,000 | 135,413 | |||
Sensata Technologies 144A
4.00% 4/15/29 # | 60,000 | 52,297 | |||
SS&C Technologies 144A 5.50% 9/30/27 # | 270,000 | 258,473 | |||
671,645 | |||||
Telecommunications — 2.26% | |||||
Altice France 144A 5.50% 10/15/29 # | 240,000 | 192,754 | |||
Altice France Holding 144A 6.00% 2/15/28 # | 305,000 | 205,093 | |||
Connect Finco 144A 6.75% 10/1/26 # | 200,000 | 189,327 | |||
Consolidated Communications 144A 5.00% 10/1/28 # | 70,000 | 52,982 | |||
144A 6.50% 10/1/28 # | 165,000 | 136,174 | |||
Digicel International
Finance 144A 8.75% 5/25/24 # | 200,000 | 175,276 | |||
Frontier Communications Holdings 144A 5.00% 5/1/28 # | 25,000 | 22,276 | |||
144A 5.875% 10/15/27 # | 260,000 | 247,728 | |||
144A 6.75% 5/1/29 # | 100,000 | 84,138 | |||
Sprint 7.875% 9/15/23 | 103,000 | 105,363 |
11
Schedule of investments
Delaware Investments® Dividend and Income Fund, Inc.
Principal amount° | Value (US $) | ||||
Corporate Bonds (continued) | |||||
Telecommunications (continued) | |||||
T-Mobile USA | |||||
2.625% 4/15/26 | 85,000 | $ | 78,049 | ||
3.375% 4/15/29 | 85,000 | 75,255 | |||
3.50% 4/15/31 | 66,000 | 57,588 | |||
1,622,003 | |||||
Transportation — 1.19% | |||||
American Airlines 144A 5.75% 4/20/29 # | 89,108 | 83,050 | |||
Delta Air Lines 7.375% 1/15/26 | 206,000 | 213,092 | |||
Laredo Petroleum 144A 7.75% 7/31/29 # | 135,000 | 128,925 | |||
Mileage Plus Holdings 144A 6.50% 6/20/27 # | 142,500 | 141,965 | |||
Seaspan 144A 5.50% 8/1/29 # | 225,000 | 173,624 | |||
United Airlines | |||||
144A 4.375% 4/15/26 # | 55,000 | 51,261 | |||
144A 4.625% 4/15/29 # | 70,000 | 62,388 | |||
854,305 | |||||
Utilities — 0.93% | |||||
Calpine | |||||
144A 5.00% 2/1/31 # | 285,000 | 246,826 | |||
144A 5.25% 6/1/26 # | 48,000 | 46,045 | |||
PG&E 5.25% 7/1/30 | 90,000 | 81,639 | |||
Vistra | |||||
144A 7.00% 12/15/26 #, µ, ψ | 200,000 | 179,152 | |||
144A 8.00% 10/15/26 #, µ, ψ | 120,000 | 114,221 | |||
667,883 | |||||
Total Corporate Bonds (cost $25,197,452) | 22,409,656 |
Number of shares | |||||
Common Stocks — 89.59% | |||||
Communication Services — 6.39% | |||||
Century Communications =, † | 500,000 | 0 | |||
Comcast Class A | 44,948 | 1,646,894 | |||
Verizon Communications | 37,300 | 1,453,954 | |||
Walt Disney † | 15,279 | 1,495,356 | |||
4,596,204 | |||||
Consumer Discretionary — 7.52% | |||||
Dollar General | 7,175 | 1,834,504 | |||
Dollar Tree † | 11,600 | 1,743,364 | |||
TJX | 22,900 | 1,833,145 | |||
5,411,013 | |||||
Consumer Staples — 5.41% | |||||
Archer-Daniels-Midland | 19,800 | 1,930,500 | |||
Conagra Brands | 51,663 | 1,962,161 | |||
3,892,661 | |||||
Energy — 2.57% | |||||
ConocoPhillips | 14,979 | 1,850,056 | |||
1,850,056 | |||||
Financials — 13.07% | |||||
American International Group | 31,500 | 1,987,965 | |||
Discover Financial Services | 17,600 | 1,907,136 | |||
MetLife | 25,864 | 1,983,769 | |||
Truist Financial | 38,200 | 1,788,142 | |||
US Bancorp | 38,200 | 1,733,898 | |||
9,400,910 | |||||
Healthcare — 15.39% | |||||
Baxter International | 31,900 | 1,803,307 | |||
Cigna | 5,208 | 1,712,859 | |||
CVS Health | 17,500 | 1,782,900 | |||
Healthcare Realty Trust | 2,740 | 56,252 | |||
Hologic † | 24,459 | 1,862,798 | |||
Johnson & Johnson | 10,400 | 1,851,200 | |||
Merck & Co. | 18,200 | 2,004,184 | |||
11,073,500 | |||||
Industrials — 10.59% | |||||
Dover | 13,295 | 1,887,226 | |||
Honeywell International | 8,924 | 1,959,264 | |||
Northrop Grumman | 3,400 | 1,813,186 | |||
Raytheon Technologies | 19,814 | 1,956,038 | |||
7,615,714 | |||||
Information Technology — 14.74% | |||||
Broadcom | 3,300 | 1,818,399 | |||
Cisco Systems | 38,000 | 1,889,360 | |||
Cognizant Technology Solutions Class A | 24,782 | 1,541,688 | |||
Fidelity National Information Services | 19,139 | 1,389,109 | |||
Motorola Solutions | 7,100 | 1,932,620 | |||
Oracle | 24,500 | 2,034,235 | |||
10,605,411 | |||||
Materials — 2.74% | |||||
DuPont de Nemours | 27,932 | 1,969,485 | |||
1,969,485 | |||||
REIT Diversified — 0.08% | |||||
LXP Industrial Trust | 5,276 | 56,770 | |||
56,770 | |||||
REIT Healthcare — 0.68% | |||||
Alexandria Real Estate Equities | 840 | 130,712 | |||
CareTrust REIT | 2,570 | 50,886 |
12
Number of shares | Value (US $) | ||||
Common Stocks (continued) | |||||
REIT Healthcare (continued) | |||||
Healthpeak Properties | 2,300 | $ | 60,398 | ||
Medical Properties Trust | 4,020 | 52,742 | |||
Ventas | 741 | 34,479 | |||
Welltower | 2,254 | 160,102 | |||
489,319 | |||||
REIT Hotel — 0.28% | |||||
Gaming and Leisure Properties | 1,140 | 59,975 | |||
VICI Properties | 4,068 | 139,126 | |||
199,101 | |||||
REIT Industrial — 0.98% | |||||
Plymouth Industrial REIT | 860 | 17,802 | |||
Prologis | 5,520 | 650,201 | |||
Terreno Realty | 610 | 35,770 | |||
703,773 | |||||
REIT Information Technology — 0.66% | |||||
Digital Realty Trust | 1,338 | 150,471 | |||
Equinix | 466 | 321,843 | |||
472,314 | |||||
REIT Lodging — 0.23% | |||||
Apple Hospitality REIT | 6,429 | 109,679 | |||
Chatham Lodging Trust † | 3,288 | 43,960 | |||
Host Hotels & Resorts | 720 | 13,637 | |||
167,276 | |||||
REIT Mall — 0.20% | |||||
Simon Property Group | 1,196 | 142,850 | |||
142,850 | |||||
REIT Manufactured Housing — 0.26% | |||||
Equity LifeStyle Properties | 1,300 | 86,346 | |||
Sun Communities | 700 | 102,830 | |||
189,176 | |||||
REIT Multifamily — 2.91% | |||||
American Homes 4 Rent Class A | 1,505 | 49,770 | |||
AvalonBay Communities | 742 | 129,776 | |||
Camden Property Trust | 583 | 70,153 | |||
Equity Residential | 24,963 | 1,619,100 | |||
Essex Property Trust | 500 | 110,190 | |||
Mid-America Apartment Communities | 499 | 82,275 | |||
UDR | 775 | 32,139 | |||
2,093,403 | |||||
REIT Office — 0.24% | |||||
Cousins Properties | 1,866 | 49,225 | |||
Douglas Emmett | 870 | 15,069 | |||
Highwoods Properties | 1,693 | 50,452 | |||
Kilroy Realty | 665 | 28,741 | |||
Piedmont Office Realty Trust Class A | 2,491 | 25,931 | |||
169,418 | |||||
REIT Self-Storage — 0.80% | |||||
CubeSmart | 778 | 32,201 | |||
Extra Space Storage | 931 | 149,602 | |||
Life Storage | 937 | 100,718 | |||
National Storage Affiliates Trust | 880 | 35,033 | |||
Public Storage | 860 | 256,246 | |||
573,800 | |||||
REIT Shopping Center — 0.61% | |||||
Agree Realty | 500 | 34,975 | |||
Brixmor Property Group | 3,795 | 87,968 | |||
Kimco Realty | 3,094 | 70,914 | |||
Kite Realty Group Trust | 2,542 | 57,958 | |||
Regency Centers | 1,065 | 70,748 | |||
Retail Opportunity Investments | 3,914 | 59,688 | |||
SITE Centers | 3,096 | 42,075 | |||
Urban Edge Properties | 831 | 13,072 | |||
437,398 | |||||
REIT Single Tenant — 0.49% | |||||
Four Corners Property Trust | 1,611 | 43,723 | |||
National Retail Properties | 755 | 35,002 | |||
Realty Income | 2,330 | 146,953 | |||
Spirit Realty Capital | 1,358 | 56,248 | |||
STORE Capital | 2,229 | 71,105 | |||
353,031 | |||||
REIT Specialty — 0.38% | |||||
EPR Properties | 225 | 9,362 | |||
Essential Properties Realty Trust | 1,905 | 44,215 | |||
Invitation Homes | 4,276 | 139,526 | |||
Lamar Advertising Class A | 240 | 24,034 | |||
Outfront Media | 570 | 10,425 | |||
WP Carey | 610 | 48,068 | |||
275,630 | |||||
Utilities — 2.37% | |||||
Edison International | 25,600 | 1,706,496 | |||
1,706,496 | |||||
Total Common Stocks (cost $52,624,710) | 64,444,709 | ||||
Convertible Preferred Stock — 1.29% | |||||
2020 Mandatory Exchangeable Trust 144A 6.50% exercise price $47.09, maturity date 5/16/23 # | 95 | 96,709 | |||
Algonquin Power & Utilities 7.75% exercise price $18.00, maturity date 6/15/24 | 3,449 | 90,364 |
13
Schedule of investments
Delaware Investments® Dividend and Income Fund, Inc.
Number of shares | Value (US $) | ||||
Convertible Preferred Stock (continued) | |||||
AMG Capital Trust II 5.15% exercise price $195.47, maturity date 10/15/37 | 1,374 | $ | 71,063 | ||
Bank of America 7.25% exercise price $50.00 ω | 96 | 116,973 | |||
El Paso Energy Capital Trust I 4.75% exercise price $34.49, maturity date 3/31/28 | 3,327 | 152,543 | |||
Elanco Animal Health 5.00% exercise price $38.40, maturity date 2/1/23 | 2,890 | 59,939 | |||
Lyondellbasell Advanced Polymers 6.00% exercise price $52.33 ω | 133 | 113,050 | |||
RBC Bearings 5.00% exercise price $226.60, maturity date 10/15/24 | 623 | 72,137 | |||
UGI 7.25% exercise price $52.57, maturity date 6/1/24 | 1,715 | 151,349 | |||
Total Convertible Preferred Stock (cost $1,051,746) | 924,127 | ||||
Short-Term Investments — 1.73% | |||||
Money Market Mutual Funds — 1.73% | |||||
BlackRock Liquidity FedFund - Institutional Shares (seven-day effective yield 3.55%) | 310,963 | 310,963 | |||
Fidelity Investments Money Market Government Portfolio - Class I (seven-day effective yield 3.56%) | 310,963 | 310,963 | |||
Goldman Sachs Financial Square Government Fund - Institutional Shares (seven-day effective yield 3.80%) | 310,963 | 310,963 | |||
Morgan Stanley Institutional Liquidity Funds Government Portfolio - Institutional Class (seven-day effective yield 3.62%) | 310,963 | 310,963 | |||
Total Short-Term
Investments (cost $1,243,852) | 1,243,852 | ||||
Total Value of Securities—132.73%
(cost $86,445,624) | $95,473,546 |
° | Principal amount shown is stated in USD unless noted that the security is denominated in another currency. |
# | Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At November 30, 2022, the aggregate value of Rule 144A securities was $17,407,070, which represents 24.20% of the Fund's net assets. See Note 9 in “Notes to financial statements." |
^ | Zero-coupon security. The rate shown is the effective yield at the time of purchase. |
« | PIK. The first payment of cash and/or principal will be made after November 30, 2022. |
µ | Fixed to variable rate investment. The rate shown reflects the fixed rate in effect at November 30, 2022. Rate will reset at a future date. |
ψ | Perpetual security. Maturity date represents next call date. |
= | The value of this security was determined using significant unobservable inputs and is reported as a Level 3 security in the disclosure table located in Note 3 in “Notes to financial statements.” |
† | Non-income producing security. |
ω | Perpetual security with no stated maturity date. |
Summary of abbreviations:
DAC - Designated Activity Company
MSCI - Morgan Stanley Capital International
PIK - Payment-in-kind
REIT - Real Estate Investment Trust
USD - US Dollar
See accompanying notes, which are an integral part of the financial statements.
14
Statement of assets and liabilities
Delaware Investments® Dividend and Income Fund, Inc.
November 30, 2022
Assets: | |||
Investments, at value* | $ | 95,473,546 | |
Foreign currencies, at value∆ | 3,221 | ||
Dividends and interest receivable | 544,709 | ||
Receivable for securities sold | 121,330 | ||
Foreign tax reclaims receivable | 3,680 | ||
Other assets | 569 | ||
Total Assets | 96,147,055 | ||
Liabilities: | |||
Due to custodian | 23,685 | ||
Borrowing under line of credit | 24,000,000 | ||
Other accrued expenses | 134,773 | ||
Investment management fees payable to affiliates | 42,155 | ||
Administration expenses payable to affiliates | 9,838 | ||
Interest expense payable on line of credit | 3,340 | ||
Total Liabilities | 24,213,791 | ||
Total Net Assets | $ | 71,933,264 | |
Net Assets Consist of: | |||
Common stock, $0.01 par value, 500,000,000 shares authorized to the Fund | $ | 61,270,461 | |
Total distributable earnings (loss) | 10,662,803 | ||
Total Net Assets | $ | 71,933,264 | |
Common Shares: | |||
Net assets | $ | 71,933,264 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | 7,611,158 | ||
Net asset value per share | $ | 9.45 | |
* Investments, at cost | $ | 86,445,624 | |
∆ Foreign currencies, at cost | 3,018 |
See accompanying notes, which are an integral part of the financial statements.
15
Delaware Investments® Dividend and Income Fund, Inc.
Year ended November 30, 2022
Investment Income: | |||
Dividends | $ | 1,687,083 | |
Interest | 1,388,984 | ||
Foreign tax withheld | (1,258 | ) | |
3,074,809 | |||
Expenses: | |||
Management fees | 560,327 | ||
Interest expense | 607,831 | ||
Dividend disbursing and transfer agent fees and expenses | 103,286 | ||
Reports and statements to shareholders expenses | 101,473 | ||
Accounting and administration expenses | 59,849 | ||
Legal fees | 48,815 | ||
Audit and tax fees | 41,767 | ||
Directors' fees and expenses | 7,846 | ||
Custodian fees | 6,725 | ||
Registration fees | 134 | ||
Other | 115,436 | ||
Total operating expenses | 1,653,489 | ||
Net Investment Income (Loss) | 1,421,320 | ||
Net Realized and Unrealized Gain (Loss): | |||
Net realized gain (loss) on: | |||
Investments | 5,631,994 | ||
Foreign currencies | (42 | ) | |
Net realized gain (loss) | 5,631,952 | ||
Net change in unrealized appreciation (depreciation) on: | |||
Investments | (7,314,173 | ) | |
Foreign currencies | (80 | ) | |
Net change in unrealized appreciation (depreciation) | (7,314,253 | ) | |
Net Realized and Unrealized Gain (Loss) | (1,682,301 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (260,981 | ) |
See accompanying notes, which are an integral part of the financial statements.
16
Statements of changes in net assets
Delaware Investments® Dividend and Income Fund, Inc.
Year ended | |||||||
11/30/22 | 11/30/21 | ||||||
Increase (Decrease) in Net Assets from Operations: | |||||||
Net investment income (loss) | $ | 1,421,320 | $ | 1,899,995 | |||
Net realized gain (loss) | 5,631,952 | 6,753,905 | |||||
Net change in unrealized appreciation (depreciation) | (7,314,253 | ) | 4,627,757 | ||||
Net increase (decrease) in net assets resulting from operations | (260,981 | ) | 13,281,657 | ||||
Dividends and Distributions to Shareholders from: | |||||||
Distributable earnings | (8,038,905 | ) | (5,886,470 | ) | |||
Total distributions to shareholders | (8,038,905 | ) | (5,886,470 | ) | |||
Net Increase (Decrease) in Net Assets | (8,299,886 | ) | 7,395,187 | ||||
Net Assets: | |||||||
Beginning of year | 80,233,150 | 72,837,963 | |||||
End of year | $ | 71,933,264 | $ | 80,233,150 |
See accompanying notes, which are an integral part of the financial statements.
17
Delaware Investments® Dividend and Income Fund, Inc.
Year ended November 30, 2022
Cash flows provided by (used for) operating activities: | |||
Net increase (decrease) in net assets resulting from operations | $ | (260,981 | ) |
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities: |
|||
Amortization of premium and accretion of discount on investments, net | 106,218 | ||
Proceeds from disposition of investment securities | 28,385,731 | ||
Purchase of investment securities | (20,581,754 | ) | |
Proceeds (purchase) from disposition of short-term investment securities, net | 3,586,324 | ||
Net realized (gain) loss on investments | (5,631,994 | ) | |
Net change in unrealized (appreciation) depreciation of investments | 7,314,173 | ||
Net change in unrealized (appreciation) depreciation of foreign currencies | 80 | ||
Return of capital distributions on investments | 108,094 | ||
(Increase) decrease in receivable for securities sold | 586,280 | ||
(Increase) decrease in dividends and interest receivable | 18,435 | ||
Increase (decrease) in foreign tax reclaims receivable | 45 | ||
Increase (decrease) in other assets | (569 | ) | |
Increase (decrease) in payable for securities purchased | (75,805 | ) | |
Increase (decrease) in administration expenses payable to affiliates | 9,175 | ||
Increase (decrease) in investment management fees payable to affiliates | (9,079 | ) | |
Increase (decrease) in reports and statements to shareholders expenses payable to affiliates | (84 | ) | |
Increase (decrease) in directors' fees and expense payable to affiliates | (251 | ) | |
Increase (decrease) in legal fees payable to affiliates | (925 | ) | |
Increase (decrease) in other accrued expenses | 23,281 | ||
(Increase) decrease in interest expense payable on line of credit | 3,340 | ||
Total adjustments | 13,840,715 | ||
Net cash provided by (used for) operating activities | 13,579,734 | ||
Cash provided by (used for) financing activities: | |||
Cash received from borrowings under line of credit | 2,500,000 | ||
Cash payments to reduce borrowing under line of credit | (8,000,000 | ) | |
Cash dividends and distributions paid to shareholders | (8,038,905 | ) | |
Increase (decrease) in bank overdraft | (37,528 | ) | |
Net cash provided by (used for) financing activities | (13,576,433 | ) | |
Effect of exchange rates on cash | (80 | ) | |
Net increase (decrease) in cash | 3,221 | ||
Cash and foreign currencies at beginning of year | — | ||
Cash and foreign currencies at end of year | $ | 3,221 | |
Cash paid during the period for interest expense from borrowings | $ | 604,491 |
See accompanying notes, which are an integral part of the financial statements.
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Delaware Investments® Dividend and Income Fund, Inc.
Selected data for each share of the Fund outstanding throughout each period were as follows:
Year ended | ||||||||||||||||||||
11/30/22 | 11/30/21 | 11/30/20 | 11/30/19 | 11/30/18 | ||||||||||||||||
Net asset value, beginning of period | $ | 10.54 | $ | 9.57 | $ | 10.99 | $ | 11.09 | $ | 12.09 | ||||||||||
Income (loss) from investment operations | ||||||||||||||||||||
Net investment income1 | 0.19 | 0.25 | 0.26 | 0.31 | 0.28 | |||||||||||||||
Net realized and unrealized gain (loss) | (0.23 | ) | 1.49 | (0.83 | ) | 0.68 | 0.01 | |||||||||||||
Total from investment operations | (0.04 | ) | 1.74 | (0.57 | ) | 0.99 | 0.29 | |||||||||||||
Less dividends and distributions from: | ||||||||||||||||||||
Net investment income | (1.05 | ) | (0.77 | ) | (0.44 | ) | (1.09 | ) | (0.95 | ) | ||||||||||
Net realized gain | — | — | — | — | (0.34 | ) | ||||||||||||||
Return of capital | — | — | (0.41 | ) | — | — | ||||||||||||||
Total dividends and distributions | (1.05 | ) | (0.77 | ) | (0.85 | ) | (1.09 | ) | (1.29 | ) | ||||||||||
Net asset value, end of period | $ | 9.45 | $ | 10.54 | $ | 9.57 | $ | 10.99 | $ | 11.09 | ||||||||||
Market value, end of period | $ | 8.53 | $ | 10.82 | $ | 8.90 | $ | 14.09 | $ | 12.42 | ||||||||||
Total return based on:2 | ||||||||||||||||||||
Net asset value | (0.47% | ) | 18.39% | (4.95% | ) | 7.51% | 3 | 2.55% | ||||||||||||
Market value | (12.49% | ) | 30.69% | (31.05% | ) | 23.07% | 27.97% | |||||||||||||
Ratios and supplemental data: | ||||||||||||||||||||
Net assets, end of period (000 omitted) | $ | 71,933 | $ | 80,233 | $ | 72,838 | $ | 84,481 | $ | 85,244 | ||||||||||
Ratio of expenses to average net assets4, 5, 6, 7 | 2.23% | 1.75% | 2.12% | 3.15% | 2.48% | |||||||||||||||
Ratio of net investment income to average net assets8 | 1.91% | 2.35% | 2.78% | 2.88% | 2.37% | |||||||||||||||
Portfolio turnover | 21% | 38% | 56% | 52% | 29% | |||||||||||||||
Leverage analysis: | ||||||||||||||||||||
Debt outstanding at end of period at par (000 omitted) | $ | 24,000 | $ | 29,500 | $ | 25,900 | $ | 35,000 | $ | 40,000 | ||||||||||
Asset coverage per $1,000 of debt outstanding at end of period | $ | 3,997 | $ | 3,720 | $ | 3,812 | $ | 3,414 | $ | 3,131 |
1 | Calculated using average shares outstanding. |
2 | Total return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for the purpose of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total return based on net asset value will be lower than total return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. |
3 | General Motors term loan litigation were included in total return. If excluded, the impact on the total return would be 0.18% lower. |
4 | Expense ratios do not include expenses of any investment companies in which the Fund invests. |
5 | The ratio of expenses before interest expense to adjusted average net assets (excluding debt outstanding) for the years ended November 30, 2022, 2021, 2020, 2019, and 2018 were 1.03%, 1.02%, 1.08%, 1.26%, and 0.86%, respectively. |
6 | The ratio of interest expense to average net assets for the years ended November 30, 2022, 2021, 2020, 2019, and 2018 were 0.82%, 0.36%, 0.61%, 1.35%, and 1.23% respectively. |
7 | The ratio of interest expense to adjusted average net assets (excluding debt outstanding) for the years ended November 30, 2022, 2021, 2020, 2019, and 2018 were 0.60%, 0.27%, 0.43%, 0.95%, and 0.85%, respectively. |
8 | The ratio of net investment income to adjusted average net assets (excluding debt outstanding) for the years ended November 30, 2022, 2021, 2020, 2019, and 2018 were 1.40%, 1.73%, 1.99%, 2.03%, and 1.64%, respectively. |
See accompanying notes, which are an integral part of the financial statements.
19
Delaware Investments® Dividend and Income Fund, Inc.
November 30, 2022
Delaware Investments® Dividend and Income Fund, Inc. (Fund) is organized as a Maryland corporation and is a diversified closed-end management investment company under the Investment Company Act of 1940, as amended (1940 Act). The Fund’s shares trade on the New York Stock Exchange (NYSE) under the symbol DDF.
1. Significant Accounting Policies
The Fund follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services — Investment Companies. The following accounting policies are in accordance with US generally accepted accounting principles (US GAAP) and are consistently followed by the Fund.
Security Valuation — Equity securities and exchange-traded funds (ETFs), except those traded on the Nasdaq Stock Market LLC (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the NYSE on the valuation date. Equity securities and ETFs traded on the Nasdaq are valued in accordance with the Nasdaq Official Closing Price, which may not be the last sales price. If, on a particular day, an equity security or ETF does not trade, the mean between the bid and the ask prices will be used, which approximates fair value. Equity securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. US government and agency securities are valued at the mean between the bid and the ask prices, which approximates fair value. Other debt securities are valued based upon valuations provided by an independent pricing service or broker and reviewed by management. To the extent current market prices are not available, the pricing service may take into account developments related to the specific security, as well as transactions in comparable securities. Valuations for fixed income securities utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Open-end investment companies, other than ETFs, are valued at their published net asset value (NAV). Foreign currency exchange contracts are valued at the mean between the bid and the ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Fund’s valuation designee, Delaware Management Company (DMC). Subject to the oversight of the Fund’s Board of Trustees (Board), DMC, as valuation designee, has adopted policies and procedures to fair value securities for which market quotations are not readily available consistent with the requirements of Rule 2a-5 under the 1940 Act. In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures or suspension of trading in a security. Restricted securities and private placements are valued at fair value.
Federal and Foreign Income Taxes — No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken or expected to be taken on the Fund’s federal income tax returns through the year ended November 30, 2022 and for all open tax years (years ended November 30, 2019-November 30, 2021), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. In regard to foreign taxes only, the Fund has open tax years in certain foreign countries in which it invests that may date back to the inception of the Fund. If applicable, the Fund recognizes interest accrued on unrecognized tax benefits in interest expense and penalties in “Other” on the “Statement of operations.” During the year ended November 30, 2022, the Fund did not incur any interest or tax penalties.
Distributions — The Fund has implemented a managed distribution policy. Under the policy, the Fund is managed with a goal of generating as much of the distribution as possible from net investment income and short-term capital gains. The balance of the distribution will then come from long-term capital gains to the extent permitted, and if necessary, a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” Even though the Fund may realize current year capital gains, such gains may be offset, in whole or in part, by the Fund’s capital loss carryovers from prior years. The Fund’s managed distribution policy is described in more detail on the inside front cover of this report.
Cash and Cash Equivalents — Cash and cash equivalents include deposits held at financial institutions, which are available for the Fund’s use with no restrictions, with original maturities of 90 days or less.
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Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Fund’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into US dollars at the exchange rate of such currencies against the US dollar. Transaction gains or losses resulting from changes in exchange rates during the reporting period or upon settlement of the foreign currency transaction are reported in operations for the current period. The Fund generally does not bifurcate that portion of realized gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices. These gains and losses are included on the “Statement of operations” under “Net realized gain (loss) on investments.” The Fund reports certain foreign currency related transactions as components of realized gains (losses) for financial reporting purposes, whereas such components are treated as ordinary income (loss) for federal income tax purposes.
Use of Estimates — The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the fair value of investments, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material.
Other — Expenses directly attributable to the Fund are charged directly to the Fund. Other expenses common to various funds within the Delaware Funds by Macquarie® (Delaware Funds) are generally allocated among such funds on the basis of average net assets. Management fees and certain other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date) for financial reporting purposes. Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Income and capital gain distributions from any investment companies (Underlying Funds) in which the Fund invests are recorded on the ex-dividend date. Discounts and premiums on debt securities are accreted or amortized to interest income, respectively, over the lives of the respective securities using the effective interest method. Distributions received from investments in real estate investment trusts (REITs) are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distributions by the issuer. The financial statements reflect an estimate of the reclassification of the distribution character. Distributions received from investments in master limited partnerships are recorded as return of capital on the ex-dividend date. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Fund is aware of such dividends, net of all tax withholdings, a portion of which may be reclaimable. Withholding taxes and reclaims on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
2. Investment Management, Administration Agreements, and Other Transactions with Affiliates
In accordance with the terms of its investment management agreement, the Fund pays DMC, a series of Macquarie Investment Management Business Trust, and the investment manager, an annual fee of 0.55%, calculated daily and paid monthly, of the adjusted average daily net assets of the Fund. For purposes of the calculation of investment management fees, adjusted average daily net assets excludes the line of credit liability.
DMC’s affiliate, Macquarie Investment Management Austria Kapitalanlage AG (MIMAK), acts as sub-advisor to the Manager and provides asset allocation services to the Fund. MIMAK has primary day-to-day responsibility for managing the Fund and may allocate assets to its affiliate, Macquarie Investment Management Global Limited (MIMGL), to invest in real estate investment trust securities and other equity asset classes to which MIMAK may allocate assets. MIMAK may also allocate assets to the Manager.
DMC, and as applicable, MIMAK, may seek investment advice and recommendations from its affiliates: Macquarie Investment Management Europe Limited, MIMAK, and MIMGL (together, the “Affiliated Fixed Income Sub-Advisors”). The Manager may also permit these Affiliated Fixed Income Sub-Advisors to execute Fund fixed income security trades on behalf of the Manager and exercise investment discretion for securities in certain markets where DMC believes it will be beneficial to utilize an Affiliated Fixed Income Sub-Advisor’s specialized market knowledge. DMC may permit its affiliates, MIMGL and Macquarie Funds Management Hong Kong Limited (together, the “Affiliated Equity Sub-Advisors”), to execute Fund equity security trades on behalf of the Manager. The Manager may also seek quantitative support from MIMGL. Although the Affiliated Equity Sub-Advisors serve as sub-advisors, DMC has ultimate responsibility for all investment advisory services. For these services, DMC, not the Fund, may pay each Affiliated Fixed Income Sub-Advisor and Affiliated Equity Sub-Advisor a portion of its investment management fee.
21
Notes to financial statements
Delaware Investments® Dividend and Income Fund, Inc.
2. Investment Management, Administration Agreements, and Other Transactions with Affiliates (continued)
Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administrative oversight services to the Fund. For these services, DIFSC’s fees are calculated daily and paid monthly, based on the aggregate daily net assets (excluding the line of credit liability) of all funds within the Delaware Funds at the following annual rates: 0.00475% of the first $35 billion; 0.0040% of the next $10 billion; 0.0025% of the next $45 billion; and 0.0015% of aggregate average daily net assets in excess of $90 billion (Total Fee). Each fund in the Delaware Funds pays a minimum of $4,000, which, in aggregate, is subtracted from the Total Fee. Each fund then pays its portion of the remainder of the Total Fee on a relative NAV basis. This amount is included on the “Statement of operations” under “Accounting and administration expenses.” For the year ended November 30, 2022, the Fund paid $12,796 for these services.
As provided in the investment management agreement, the Fund bears a portion of the cost of certain resources shared with DMC, including the cost of internal personnel of DMC and/or its affiliates that provide legal and regulatory reporting services to the Fund. This amount is included on the “Statement of operations” under “Legal fees.” For the year ended November 30, 2022, the Fund paid $19,858 for internal legal and regulatory reporting services provided by DMC and/or its affiliates’ employees.
Directors’ fees include expenses accrued by the Fund for each Director’s retainer and meeting fees. Certain officers of DMC and DIFSC are officers and/or Directors of the Fund. These officers and Directors are paid no compensation by the Fund.
In addition to the management fees and other expenses of the Fund, the Fund indirectly bears the investment management fees and other expenses of any Underlying Funds in which it invests. The amount of these fees and expenses incurred indirectly by the Fund will vary based upon the expense and fee levels of any Underlying Funds and the number of shares that are owned of any Underlying Funds at different times.
3. Investments
For the year ended November 30, 2022, the Fund made purchases and sales of investment securities other than short-term investments as follows:
Purchases | $ | 20,581,754 | |
Sales | 28,385,731 |
The tax cost of investments includes adjustments to net unrealized appreciation (depreciation) which may not necessarily be the final tax cost basis adjustments but which approximate the tax basis unrealized gains and losses that may be realized and distributed to shareholders. At November 30, 2022, the cost and unrealized appreciation (depreciation) of investments for federal income tax purposes for the Fund were as follows:
Cost of investments | $ | 86,739,449 | ||
Aggregate unrealized appreciation of investments | $ | 15,855,654 | ||
Aggregate unrealized depreciation of investments | (7,121,557 | ) | ||
Net unrealized appreciation of investments | $ | 8,734,097 |
US GAAP defines fair value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. A three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the
22
asset or liability based on the best information available under the circumstances. The Fund’s investment in its entirety is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-level hierarchy of inputs is summarized as follows:
Level 1 – | Inputs are quoted prices in active markets for identical investments. (Examples: equity securities, open-end investment companies, futures contracts, and exchange-traded options contracts) |
Level 2 – | Other observable inputs, including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or other market-corroborated inputs. (Examples: debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, and fair valued securities) |
Level 3 – | Significant unobservable inputs, including the Fund’s own assumptions used to determine the fair value of investments. (Examples: broker-quoted securities and fair valued securities) |
Level 3 investments are valued using significant unobservable inputs. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Valuations may also be based upon current market prices of securities that are comparable in coupon, rating, maturity, and industry. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.
The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of November 30, 2022:
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Securities | ||||||||||||||
Assets: | ||||||||||||||
Common Stocks | $ | 64,444,709 | $ | — | $ | — | 1 | $ | 64,444,709 | |||||
Convertible Bonds | — | 6,451,202 | — | 6,451,202 | ||||||||||
Convertible Preferred Stock | 924,127 | — | — | 924,127 | ||||||||||
Corporate Bonds | — | 22,409,656 | — | 22,409,656 | ||||||||||
Short-Term Investments | 1,243,852 | — | — | 1,243,852 | ||||||||||
Total Value of Securities | $ | 66,612,688 | $ | 28,860,858 | $ | — | $ | 95,473,546 |
1 | The security that has been valued at zero on the “Schedule of investments” is considered to be Level 3 investments in this table. |
During the year ended November 30, 2022, there were no transfers into or out of Level 3 investments that had a significant impact to the Fund. The Fund’s policy is to recognize transfers into or out of Level 3 investments based on fair value at the beginning of the reporting period.
A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning or end of the year in relation to the Fund’s net assets. Management has determined not to provide a reconciliation of Level 3 investments as the Level 3 investments were not considered significant to the Fund’s net assets at the beginning or end of the period. Management has determined not to provide additional disclosure on Level 3 investments since the Level 3 investments are not considered significant to the Fund’s net assets at the end of the year.
23
Notes to financial statements
Delaware Investments® Dividend and Income Fund, Inc.
4. Dividend and Distribution Information
Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from US GAAP. Additionally, distributions from net gains on foreign currency transactions and short-term gains on sales of investment securities are treated as ordinary income for federal income tax purposes. The tax character of dividends and distributions paid during the years ended November 30, 2022 and 2021 were as follows:
Year ended | |||||||
11/30/22 | 11/30/21 | ||||||
Ordinary income | $ | 1,581,001 | $ | 3,575,709 | |||
Long-term capital gains | 6,457,904 | 2,310,761 | |||||
Total | $ | 8,038,905 | $ | 5,886,470 |
5. Components of Net Assets on a Tax Basis
As of November 30, 2022, the components of net assets on a tax basis were as follows:
Shares of beneficial interest | $ | 61,270,461 |
Undistributed long-term capital gains | 1,928,706 | |
Net unrealized appreciation on investments and foreign currencies | 8,734,097 | |
Net assets | $ | 71,933,264 |
The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales, tax treatment of trust preferred securities, and market discount and premium on debt instruments.
For financial reporting purposes, capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Results of operations and net assets were not affected by these reclassifications. For the year ended November 30, 2022, the Fund had no reclassifications.
6. Capital Stock
Shares obtained under the Fund’s dividend reinvestment plan are purchased by the Fund’s transfer agent, Computershare, Inc., in the open market. There were no shares issued under the Fund’s dividend reinvestment plan for the years ended November 30, 2022 and 2021.
The Fund’s Board authorized management to implement an open-market share repurchase program pursuant to which the Fund may purchase up to 10% of the Fund’s shares, from time to time, in open-market transactions, at the discretion of management. The share repurchase program commenced on August 1, 2017 and has no stated expiration date.
The Fund did not repurchase shares under any share repurchase program during the year ended November 30, 2022 and the year ended November 30, 2021.
The Fund intends to repurchase its common shares, at such times and in such amounts as is deemed advisable and in accordance with applicable law, subject to various factors, including the limitations imposed by the federal securities laws governing the repurchase of an issuer’s shares by the issuer.
7. Line of Credit
For the year ended November 30, 2022, the Fund borrowed a portion of the money available to it pursuant to a $40,000,000 Amended and Restated Credit Agreement with The Bank of New York Mellon (BNY Mellon) that expired on June 10, 2022. Effective June 10, 2022, the Fund entered into Amendment No. 7 to the Amended and Restated Credit Agreement in the Commitment Amount of $40,000,000 that is scheduled to
24
terminate on June 9, 2023. Depending on market conditions and amount borrowed, the amount borrowed by the Fund pursuant to the Credit Agreement may be reduced or possibly increased in the future.
At November 30, 2022, the par value of loans outstanding was $24,000,000, at a variable interest rate of 1.00%. The carrying value of the loan approximates fair value. During the year ended November 30, 2022, the average daily balance of loans outstanding was $27,564,384 at a weighted average interest rate of approximately 2.18%. Interest on borrowing is based on a variable short-term rate plus an applicable margin. The commitment fee under the Amended and Restated Credit Agreement was computed at a rate of 0.15% per annum on the unused balance. The loan is collateralized by the Fund’s portfolio.
8. Securities Lending
The Fund, along with other funds in the Delaware Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with BNY Mellon. At the time a security is loaned, the borrower must post collateral equal to the required percentage of the market value of the loaned security, including any accrued interest. The required percentage is: (1) 102% with respect to US securities and foreign securities that are denominated and payable in US dollars; and (2) 105% with respect to foreign securities. With respect to each loan, if on any business day the aggregate market value of securities collateral plus cash collateral held is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral by the end of the following business day, which, together with the collateral already held, will be not less than the applicable initial collateral requirements for such security loan. If the aggregate market value of securities collateral and cash collateral held with respect to a security loan exceeds the applicable initial collateral requirement, upon the request of the borrower, BNY Mellon must return enough collateral to the borrower by the end of the following business day to reduce the value of the remaining collateral to the applicable initial collateral requirement for such security loan. As a result of the foregoing, the value of the collateral held with respect to a loaned security on any particular day, may be more or less than the value of the security on loan. The collateral percentage with respect to the market value of the loaned security is determined by the security lending agent.
Cash collateral received by the Fund is generally invested in an individual separate account. The investment guidelines permit each separate account to hold certain securities that would be considered eligible securities for a money market fund. Cash collateral received is generally invested in government securities; certain obligations issued by government sponsored enterprises; repurchase agreements collateralized by US Treasury securities; obligations issued by the central government of any Organization for Economic Cooperation and Development (OECD) country or its agencies, instrumentalities, or establishments; obligations of supranational organizations; commercial paper, notes, bonds, and other debt obligations; certificates of deposit, time deposits, and other bank obligations; certain money market funds; and asset-backed securities. The Fund can also accept US government securities and letters of credit (non-cash collateral) in connection with securities loans.
In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Fund or, at the discretion of the lending agent, replace the loaned securities. The Fund continues to record dividends or interest, as applicable, on the securities loaned and is subject to changes in value of the securities loaned that may occur during the term of the loan. The Fund has the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by non-cash collateral, the Fund receives loan premiums paid by the borrower. With respect to security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Fund, the security lending agent, and the borrower.
The Fund records security lending income net of allocations to the security lending agent and the borrower.
The Fund may incur investment losses as a result of investing securities lending collateral. This could occur if an investment in the collateral investment account defaulted or became impaired. Under those circumstances, the value of the Fund’s cash collateral account may be less than the amount the Fund would be required to return to the borrowers of the securities and the Fund would be required to make up for this shortfall.
During the year ended November 30, 2022, the Fund had no securities out on loan.
9. Credit and Market Risk
An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health
25
Notes to financial statements
Delaware Investments® Dividend and Income Fund, Inc.
9. Credit and Market Risk (continued)
screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.
When interest rates rise, fixed income securities (i.e. debt obligations) generally will decline in value. These declines in value are greater for fixed income securities with longer maturities or durations.
IBOR is the risk that changes related to the use of the London interbank offered rate (LIBOR) and other interbank offered rate (collectively, IBORs) could have adverse impacts on financial instruments that reference LIBOR (or the corresponding IBOR). The abandonment of LIBOR could affect the value and liquidity of instruments that reference LIBOR. The use of alternative reference rate products may impact investment strategy performance. These risks may also apply with respect to changes in connection with other IBORs, such as the euro overnight index average (EONIA), which are also the subject of recent reform.
Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate.
The Fund borrows through its line of credit for purposes of leveraging. Leveraging may result in higher degrees of volatility because the Fund’s NAV could be subject to fluctuations in short-term interest rates and changes in market value of portfolio securities attributable to the leverage. Leverage magnifies the potential for gain and the risk of loss. As a result, a relatively small decline in the value of the underlying investments could result in a relatively large loss. In addition, the leverage through the line of credit is dependent on the credit provider’s ability to fulfill its contractual obligations.
Some countries in which the Fund may invest require governmental approval for the repatriation of investment income, capital, or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.
The securities exchanges of certain foreign markets are substantially smaller, less liquid, and more volatile than the major securities markets in the US. Consequently, acquisition and disposition of securities by the Fund may be inhibited. In addition, a significant portion of the aggregate market value of equity securities listed on the major securities exchanges in emerging markets is held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Fund.
The Fund invests a portion of its assets in high yield fixed income securities, which are securities rated BB or lower by Standard & Poor’s Financial Services LLC and Ba or lower by Moody’s Investors Service Inc., or similarly rated by another nationally recognized statistical rating organization. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment grade securities.
The Fund invests in certain obligations that may have liquidity protection designed to ensure that the receipt of payments due on the underlying security is timely. Such protection may be provided through guarantees, insurance policies, or letters of credit obtained by the issuer or sponsor through third parties, through various means of structuring the transaction or through a combination of such approaches. The Fund will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.
The Fund invests in REITs and is subject to the risks associated with that industry. If the Fund holds real estate directly as a result of defaults or receives rental income directly from real estate holdings, its tax status as a regulated investment company may be jeopardized. There were no direct real estate holdings during the year ended November 30, 2022. The Fund’s REIT holdings are also affected by interest rate changes, particularly if the REITs it holds use floating-rate debt to finance their ongoing operations.
26
The Fund invests in bank loans and other securities that may subject it to direct indebtedness risk, the risk that the Fund will not receive payment of principal, interest, and other amounts due in connection with these investments and will depend primarily on the financial condition of the borrower. Loans that are fully secured offer the Fund more protection than unsecured loans in the event of nonpayment of scheduled interest or principal, although there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower’s obligation, or that the collateral can be liquidated. Some loans or claims may be in default at the time of purchase. Certain of the loans and the other direct indebtedness acquired by the Fund may involve revolving credit facilities or other standby financing commitments that obligate the Fund to pay additional cash on a certain date or on demand. These commitments may require the Fund to increase its investment in a company at a time when the Fund might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that the Fund is committed to advance additional funds, it will at all times hold and maintain cash or other high-grade debt obligations in an amount sufficient to meet such commitments. When a loan agreement is purchased, the Fund may pay an assignment fee. On an ongoing basis, the Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a loan agreement. Prepayment penalty fees are received upon the prepayment of a loan agreement by a borrower. Prepayment penalty, facility, commitment, consent, and amendment fees are recorded to income as earned or paid.
As the Fund may be required to rely upon another lending institution to collect and pass on to the Fund amounts payable with respect to the loan and to enforce the Fund’s rights under the loan and other direct indebtedness, an insolvency, bankruptcy, or reorganization of the lending institution may delay or prevent the Fund from receiving such amounts. The highly leveraged nature of many loans may make them especially vulnerable to adverse changes in economic or market conditions. Investments in such loans and other direct indebtedness may involve additional risk to the Fund.
The Fund may invest up to 10% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A, promulgated under the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 10% limit on investments in illiquid securities. Rule 144A securities have been identified on the “Schedule of investments.”
10. Contractual Obligations
The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.
11. Recent Accounting Pronouncements
In March 2020, FASB issued an Accounting Standards Update (ASU), ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank-offered based reference rates as of the end of 2021. In March 2021, the administrator for LIBOR announced the extension of the publication of a majority of the USD LIBOR settings to June 30, 2023. ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating ASU 2020-04, but does not believe there will be a material impact.
12. Subsequent Events
On August 11, 2022, the Board of the Fund approved the reorganization of the Fund into abrdn Global Dynamic Dividend Fund (“Acquiring Fund”). On November 30, 2022, Fund shareholders voted to approve the reorganization of the Fund into the Acquiring Fund. It is currently expected that the reorganization will occur on or about March 10, 2023, subject to the satisfaction of customary closing conditions.
Management has determined that no other material events or transactions occurred subsequent to November 30, 2022, that would require recognition or disclosure in the Fund’s financial statements.
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Report of independent
registered public accounting firm
To the Board of Trustees and Shareholders of Delaware Investments® Dividend and Income Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Delaware Investments® Dividend and Income Fund, Inc. (the “Fund”) as of November 30, 2022, the related statements of operations and cash flows for the year ended November 30, 2022, the statements of changes in net assets for each of the two years in the period ended November 30, 2022, including the related notes, and the financial highlights for each of the five years in the period ended November 30, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2022 and the financial highlights for each of the five years in the period ended November 30, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022 by correspondence with the custodian and transfer agents. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 27, 2023
We have served as the auditor of one or more investment companies in Delaware Funds by Macquarie® since 2010.
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Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
Proxy results
The Fund held its Annual Meeting of Shareholders (the “Annual Meeting”) on August 10, 2022. The purpose of the Annual Meeting was to elect Class III Trustees to hold office until the Fund’s 2025 annual meeting, or until their respective successors are elected and qualified. At the Annual Meeting, the Fund’s shareholders elected the following Class III Trustees. The results of the voting at the meeting were as follows:
Nominee | Shares Voted For | Shares Withheld | No Ballot Received | |||
Joseph W. Chow | 4,875,041 | 123,652 | 2,612,465 | |||
H. Jeffrey Dobbs | 4,870,573 | 128,120 | 2,612,465 | |||
Francis A. Sevilla-Sacasa | 4,874,399 | 124,294 | 2,612,465 | |||
Christianna Wood | 4,876,498 | 122,195 | 2,612,465 |
Fund management
On April 5, 2022, the Fund announced that Aaron D. Young had been appointed a co-manager of the Fund. The portfolio management team responsible for making the day-to-day investment decisions for the Fund includes Kristen E. Bartholdson, Adam H. Brown, Chris Gowlland, Erin Ksenak, Nikhil G. Lalvani, Benjamin Leung, Stefan Löwenthal, John P. McCarthy, Scot Thompson, Robert A. Vogel, Michael G. Wildstein, Jürgen Wurzer, and Aaron D. Young. Listed below are the biographies for each member of the portfolio management team.
Kristen E. Bartholdson
Managing Director, Senior Portfolio Manager
Kristen E. Bartholdson is a senior portfolio manager for the firm’s US Large Cap Value Equity team. Prior to joining Macquarie Asset Management (MAM) in 2006 as an equity analyst, she worked at Susquehanna International Group from 2004 to 2006, where she was an equity research salesperson. From 2000 to 2004, she worked in equity research at Credit Suisse, most recently as an associate analyst in investment strategy. Bartholdson earned her bachelor’s degree in economics from Princeton University.
Ms. Bartholdson has been a co-portfolio manager of the Fund since December 2008.
Adam H. Brown, CFA
Managing Director, Senior Portfolio Manager
Adam H. Brown is a senior portfolio manager for the firm’s high yield strategies within Macquarie Asset Management Fixed Income (MFI). He manages MFI’s bank loan portfolios and is a co-portfolio manager for the high yield, fixed rate multisector, and core plus strategies. Brown joined Macquarie Asset Management (MAM) in April 2011 as part of the firm’s integration of Macquarie Four Corners Capital Management, where he had worked since 2002. At Four Corners, he was a co-portfolio manager on the firm’s collateralized loan obligations (CLOs) and a senior research analyst supporting noninvestment grade portfolios. Before that, Brown was with the predecessor of Wells Fargo Securities, where he worked in the leveraged finance group arranging senior secured bank loans and high yield bond financings for financial sponsors and corporate issuers. He earned an MBA from the A.B. Freeman School of Business at Tulane University and a bachelor’s degree in accounting from the University of Florida.
Mr. Brown has been a co-portfolio manager of the Fund since July 2016.
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Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
Fund management (continued)
Chris Gowlland, CFA
Senior Vice President, Head of Equity Quantitative Research
Chris Gowlland is the head of equity quantitative research, a role he assumed in July 2019. As part of his role, he also serves as portfolio manager for certain portfolios managed by the Global Equity team and for several different strategies in the firm’s multi-asset class offerings. Previously, he was a senior quantitative analyst for the firm’s equity department. Prior to joining Macquarie Asset Management (MAM) in May 2007, he spent seven years working in fundamental equity research and corporate finance for Morgan Stanley and Commerzbank Securities, followed by two years as a quantitative strategist at Morgan Stanley and at State Street Global Markets. Gowlland holds a bachelor’s degree in Chinese and Spanish from the University of Leeds (U.K.), a master’s degree in development studies from Brown University, and another master’s degree in international management from Thunderbird. He also spent several years in a Ph.D. program in political economy at Harvard University. Gowlland is a member of the CFA Institute, the CFA Society New York, the CFA Society of Philadelphia, and the Society of Quantitative Analysts.
Mr. Gowlland has been a co-portfolio manager of the Fund since June 2020.
Erin Ksenak
Senior Vice President, Portfolio Manager
Erin Ksenak is a portfolio manager on the firm’s US Large Cap Value Equity team, a role she assumed in December 2020. Prior to joining Macquarie Asset Management (MAM) in May 2017 as an equity analyst for the US Large Cap Value Equity team, she worked at Affinity Investment Advisors from 2014 to April 2017 as a portfolio manager for the domestic and international equity investment team. Before that, Ksenak worked at Miller Investment Management as a research associate. From 2009 to 2014, she worked at Morgan Stanley Investment Management (later known as Echo Point Investment Management) as a senior research analyst. Ksenak graduated summa cum laude from Fordham University with a bachelor’s degree in finance.
Ms. Ksenak has been a co-portfolio manager of the Fund since December 2020.
Nikhil G. Lalvani, CFA
Managing Director, Senior Portfolio Manager, Team Leader
Nikhil G. Lalvani is a senior portfolio manager for the firm’s US Large Cap Value Equity team and assumed the role of team leader in October 2018. At Macquarie Asset Management (MAM), Lalvani has worked as both a fundamental and quantitative analyst. Prior to joining the firm in 1997 as an account analyst, he was a research associate with Bloomberg. Lalvani holds a bachelor’s degree in finance from The Pennsylvania State University. He is a member of the CFA Institute and the CFA Society of Philadelphia.
Mr. Lalvani has been a co-portfolio manager of the Fund since October 2006.
Benjamin Leung, CFA
Managing Director, Co-Head of Systematic Investments, Head of Research
Benjamin Leung is the co-head of the Macquarie Systematic Investments (MSI) team, a role he assumed in August 2014. In addition to the day-to-day management of the global portfolios, he is also the head of research, responsible for driving the continual evolution of the systematic investment process. Leung joined the MSI team in May 2005 as a quantitative analyst, where his responsibilities included the development and maintenance of various quantitative models. Following his successful efforts to expand the quantitative capability to international markets, he formed the foundation of the current systematic investment approach. Prior to joining the MSI team, he worked as a software engineer for Macquarie’s Investment Banking Group Information Services Division in Sydney. Leung received a Bachelor of Engineering with Honours and a Master’s in Commerce from the University of New South Wales.
Mr. Leung has been a co-portfolio manager of the Fund since January 2021.
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Stefan Löwenthal, CFA
Managing Director, Chief Investment Officer — Global Multi Asset Team
Stefan Löwenthal is the chief investment officer for Macquarie Asset Management’s Global Multi Asset team, a role he assumed in February 2013. He heads the global multi asset team, which is responsible for asset allocation and portfolio construction, the management of multi asset funds and institutional accounts, as well as the development of new investment strategies. In addition, Löwenthal oversees all research, portfolio management, and thought leadership activities of the team. He chairs the firm’s Investment Policy Committee and is a member of the Professional Series Multi Manager Committee and the Private Infrastructure Fund Governance Committee. He joined Macquarie in February 2008 as a portfolio manager on the global multi asset team. He holds a Master of Management Science from Vienna University of Economics and Business. Löwenthal is a member of the CFA Society Austria and is a frequent speaker at industry events and universities.
Mr. Löwenthal has been a co-portfolio manager of the Fund since October 2020.
John P. McCarthy, CFA
Managing Director, Senior Portfolio Manager
John P. McCarthy is a senior portfolio manager for the Macquarie Asset Management Fixed Income (MFI) high yield strategies, a role he assumed in July 2016. From December 2012 to June 2016, he was co-head of credit research for MFI. McCarthy rejoined Macquarie Asset Management (MAM) in March 2007 as a senior research analyst, after he worked in the firm’s fixed income area from 1990 to 2000 as a senior high yield analyst and high yield trader, and from 2001 to 2002 as a municipal bond trader. Prior to rejoining the firm, he was a senior high yield analyst/trader at Chartwell Investment Partners. McCarthy earned a bachelor’s degree in business administration from Babson College, and he is a member of the CFA Society of Philadelphia.
Mr. McCarthy has been a co-portfolio manager of the Fund since December 2012.
Scot Thompson
Managing Director, Co-Head of Systematic Investments, Portfolio Manager
Scot Thompson is the co-head of the Macquarie Systematic Investments (MSI) team, a role he assumed in August 2014. His responsibilities include the day-to-day management of the global portfolios, oversight of the trading function, development of new strategies, and client engagement. From June 2003 to August 2014, Thompson was the equities head of product, responsible for product design, development, and client relationships for the firm’s Australian and global equities product range. Before that, he was a member of the firm’s private equity fund-of-fund and performance analytics teams. Prior to joining Macquarie in November 2001 as a quantitative performance analyst, he worked on the performance analytics team for Cogent Investment Administration, where he was responsible for investment performance and attribution reporting for a variety of clients over all asset classes. Thompson also worked in civil engineering before moving to finance, working for several Australian companies as a project manager focusing on underground installations, quarrying, and mining. He received a Bachelor of Civil Engineering from the University of Sydney and a Master of Applied Finance from Macquarie University.
Mr. Thompson has been a co-portfolio manager of the Fund since January 2021.
Robert A. Vogel Jr., CFA
Managing Director, Senior Portfolio Manager
Robert A. Vogel Jr. is a senior portfolio manager for the firm’s US Large Cap Value Equity team. Prior to joining Macquarie Asset Management (MAM) in 2004 as vice president and senior portfolio manager, he worked at Merrill Lynch Investment Managers for more than seven years, where he rose to the position of director and portfolio manager within the US Active Large-Cap Value team. He began his career in 1992 as a financial consultant at Merrill Lynch. Vogel graduated from Loyola University Maryland, earning both bachelor’s and master’s degrees in finance. He also earned an MBA with a concentration in finance from The Wharton School of the University of Pennsylvania. Vogel is a member of the CFA Society New York, the CFA Institute, and the CFA Society of Philadelphia.
Mr. Vogel has been a co-portfolio manager of the Fund since March 2005.
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Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
Fund management (continued)
Michael G. Wildstein, CFA
Senior Managing Director, Head of US Credit and Insurance
Michael G. Wildstein is head of US credit and insurance for Macquarie Asset Management Fixed Income (MFI). He manages corporate credit-related portfolios. Before joining the team, he was a senior corporate bond analyst for MFI, focused on the telecommunications sector for high-grade and high yield portfolios. Prior to joining Macquarie Asset Management (MAM) in March 2007 as a senior research analyst, Wildstein spent five years at Merrill Lynch Investment Managers in various roles that included portfolio manager for the core bond team, corporate bond research analyst, and corporate bond trader. Prior to this, Wildstein worked in finance, corporate strategy, and business development with several firms including RCN Corporation and AT&T Local Services. He earned an MBA from Drexel University and a bachelor’s degree from the University of Tampa.
Mr. Wildstein has been a co-portfolio manager of the Fund since September 2020.
Jürgen Wurzer, CFA
Senior Vice President, Deputy Head of Portfolio Management — Global Multi Asset Team
Jürgen Wurzer is the deputy head of Macquarie Asset Management’s Global Multi Asset team, a role he assumed in April 2018. He is responsible for designing and managing multi asset strategies, overseeing quantitative research and modelling, as well as analyzing global equity markets. He initially joined Macquarie in January 2007, focusing on multi asset solutions. Prior to re-joining Macquarie in April 2018, he was part of the multi asset management team at Erste Asset Management from September 2016 to March 2018. He graduated from University of Applied Sciences Wiener Neustadt with a master’s degree. Wurzer is a lecturer for asset allocation, quantitative finance, and portfolio and risk management at several educational institutions.
Mr. Wurzer has been a co-portfolio manager of the Fund since October 2020.
Aaron D. Young
Senior Vice President, Portfolio Manager
Aaron D. Young is a Portfolio Manager for Ivy Investments, now part of Macquarie Asset Management’s Delaware Management Company. He joined Macquarie Asset Management (MAM) as part of Delaware Funds that were involved in a transaction that closed on April 30, 2021. He joined Ivy Investments in 2005 as a fixed income analyst with an emphasis in credit research and derivative securities. He joined the Asset Strategy team at Ivy Investments as an investment analyst in 2007. He had served as an assistant portfolio manager for investment companies managed by Ivy Investments (or its affiliates) since 2012 and has been a portfolio manager on the multi-asset investment team since 2016. He earned a bachelor’s degree in philosophy from the University of Missouri and holds an MBA with an emphasis in finance and strategy from the Olin School of Business at Washington University.
Mr. Young has been a co-portfolio manager of the Fund since April 2022.
Dividend reinvestment plan
The Fund offers an automatic dividend reinvestment program (“Plan”). Shareholders who have shares registered in their own names are automatically considered participants in the Plan, unless they elect to withdraw from the Plan. Shareholders who hold their shares through a bank, broker, or other nominee should request the bank, broker, or nominee to participate in the Plan on their behalf. This can be done as long as the bank, broker, or nominee provides a dividend reinvestment service for the Fund. If the bank, broker, or nominee does not provide this service, such shareholders must have their shares taken out of “street” or nominee name and re-registered in their own name in order to participate in the Plan.
Computershare Trust Company, N.A. (“Computershare”) will apply all cash dividends, capital gains and other distributions (collectively, “Distributions”) on the Fund’s shares of common stock which become payable to each Plan participant to the purchase of outstanding shares of the Fund’s common stock for such participant. These purchases may be made on a securities exchange or in the over-the-counter market, and may be subject to such terms of price, delivery, and related matters to which Computershare may agree. The Fund will not issue new shares in connection with the Plan.
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Distributions reinvested for participants are subject to income taxes just as if they had been paid directly to the shareholder in cash. Participants will receive a year-end statement showing distributions reinvested, and any brokerage commissions paid on such participant’s behalf.
Shareholders holding shares of the Fund in their own names who wish to terminate their participation in the Plan may do so by sending written instruction to Computershare so that Computershare receives such instructions by the Distribution record date. Shareholders with shares held in account by a bank, broker, or other nominee should contact such bank, broker, or other nominee to determine the procedure for withdrawal from the Plan.
If written instructions are not received by Computershare by the record date for a particular Distribution, that Distribution may be reinvested at the sole discretion of Computershare. After a shareholder’s instructions to terminate participation in the Plan become effective, Distributions will be paid to shareholders in cash. Upon termination, a shareholder may elect to receive either stock or cash for all the full shares in the account. If cash is elected, Computershare will sell such shares at the weighted average sale price obtained by Computershare’s broker for all shares sold on such batch on the applicable trade date or dates and then send the net proceeds to the shareholder, after deducting any applicable transaction fees, per share fees, and related expenses. Any fractional shares at the time of termination will be paid in cash at the current market price, less any applicable transaction fees, per share fees, and related expenses, if any. Shareholders may at any time request a full or partial withdrawal of shares from the Plan, without terminating participation in the Plan. When shares outside of the Plan are liquidated, Distributions on shares held under the Plan will continue to be reinvested unless Computershare is notified of the shareholder’s withdrawal from the Plan.
An investor holding shares that participate in the Plan in a brokerage account may not be able to transfer the shares to another broker and continue to participate in the Plan. Please contact your broker/dealer for additional details.
Computershare will charge participants their proportional share of the per share fees on market purchases. Participants may obtain a certificate or certificates for all or part of the full shares credited to their accounts at any time by making a request in writing to Computershare. A fee may be charged to the participant for each certificate issuance.
If you have any questions and shares are registered in your name, contact Computershare at 866 437-0252 or P.O. Box 43078, Providence, RI 02940-3078. If you have any questions and shares are registered in “street” name, contact the broker/dealer holding the shares or your financial advisor.
Effective August 1, 2008, the Dividend Reinvestment Plan may be amended by the Fund upon 20 days written notice to the Plan’s participants.
Section 19(a) notices
The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the 1940 Act, as amended, and the related rules adopted thereunder. The Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain, and (iv) return of capital or other capital source. These percentages are disclosed for the fiscal year-to-date cumulative distribution amount per share for the Fund.
The amounts and sources of distributions reported in these 19(a) notices are only estimates and not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. Shareholders will receive a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Total Cumulative Distributions for the year ended November 30, 2022 | ||||||||
Net Investment Income | Net Realized Short- Term Capital Gains | Net Realized Long- Term Capital Gains | Return of Capital | Total Per Common Share | ||||
$0.2146 | $0.0129 | $0.8287 | $— | $1.0562 |
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Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
Section 19(a) notices (continued)
Percentage Breakdown of the Total Cumulative Distributions for the year ended November 30, 2022 | ||||||||
Net Investment Income | Net Realized Short- Term Capital Gains | Net Realized Long- Term Capital Gains | Return of Capital | Total Per Common Share | ||||
20.30% | 1.20% | 78.50% | 0.00% | 100.00% |
Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the Fund’s managed distribution policy. The Fund estimates (as of the date hereof) that it has distributed more than its income and net realized capital gains for the current fiscal year; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” The Fund’s managed distribution policy is described in more detail on the inside front cover of this report.
Presented below are return figures, based on the change in the Fund’s net asset value per share (“NAV”), compared to the annualized distribution rate as a percentage of the NAV as of November 30, 2022.
Fund Performance and Distribution Information
Fiscal Year (11/30/21 through 11/30/22) | ||
Annualized Distribution Rate as a Percentage of NAV^ | 11.18 | % |
Cumulative Distribution Rate on NAV^^ | 11.18 | % |
Cumulative Total Return on NAV* for fiscal year ended 11/30/22 | (0.47 | )% |
Average Annual Total Return on NAV for the 5-Year Period Ending 11/30/22** | 4.31 | % |
^ | Based on the Fund’s NAV as of November 30, 2022. |
^^ | Cumulative distribution rate is the cumulative amount of distributions paid during the Fund’s fiscal year ending November 30, 2022 based on the Fund’s NAV as of November 30, 2022. |
* | Cumulative total return is based on the change in NAV including distributions paid and assuming reinvestment of these distributions for the period December 1, 2021 through November 30, 2022. |
** | The 5-year average annual total return is based on change in NAV including distributions paid and assuming reinvestment of these distributions and is through the last business day of the month prior to the month of the current distribution record date. |
While the NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the open market.
Tender offer
The Fund did not conduct a tender offer during the fiscal year. The Fund has previously conducted tender offers in 2000, 2005, 2006, 2007, 2008, 2009, 2014, 2015, 2016, and 2017.
Annual Tender Offer Measurement Period
The Fund’s Board has adopted an annual Tender Offer Measurement Period to provide a periodic liquidity opportunity to Fund shareholders. Specifically, if the Fund is trading at an average discount to net asset value of more than 10% during a 12-week measurement period
34
established each year by the Board commencing during the first calendar quarter of the year and ending in the second calendar quarter, the Fund will consider conducting a tender offer during the second calendar quarter, subject to the conditions in the following paragraph. The average discount will be determined on the basis of the discount or premium, as the case may be, as of the last trading day in each week during such 12-week period.
Under the Tender Offer Measurement Period program, the Fund does not accept tenders or effect repurchases if: (1) such transactions, if consummated, would (a) result in delisting of the Fund’s shares from the New York Stock Exchange (“NYSE”) (for example, if the Fund’s capitalization would fall below the minimum threshold for continued listing); (b) impair the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended; or (c) result in a failure to comply with the applicable asset coverage requirements in the event any senior securities are issued and outstanding (including those required by rating agencies or lenders, if any); (2) the amount of shares tendered would require liquidation of such a substantial portion of the Fund’s portfolio securities that the Fund would not be able to liquidate portfolio securities in an orderly manner in light of the existing market conditions or such liquidation would have an adverse effect on the NAV of the Fund to the detriment of non-tendering shareholders; (3) there is any (a) legal action or proceeding instituted or threatened challenging such transactions or otherwise adversely affecting the Fund that, in the Board’s judgment, would be material to the Fund; (b) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), or the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) National Market System; (c) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State; (d) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions; (e) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States; or (f) other event or condition that, in the Board’s judgment, would have a material adverse effect on the Fund or its shareholders if tendered shares were purchased; or (4) the Board determines that effecting any such transaction would constitute a breach of its fiduciary duty owed to the Fund or its shareholders. The Board may modify these exceptions in light of experience.
There can be no assurance that a tender offer will reduce or eliminate any spread between market price and the net asset value of the Fund’s shares. The market price of the shares will, among other things, be determined by the relative demand for and supply of shares in the market, the Fund’s investment performance, the Fund’s dividends and yields, and investor perception of the Fund’s overall attractiveness as an investment as compared with other investment alternatives. Nevertheless, the fact that a tender offer may be conducted may result in more of a reduction in the spread between market price and net asset value than might otherwise be the case.
The Fund traded at an average discount to net asset value of less than 10% during the 12-week measurement period in 2022 and therefore did not conduct a tender offer.
Tax information
The information set forth below is for the Fund’s fiscal year as required by federal income tax laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of the Fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in January of each year. Please consult your tax advisor for proper treatment of this information.
All disclosures are based on financial information available as of the date of this annual report and, accordingly are subject to change. For any and all items requiring reporting, it is the intention of the Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.
For the fiscal year ended November 30, 2022, the Fund reports distributions paid during the year as follows:
(A) Long-term Capital Gain Distributions (Tax Basis) | 80.33 | % | |
(B) Ordinary Income Distributions (Tax Basis)* | 19.67 | % | |
Total Distributions (Tax Basis) | 100.00 | % | |
(C) Qualifying Dividends 1 | 93.37 | % |
(A) and (B) are based on a percentage of the Fund’s total distributions.
(C) is based on a percentage of the Fund’s ordinary income distributions.
35
Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
Tax information (continued)
1Qualifying dividends represent dividends which qualify for the corporate dividends received deduction.
*For the fiscal year ended November 30, 2022, certain dividends paid by the Fund may be subject to a maximum tax rate of 20%. The percentage of dividends paid by the Fund from ordinary income reported as qualified dividend income is 93.94%. Complete information will be computed and reported in conjunction with your 2022 Form 1099-DIV.
Form N-PORT and proxy voting information
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities, are available without charge (i) upon request, by calling 866 437-0252; and (ii) on the SEC’s website at sec.gov. In addition, a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities and the Schedule of Investments included in the Fund’s most recent Form N-PORT are available without charge on the Fund’s website at delawarefunds.com/closed-end.
Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at delawarefunds.com/proxy; and (ii) on the SEC’s website at sec.gov.
Fund strategies and risks
What are the Fund’s principal investment strategies?
The Fund seeks to achieve its objectives by investing, under normal circumstances, at least 65% of its total assets in income-generating equity securities across any market capitalization, including dividend-paying common stocks, convertible securities, preferred stocks, and other equity-related securities, which may include up to 25% in REITs and real estate industry operating companies. Up to 35% of the Fund’s total assets may be invested in nonconvertible debt securities consisting primarily of high yield, high-risk corporate bonds (commonly referred to as “junk bonds”). The Manager intends to shift investments between and within income-generating equity securities and debt securities within the percentage guidelines reflected above while assessing the relative attractiveness as well as tracking the yield differential between the sectors. Depending upon such yield differentials, the income-generating equity securities portion of the Fund’s portfolio will vary between 65% and 100% of the Fund’s total assets and the debt securities portion will vary between 35% and 0% of the Fund’s total assets. In addition, the Fund utilizes leveraging techniques in an attempt to obtain a higher return for the Fund.
In selecting investments for the Fund’s portfolio, the Manager employs a yield-oriented and value driven approach. The industry sector weightings in the income-generating equity securities portion of the Fund's portfolio will be determined based on the Manager’s investment research efforts. The Fund’s investment in income-generating equity securities may include securities across any market capitalization.
Preferred stocks or convertible securities in which the Fund may invest, may be rated below investment grade (i.e., “Ba” or lower for convertible securities or “Ba” or lower for preferred stock by Moody’s or “BB” or lower for both convertible securities and preferred stock by S&P or similarly rated by other comparable rating agencies) or, if unrated, determined to be of comparable quality by the Manager. The Fund includes these assets in its income-generating equity securities category and they are in addition to the high yield, high-risk debt securities discussed above.
The debt securities component of the Fund’s portfolio will be structured to earn as high a level of current income as is consistent with reasonable risk, in light of the nature of such investments. The Manager will screen individual securities for such characteristics as minimum yield and issue size, issue liquidity, and financial and operational strength. In-depth credit research will then be conducted to arrive at a core group of securities within this universe from which the portfolio will be constructed. The Fund may invest in a wide variety of debt securities of any maturity or duration, although it is anticipated that under normal market conditions, the debt securities portion of the Fund’s portfolio primarily will be invested in corporate bonds. Such bonds may be rated below investment grade. Corporate bonds are bonds, notes, or debentures issued by corporations and other business organizations, including REITs, and other business trusts. The Fund may invest in foreign securities directly or indirectly through American depositary receipts (ADRs), European depositary receipts (EDRs), and global depositary receipts (GDRs). Under normal circumstances, no more than 5% of the Fund’s net assets are anticipated to be invested directly or indirectly through depository receipts in foreign issuers.
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The Fund may invest up to 35% of its total assets in high yield, high-risk debt securities that are rated below investment grade or which are unrated but are of comparable quality as determined by the Manager.
In response to unfavorable market conditions, the Fund may make temporary investments in cash or cash equivalents or other high-quality, short-term instruments. These investments may not be consistent with the Fund’s investment objectives. To the extent that the Fund holds such instruments, it may be unable to achieve its investment objective. Further, the Fund is authorized to borrow up to 5% of its total assets for temporary defensive purposes such as the clearance of portfolio transactions, the payment of dividends or in connection with tender offers or shares repurchases.
The Fund may use leverage by borrowing through its line of credit. The Fund reserves the right, if the Manager believes that market conditions are appropriate, to use leverage to the extent permitted by the 1940 Act requirements. The Fund may buy or sell securities on a when-issued or delayed-delivery basis — that is, paying for securities before delivery or taking delivery at a later date. The Fund will designate cash or securities in amounts sufficient to cover its obligations, and will value the designated assets daily.
The Fund may invest in other investment companies which can include open-end funds, closed-end funds, unit investment trusts and business development companies to the extent permitted by the 1940 Act, SEC rules thereunder and exemptions thereto.
The Fund may use repurchase agreements as short-term investments for its cash position.
The Fund may invest up to 10% of its total assets in illiquid investments, which include securities, contractual restrictions on resale, repurchase agreements maturing in greater than seven days, and other securities which may not be readily marketable.
The Fund may invest in privately placed securities, including those that are eligible for resale only among certain institutional buyers without registration, which are commonly known as “Rule 144A Securities.” Restricted securities that are determined to be illiquid may not exceed the Fund’s limit on investments in illiquid investments.
The Fund may lend up to 25% of its total assets to qualified broker/dealers or institutional investors for their use relating to short sales or other security transactions. By lending its portfolio securities, the Fund attempts to increase its income through the receipt of interest on the loan. For additional information regarding Securities Lending, see Note 8 in “Notes to financial statements.”
The Fund may invest without limitation in loan participations in order to enhance total return, to affect diversification or to earn additional income.
The Fund may invest in floating rate loans. In connection with these investments, the Fund may also enter into unfunded corporate loan commitments (commitments). Commitments may obligate the Fund to furnish temporary financing to a borrower until permanent financing can be arranged. In connection with these commitments, the Fund earns a commitment fee, typically set as a percentage of the commitment amount. Floating rate loans may take as long as seven days to settle and may not be considered securities. Therefore, floating rate loans may not be afforded the protection of the federal securities laws.
The Fund may invest in futures, options, and closing transactions related thereto. The Fund will not invest in futures and options as principal investment strategies. In addition, the Fund may enter into futures contracts, purchase or sell options on futures contracts, and trade in options on foreign currencies, and may enter into closing transactions with respect to such activities to hedge or “cross hedge” the currency risks associated with its investments.
The Fund may use interest rate swaps to adjust its sensitivity to interest rates or to hedge against changes in interest rates. Index swaps may be used to gain exposure to markets that the Fund invests in, such as the corporate bond market. The Fund may also use index swaps as a substitute for futures or options contracts if such contracts are not directly available to the Fund on favorable terms. The Fund may enter into credit default swaps in order to hedge against a credit event, to enhance total return, or to gain exposure to certain securities or markets. The Fund will not invest in swaps as a principal investment strategy. The Fund also may invest in and write listed options, which are also referred to as exchange-traded options. The Manager will use a combination of dividend capture trading, option overwriting, realization of gains on the sale of securities, dividend growth and currency forwards to enhance the sustainability of the income stream. The percentage of the Fund's assets invested in these strategies will vary from time to time based on the Manager's assessment of economic and market conditions and the potential for income.
37
Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
What are the Fund’s principal investment strategies? (continued)
At times when the Manager anticipates adverse conditions, the Manager may want to protect gains on securities without actually selling them. The Manager might use swaps to neutralize the effect of any price declines without selling a bond or bonds.
If the Fund has any financial obligation under a swap agreement, it will designate cash and liquid assets sufficient to cover the obligation and will value the designated assets daily as long as the obligation is outstanding. Use of these strategies can increase the operating costs of the Fund and can lead to loss of principal.
The Fund may enter into contracts to purchase or sell foreign currencies at a future date (a “forward foreign currency” contract or “forward” contract) for hedging purposes only. The Fund will not invest in forward foreign currency contracts as a principal investment strategy.
Although the Manager values the Fund’s assets daily in terms of US dollars, it does not intend to convert the Fund’s holdings of foreign currencies into US dollars on a daily basis. The Fund is permitted to, however, from time to time, purchase or sell foreign currencies and/or engage in forward foreign currency contracts in order to facilitate or expedite settlement of Fund transactions and to minimize currency value fluctuations.
Macquarie Investment Management Austria Kapitalanlage AG (MIMAK) serves as sub-advisor to the Fund’s investment manager and provides asset allocation services. MIMAK has primary day-to-day responsibility for managing the Fund, and may allocate assets to its affiliate, Macquarie Investment Management Global Limited (MIMGL), to invest in real estate investment trust securities and other equity asset classes to which MIMAK may allocate assets. In addition, MIMAK may seek investment advice and recommendations relating to fixed income securities from the Manager’s affiliates: Macquarie Investment Management Europe Limited (MIMEL) and MIMGL. MIMAK may also permit MIMGL, and Macquarie Funds Management Hong Kong Limited (MFMHKL) to execute Fund equity security trades on behalf of MIMAK. MIMAK may also permit MIMEL and MIMGL to exercise investment discretion and perform trading for fixed income securities in certain markets where MIMAK believes it will be beneficial to utilize MIMEL’s or MIMGL’s specialized market knowledge, and MIMAK may also seek quantitative support from MIMGL.
What are the principal risks of investing in the Fund?
Investing in any closed-end fund involves the risk that you may lose part or all of the money you invest. Over time, the value of your investment in the Fund will increase and decrease according to changes in the value of the securities in the Fund’s portfolio. An investment in the Fund may not be appropriate for all investors. The Fund’s principal risks include:
Net asset value discount risk — The risk that a closed-end investment company will trade at a discount from its net asset value (NAV).
Market risk — The risk that all or a majority of the securities in a certain market — such as the stock or bond market — will decline in value because of factors such as adverse political or economic conditions, future expectations, investor confidence, or heavy institutional selling.
Active management and selection risk — The risk that the securities selected by a fund’s management will underperform the markets, the relevant indices, or the securities selected by other funds with similar investment objectives and investment strategies. The securities and sectors selected may vary from the securities and sectors included in the relevant index.
Credit risk — The risk that an issuer of a debt security, including a governmental issuer or an entity that insures a bond, may be unable to make interest payments and/or repay principal in a timely manner. For a further discussion of credit and market risks, see Note 7 in “Notes to financial statements.”
Equity risk — The risk that stocks and other equity securities generally fluctuate in value more than bonds.
Issuer risk — The risk that the value of an issuer's securities may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer's goods and services.
High yield risk — The risk that high yield securities are subject to reduced creditworthiness of issuers, increased risk of default, and a more limited and less liquid secondary market. High yield securities may also be subject to greater price volatility and risk of loss of income and principal than are higher-rated securities. High yield bonds are sometimes issued by municipalities that have less financial strength and therefore have less ability to make projected debt payments on the bonds.
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Interest rate risk — The risk that the prices of bonds and other fixed income securities will increase as interest rates fall and decrease as interest rates rise. Interest rate changes are influenced by a number of factors, such as government policy, monetary policy, inflation expectations, and the supply and demand of bonds. Bonds and other fixed income securities with longer maturities or duration generally are more sensitive to interest rate changes. A fund may be subject to a greater risk of rising interest rates due to the current period of historically low interest rates.
Leveraging risk — The risk that certain fund transactions using leveraging techniques may give rise to leverage, causing a fund to be more volatile than if it had not been leveraged, which may result in increased losses to a fund. Leveraging techniques, such as borrowing, will pose certain risks for shareholders, including the possibility of higher volatility of both the NAV and market value of the shares. There can be no assurance that a fund would be able to realize a higher net return on its investment portfolio than the then current dividend interest rate on any senior securities. In such event, the fund leveraged capital structure would result in a lower yield to the shareholders than if the fund were not leveraged. Accordingly, the effect of leverage in a declining market is likely to be a greater decline in the NAV of shares than if a fund were not leveraged, which may be reflected in a greater decline in the market price of the shares. For additional information, see Note 7 in “Notes to financial statements.”
Liquidity risk — The possibility that investments cannot be readily sold within seven calendar days at approximately the price at which a fund has valued them. The illiquidity of portfolio securities may adversely affect the ability of a fund to dispose of such securities in a timely manner and at a fair price at times when it might be necessary or advantageous for the fund to liquidate portfolio securities. The risks associated with these investments will be accentuated in situations in which a fund’s operations require cash and could result in the fund borrowing to meet short-term cash requirements or incurring capital losses on the sale of these investments. The market for less liquid securities tends to be more volatile than the market for more liquid securities and market values of relatively illiquid investments may be more susceptible to change as a result of adverse publicity and investor perceptions than are the market values of more liquid securities. To the extent that there is no established retail market for securities, there may be relatively inactive trading in such securities and the ability to accurately value such securities may be adversely affected. During periods of reduced market liquidity and in the absence of readily available market quotations for portfolio securities, an investment manager’s judgment may play a greater role in the valuation of a fund’s securities due to the reduced availability of reliable objective data. To the extent that a fund invests in illiquid investments and securities which are restricted as to resale, the fund may incur additional risks and costs because such securities are particularly difficult to dispose of.
Company size risk — The risk that investments in small- and/or medium-sized companies may be more volatile than those of larger companies because of limited financial resources or dependence on narrow product lines.
Lower rated convertible securities and preferred stock risk — The risk that lower rated convertible securities and preferred stock are subject to a more limited and less liquid secondary trading market, greater price volatility, and reduced creditworthiness of issuers. The lack of a liquid secondary market for certain securities also may make it more difficult for a fund to obtain accurate market quotations for purposes of pricing its portfolio and calculating its NAV. Lower quality convertible securities and preferred stocks may have speculative elements or characteristics; their future cannot be considered as well assured and earnings and asset protection may be moderate or poor in comparison to investment grade securities. In addition, such lower quality securities face major ongoing uncertainties or exposure to adverse business, financial or economic conditions, which could lead to inadequate capacity to meet timely payments.
Real estate industry risk — This risk includes, among others: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes, and operating expenses; changes in zoning laws; costs resulting from the cleanup of, and liability to third parties resulting from, environmental problems; casualty for condemnation losses; uninsured damages from floods, earthquakes, or other natural disasters; limitations on and variations in rents; and changes in interest rates. REITs are subject to substantial cash flow dependency, defaults by borrowers, self-liquidation, and the risk of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (Internal Revenue Code), or other similar statutes in non-US countries and/or to maintain exemptions from the 1940 Act.
Foreign risk — The risk that foreign securities may be adversely affected by political instability, changes in currency exchange rates, inefficient markets and higher transaction costs, foreign economic conditions, the imposition of economic or trade sanctions, or inadequate or different regulatory and accounting standards.
IBOR risk — The risk that changes related to the use of the London Interbank Offered Rate (LIBOR) or similar interbank offered rates (“IBORs,” such as the Euro Overnight Index Average (EONIA)) could have adverse impacts on financial instruments that reference LIBOR or a similar
39
Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
What are the principal risks of investing in the Fund? (continued)
rate. While some instruments may contemplate a scenario where LIBOR or a similar rate is no longer available by providing for an alternative rate setting methodology, not all instruments have such fallback provisions and the effectiveness of replacement rates is uncertain. The abandonment of LIBOR and similar rates could affect the value and liquidity of instruments that reference such rates, especially those that do not have fallback provisions. The use of alternative reference rate products may impact investment strategy performance.
Securities lending risk — The risk that in a securities lending transaction, the borrower would fail financially at a time when the value of the security increases. In addition, should the borrower become insolvent, a fund could be faced with loss of rights in the collateral. For additional discussion on Securities lending risk, see Note 6 in “Notes to financial statements.”
Derivatives risk — Derivatives contracts, such as futures, forward foreign currency contracts, options, and swaps, may involve additional expenses (such as the payment of premiums) and are subject to significant loss if a security, index, reference rate, or other asset or market factor to which a derivatives contract is associated, moves in the opposite direction from what the portfolio manager anticipated. When used for hedging, the change in value of the derivatives instrument may also not correlate specifically with the currency, rate, or other risk being hedged, in which case a fund may not realize the intended benefits. Derivatives contracts are also subject to the risk that the counterparty may fail to perform its obligations under the contract due to, among other reasons, financial difficulties (such as a bankruptcy or reorganization).
Counterparty risk — The risk that a counterparty to a derivatives contract (such as a swap, futures, or options contract) or a repurchase agreement may fail to perform its obligations under the contract or agreement due to, among other reasons, financial difficulties (such as a bankruptcy or reorganization).
Loans and other indebtedness risk — The risk that a fund will not receive payment of principal, interest, and other amounts due in connection with these investments and will depend primarily on the financial condition of the borrower and the lending institution. A fund’s ability to sell its loans or to realize their full value upon sale may also be impaired due to the lack of an active trading market, irregular trading activity, wide bid/ ask spreads, contractual restrictions, and extended trade settlement periods. In addition, certain loans in which a fund invests may not be considered securities. A fund therefore may not be able to rely upon the anti-fraud provisions of the federal securities laws with respect to these investments.
Currency risk — The risk that fluctuations in exchange rates between the US dollar and foreign currencies and between various foreign currencies may cause the value of an investment to decline.
Forward foreign currency risk — The use of forward foreign currency contracts may substantially change a fund’s exposure to currency exchange rates and could result in losses to a fund if currencies do not perform as the portfolio manager expects. The use of these investments as a hedging technique to reduce a fund’s exposure to currency risks may also reduce its ability to benefit from favorable changes in currency exchange rates.
Call options risk — The risk of potential losses if equity markets or an individual equity security do not move as expected and the potential for greater losses than if these techniques had not been used. By writing covered call options, the fund will not benefit from any potential increases in the value of a fund asset above the exercise price, but will bear the risk of declines in the value of the asset. Writing call options may expose a fund to additional costs. Derivatives may be difficult to sell, unwind or value.
Board Consideration of Investment Management Agreement and Sub-Advisory Agreements at a Meeting Held on August 9-11, 2022
At a meeting held on August 9-11, 2022 (the “Annual Contract Renewal Meeting”), the Board of Directors (the “Board”), including a majority of Directors each of whom is not an “interested person” as defined under the Investment Company Act of 1940 (the “Independent Directors”), approved the renewal of the Delaware Investments Dividend and Income Fund, Inc. (the “Fund”) Investment Management Agreement with Delaware Management Company (“DMC”); and the Sub-Advisory Agreements with Macquarie Investment Management Global Limited (“MIMGL”), Macquarie Investment Management Austria Kapitalanlage AG (“MIMAK”), Macquarie Investment Management Europe Limited (“MIMEL”), and Macquarie Funds Management Hong Kong Limited (“MFMHKL” and together with MIMGL, MIMAK and MIMEL, the “Affiliated Sub-Advisers”).
Prior to the Meeting, including at a Board meeting held in May 2022, the Directors conferred extensively among themselves and with representatives of DMC about these matters. Also, the Board was assisted by the applicable Investment Committee, with each Investment
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Committee assisting the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Directors were assisted in their evaluation of the Investment Management Agreement and the Sub-Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, DMC was guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Directors at the start of the Board’s annual contract renewal process earlier in 2022. In considering and approving the Investment Management Agreement and the Sub-Advisory Agreements, the Directors considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with DMC about various topics. In this regard, the Board reviewed reports of DMC at each of its quarterly meetings, which included information about, among other things, Fund performance, investment strategies, and expenses. In addition, the Investment Committees confer with portfolio managers at various times throughout the year. In considering information relating to the approval of the Fund’s Investment Management Agreement and the Sub-Advisory Agreements, the Independent Directors also received information from an independent fund consultant, JDL Consultants, LLC (“JDL”).
The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
After its deliberations, the Board unanimously approved the continuation of the Investment Management Agreement and the Sub-Advisory Agreements for a one-year term. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approval.
Nature, extent, and quality of services. The Board received and considered various information regarding the nature, extent, and quality of the advisory services provided to the Fund by DMC under its Investment Management Agreement, and the experience of the officers and employees of DMC who provide these services, including the Fund’s co-portfolio managers. The Board’s review included consideration of DMC’s investment process and oversight and research and analysis capabilities, and its ability to attract and retain qualified investment professionals. The Board considered information regarding DMC’s programs for risk management, including investment, operational, liquidity, valuation, and compliance risks. The Board also considered the additional services provided to the Fund due to the fact that the Fund is a closed-end fund, including, but not limited to, leverage management and monitoring, evaluating, and, where appropriate, making recommendations with respect to the Fund’s trading discount, managed distribution program and distribution rates. The Board received information with respect to the cybersecurity program and business continuity plans of DMC and its affiliates. The Board also considered non-advisory services that DMC and its affiliates provide to the Delaware Funds, including third party oversight, transfer agent, internal audit, valuation, portfolio trading, and legal and compliance. The Board took into account the benefits to shareholders of investing in a Fund that is part of a family of funds managed by an affiliate of Macquarie Group Ltd. (“Macquarie”), the parent company of DMC, and the resources available to DMC as part of Macquarie’s global asset management business.
The Board received and considered various information with respect to the services provided by the Affiliated Sub-Advisers under the Sub-Advisory Agreements and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services, including the Fund’s co-portfolio managers. The Board considered the division of responsibilities between DMC and the Affiliated Sub-Advisers and the oversight provided by DMC. The Board considered the expertise of the Affiliated Sub-Advisers with respect to certain asset classes and/or investment styles. The Affiliated Sub-Advisers are part of Macquarie’s global investment platform that has offices and personnel that are located around the world. As a result, the Board noted that DMC had stated that the Affiliated Sub-Advisers can provide research, investment and trading analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades, as applicable. The Board took into account that the Sub-Advisory Agreements may benefit the Fund and its shareholders by permitting DMC to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund.
The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund by DMC and the Affiliated Sub-Advisers.
Investment performance. The Board received and considered information with respect to the investment performance of the Fund, including performance reports and discussions with portfolio managers at meetings of the Board’s Investment Committees throughout the year as well as reports provided by Broadridge Financial Solutions, an independent investment company data provider (“Broadridge”), furnished for the Annual Contract Renewal Meeting. The Broadridge reports prepared for the Fund showed its investment performance in comparison to a group of similar funds (the “Performance Universe”). The Board received a description of the methodology used by Broadridge to select the funds in the
41
Other Fund information (Unaudited)
Delaware Investments® Dividend and Income Fund, Inc.
Board Consideration of Investment Management Agreement and Sub-Advisory Agreements at a Meeting Held on August 9-11, 2022 (continued)
Performance Universe. Comparative annualized performance for the Fund was shown for the past 1-, 3-, 5-, and 10-year periods and since inception, as applicable, ended December 31, 2021.
The Performance Universe for the Fund consisted of the Fund and all leveraged closed-end income and preferred stock funds, regardless of asset size. The Board noted that the Broadridge report comparison showed that the Fund’s total return for the 1- and 10-year periods was in the first quartile and for the 3- and 5-year periods was in the second quartile of its Performance Universe. The Broadridge report comparison showed that the Fund’s total return for the 1-, 3-, 5-, and 10-year periods was above the median of its Performance Universe. The Board also noted that the Broadridge report showed that the Fund outperformed its benchmark index for the 1-, 3-, and 10-year periods and slightly underperformed its benchmark index for the 5-year periods. The Board noted that the Fund was generally performing in line with its Performance Universe and benchmark during the periods under review.
Comparative expenses. The Board received and considered expense data for the Fund. Management provided the Board with information on pricing levels and fee structures for the Fund as of its most recently completed fiscal year. The Board also considered the comparative analysis of contractual management fees and actual total expense ratios of the Fund versus contractual management fees and actual total expense ratios of a group of similar funds as selected by Broadridge (the “Expense Group”). In reviewing comparative costs, the Fund’s contractual management fee and the actual management fee (for common and leveraged assets) incurred by the Fund were compared with the contractual management fees (assuming all funds were similar in size to the Fund) and actual management fees, taking into account any applicable breakpoints and fee waivers, with the Fund’s expense universe, which is comprised of the Fund, its Expense Group and all other leveraged closed-end income and preferred stock, excluding outliers (the “Expense Universe”). The Fund’s total expenses were also compared with those of its Expense Universe.
The expense comparisons for the Fund showed that its actual management fee (for both common and leveraged assets) was below the median of its Expense Universe and its actual total expenses (for common and leveraged assets) were above its Expense Group average.
The Board also received and considered information about the nature and extent of services offered and fee rates charged by DMC to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing registered investment companies compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients, unregistered funds and separately managed accounts.
The Board noted that DMC, and not the Fund, pays the sub-advisory fees to the Affiliated Sub-Advisers and, accordingly, that the retention of the Affiliated Sub-Advisers does not increase the fees and expenses incurred by the Fund.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to DMC under the Investment Management Agreement and the Affiliated Sub-Advisers under the Sub-Advisory Agreements was reasonable.
Economies of scale. The Board received and considered information about the potential for DMC to realize economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual Fund level and the extent to which potential scale benefits are shared with shareholders. The Board reviewed the Fund’s advisory fee pricing and structure. The Board noted that the Fund may also benefit from economies of scale through DMC’s investment in its business, including investments in business infrastructure, technology and cybersecurity.
Management profitability. The Board received and considered the Investment Management Profitability Analysis that addressed the overall profitability of DMC’s business in providing management and other services to the Fund and the Delaware Funds as a whole, including the methodology used by DMC in allocating costs for the purpose of determining profitability. The Board also reviewed a report prepared by JDL regarding DMC’s profitability as compared to certain peer fund complexes and the Independent Directors discussed DMC’s profitability in such context with representatives from JDL. Based on its review, the Board determined that DMC’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.
42
Ancillary benefits. The Board received and considered information regarding the extent to which DMC and its affiliates might derive ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as investment manager to the Delaware Funds; the benefits from allocation of fund brokerage to improve trading efficiencies; and the fees that various affiliates received for serving as transfer agent and for overseeing fund accounting and financial administration services to the Delaware Funds. The Board received information from DMC regarding its view of the performance of its affiliates in providing transfer agent and fund accounting and financial administration oversight services and the organizational structure employed to provide these services pursuant to their contracts with the Fund.
Based on its consideration of the factors and information it deemed relevant, including the costs of providing investment management and other services to the Fund and the ongoing commitment of DMC and its affiliates to the Fund, the Board did not find that any ancillary benefits received by DMC and its affiliates were unreasonable.
Conclusion. Based on its review, consideration and evaluation of all factors it believed relevant, including the above-described factors and conclusions, the Board, including all of the Independent Directors, approved the continuation of DMC’s Investment Management Agreement and of the Affiliated Sub-Advisers’ Sub-Advisory Agreements for an additional one-year period.
43
Board of trustees / directors and officers addendum
Delaware Funds by Macquarie®
A fund is governed by a Board of Trustees / Directors (“Trustees”), which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager and others who perform services for the fund. The independent fund trustees, in particular, are advocates for shareholder interests. Each trustee has served in that capacity since he or she was elected to or appointed to the Board of Trustees, and will continue to serve until his or her retirement or the election of a new trustee in his or her place. The following is a list of the Trustees and Officers as of December 31, 2022 with certain background and related information.
Name, Address, and Birth Year |
Position(s) Held with the Fund |
Length
of Time Served1 |
Number
of Funds in Fund Complex Overseen by Trustee |
Principal Occupation(s) During the Past Five Years |
Other Directorships Held by Trustee During the Past Five Years | |||||
Interested Trustee | ||||||||||
Shawn
K. Lytle2 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1970 |
President, Chief Executive Officer, and Trustee | President and Chief Executive Officer since August 2015 Trustee since September 2015 |
127 | Macquarie
Asset Management3 (2015-Present) -Global Head of Macquarie Asset Management Public Investments (2019-Present) -Head of Americas of Macquarie Group (2017-Present) -Deputy Global Head of Macquarie Asset Management (2017-2019) -Head of Macquarie Asset Management Americas (2015-2017) |
None | |||||
Independent Trustees | ||||||||||
Jerome
D. Abernathy 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1959 |
Trustee | Since January 2019 | 127 | Stonebrook
Capital Management, LLC (financial technology: macro factors and databases) -Managing Member (1993-Present) |
None | |||||
Thomas L. Bennett4 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1947 |
Chair and Trustee | Trustee
since March 2005 Chair since March 2015 |
127 | Private
Investor (2004-Present) |
None | |||||
Ann
D. Borowiec 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1958 |
Trustee | Since March 2015 | 127 | J.P. Morgan
Chase & Co. (1987-2013) -Chief Executive Officer, Private Wealth Management (2011-2013) |
Banco Santander
International (2016-2019) Santander Bank, N.A. (2016-2019) | |||||
Joseph
W. Chow 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1953 |
Trustee | Since January 2013 | 127 | Private
Investor (2011-Present) |
None |
44
Name, Address, and Birth Year |
Position(s) Held with the Fund |
Length
of Time Served1 |
Number
of Funds in Fund Complex Overseen by Trustee |
Principal Occupation(s) During the Past Five Years |
Other Directorships Held by Trustee During the Past Five Years | |||||
H.
Jeffrey Dobbs 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1955 |
Trustee | Since April 20195 | 127 | KPMG
LLP (2002-2015) -Global Sector Chairman, Industrial Manufacturing (2010-2015) |
TechAccel
LLC (2015-Present) PatientsVoices, Inc. (2018-Present) Valparaiso University Board (2012-Present) Ivy Funds Complex (2019-2021) | |||||
John
A. Fry 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1960 |
Trustee | Since January 2001 | 127 | Drexel
University -President (2010-Present) |
Federal
Reserve Bank of Philadelphia (2020-Present) FS Credit Real Estate Income Trust, Inc. (2018-Present) vTv Therapeutics Inc. (2017-Present) Community Health Systems (2004-Present) Drexel Morgan & Co. (2015-2019) | |||||
Joseph Harroz, Jr. 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1967 |
Trustee | Since November 19985 | 127 | University
of Oklahoma -President (2020-Present) -Interim President (2019-2020) -Vice President and Dean, College of Law (2010-2019) Brookhaven Investments LLC (commercial enterprises) -Managing Member (2019-Present) St. Clair, LLC (commercial enterprises) -Managing Member (2019-Present) |
OU
Medicine, Inc. (2020-Present) Big 12 Athletic Conference (2019-Present) Valliance Bank (2007-Present) Ivy Funds Complex (1998-2021) |
45
Board of trustees / directors and officers addendum
Delaware Funds by Macquarie®
Name, Address, and Birth Year | Position(s) Held with the Fund | Length
of Time Served1 | Number
of Funds in Fund Complex Overseen by Trustee | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Trustee During the Past Five Years | |||||
Sandra A.J. Lawrence 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1957 | Trustee | Since April 20195 | 127 | Children’s Mercy Hospitals
and Clinics (2005-2019) -Chief Administrative Officer (2016-2019) | Brixmor Property Group Inc. (2021-Present) Sera Prognostics Inc. (biotechnology) (2021-Present) Recology (resource recovery) (2021-Present) Evergy, Inc., Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company, Westar Energy, Inc. and Kansas Gas and Electric Company (related utility companies) (2018-Present) National Association of Corporate Directors (2017-Present) Ivy Funds Complex (2019-2021) American Shared Hospital Services (medical device) (2017-2021) Westar Energy (utility) (2004-2018) | |||||
Frances A. Sevilla-Sacasa 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1956 | Trustee | Since September 2011 | 127 | Banco Itaú International -Chief Executive Officer (2012-2016) | Florida Chapter of National Association of Corporate Directors (2021-Present) Callon Petroleum Company (2019-Present) Camden Property Trust (2011-Present) New Senior Investment Group Inc. (2021) Carrizo Oil & Gas, Inc. (2018-2019) | |||||
Thomas K. Whitford 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1956 | Trustee | Since January 2013 | 127 | PNC Financial Services Group (1983-2013) -Vice Chairman (2009-2013) | HSBC USA Inc. (2014-2022) HSBC North America Holdings Inc. (2013-2022) HSBC Finance Corporation (2013-2018) | |||||
Christianna
Wood 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1959 | Trustee | Since January 2019 | 127 | Gore Creek Capital, Ltd. -Chief Executive Officer and President (2009-Present) | The Merger Fund (2013-2021), The Merger
Fund VL (2013-2021), WCM Alternatives: Event- Driven Fund (2013-2021), and WCM Alternatives: Credit Event Fund (2017-2021) Grange Insurance (2013-Present) H&R Block Corporation (2008-Present) |
46
Name, Address, and Birth Year | Position(s) Held with the Fund | Length of Time Served1 | Number of Funds in Fund Complex Overseen by Trustee | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Trustee During the Past Five Years | |||||
Janet L. Yeomans 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1948 | Trustee | Since April 1999 | 127 | 3M Company (1995-2012) -Vice President and Treasurer (2006-2012) | Okabena Company (2009-2017) | |||||
Officers | ||||||||||
David F. Connor 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1963 | Senior Vice President, General Counsel, and Secretary | Senior Vice President, since May 2013; General Counsel since May 2015; Secretary since October 2005 | 127 | David F. Connor has served in various capacities at different times at Macquarie Asset Management. | None6 | |||||
Daniel V. Geatens 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1972 | Senior Vice President and Treasurer | Senior Vice President and Treasurer since October 2007 | 127 | Daniel V. Geatens has served in various capacities at different times at Macquarie Asset Management. | None6 | |||||
Richard Salus 100 Independence 610 Market Street Philadelphia, PA 19106-2354 1963 | Senior Vice President and Chief Financial Officer | Senior Vice President and Chief Financial Officer since November 2006 | 127 | Richard Salus has served in various capacities at different times at Macquarie Asset Management. | None |
1 | “Length of Time Served” refers to the time since the Trustee or officer began serving one or more of the trusts in the Delaware Funds complex. |
2 | Shawn K. Lytle is considered to be an “Interested Trustee” because he is an executive officer of the Funds' investment advisor. |
3 | Macquarie Asset Management is the marketing name for certain companies comprising the asset management division of Macquarie Group, including the Funds' investment advisor, principal underwriter, and transfer agent. |
4 | Mr. Bennett retired from the Board effective December 31, 2022 and Mr. Whitford became Chair of the Board effective January 1, 2023. |
5 | Includes time served on the Board of Ivy Funds prior to the date when Ivy Funds joined the Delaware Funds complex. |
6 | David F. Connor serves as Senior Vice President and Secretary, and Daniel V. Geatens serves as Senior Vice President, Treasurer, and Chief Financial Officer, for the six portfolios of the Optimum Fund Trust, which have the same investment manager, principal underwriter, and transfer agent as the Funds. Mr. Geatens also serves as the Chief Financial Officer and Treasurer for Macquarie Global Infrastructure Total Return Fund Inc., which has the same investment manager as the Funds. |
47
Delaware Funds by Macquarie® privacy practices notice
We are committed to protecting the privacy of our potential, current, and former customers. To provide the products and services you request, we must collect personal information about you. We do not sell your personal information to third parties. We collect your personal information and share it with third parties as necessary to provide you with the products or services you request and to administer your business with us. This notice describes our current privacy practices. While your relationship with us continues, we will update and send our privacy practices notice as required by law. We are committed to continuing to protect your personal information even after that relationship ends.
You do not need to take any action because of this notice.
Information we may collect and use
We collect personal information about you to help us identify you as our potential, current, or former customer; to process your requests and transactions; to offer investment services to you; or to tell you about our products or services we believe you may want to use. The type of personal information we collect depends on the products or services you request and may include the following:
● | Information from you: When you submit your application or other forms or request information on our products (online or otherwise), you give us information such as your name, address, Social Security number, and your financial history. |
● | Information about your transactions: We keep information about your transactions with us, such as the products you buy from us; the amount you paid for those products; your investment activity; and your account balances. |
● | Information from your employer: In connection with administering your retirement plan, we may obtain information about you from your employer. |
● | Information received from third parties: In order to verify your identity or to prevent fraud, we may obtain information about you from third parties. |
How we use your personal information
We do not disclose nonpublic personal information about our potential, current, and former customers unless allowed or required by law. We may share your personal information within our companies and with certain service providers. They use this information to process transactions you have requested; provide customer service; and inform you of products or services we offer that you may find useful. Our service providers may or may not be affiliated with us. They include financial service providers (for example, third-party administrators; broker/dealers; and other financial services companies with whom we have joint marketing agreements). Our service providers also include nonfinancial companies and individuals (for example, consultants; information services vendors; and companies that perform mailing or marketing services on our behalf). Information obtained from a report prepared by a service provider may be kept by the service provider and shared with other persons; however, we require our service providers to protect your personal information and to use or disclose it only for the work they are performing for us, or as permitted by law.
We also may provide information to regulatory authorities, law enforcement officials, and others to prevent fraud or when we believe in good faith that the law requires disclosure. In the event of a sale of all or part of our businesses, we may share customer information as part of the sale. We do not sell or share your information with outside marketers who may want to offer you their own products and services.
i | This page is not part of the annual report. |
Delaware Funds by Macquarie® privacy practices notice
Security of information
Keeping your information safe is one of our most important responsibilities. We maintain physical, electronic, and procedural safeguards to protect your information. Our employees are authorized to access your information only when they need it to provide you with products and services or to maintain your accounts. Employees who have access to your personal information are required to keep it strictly confidential. We provide training to our employees about the importance of protecting the privacy of your information.
Macquarie Asset Management (MAM) is the asset management division of Macquarie Group.
Other than Macquarie Bank Limited ABN 46 008 583 542 ("Macquarie Bank"), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.
This privacy practices notice is being provided on behalf of the following:
Delaware Funds by Macquarie
Delaware Investments Fund Services Company
Delaware Management Company
Revised March 2022
This page is not part of the annual report. | ii |
Macquarie Asset Management (MAM) is the asset management division of Macquarie Group. MAM is a full-service asset manager offering a diverse range of products across public and private markets including fixed income, equities, multi-asset solutions, private credit, infrastructure, renewables, natural assets, real estate, and asset finance. The Public Investments business is a part of MAM and includes the following investment advisers: Macquarie Investment Management Business Trust (MIMBT), Macquarie Funds Management Hong Kong Limited, Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment Management Global Limited, Macquarie Investment Management Europe Limited, and Macquarie Investment Management Europe S.A. For more information, including press releases, please visit delawarefunds.com/closed-end.
Other than Macquarie Bank Limited ABN 46 008 583 542 ("Macquarie Bank"), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.
The Fund is governed by US laws and regulations.
iii This page is not part of the annual report. |
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Item 2. Code of Ethics
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. A copy of the registrant’s Code of Business Ethics has been posted on the Delaware Funds by Macquarie® Internet Web site at www.delawarefunds.com. Any amendments to the Code of Business Ethics, and information on any waiver from its provisions granted by the registrant, will also be posted on this Web site within five business days of such amendment or waiver and will remain on the Web site for at least 12 months.
Item 3. Audit Committee Financial Expert
The registrant’s Board of Directors has determined that certain members of the registrant’s Audit Committee are audit committee financial experts, as defined below. For purposes of this item, an “audit committee financial expert” is a person who has the following attributes:
a. An understanding of generally accepted accounting principles and financial statements;
b. The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;
c. Experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;
d. An understanding of internal controls and procedures for financial reporting; and
e. An understanding of audit committee functions.
An “audit committee financial expert” shall have acquired such attributes through:
a. Education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve the performance of similar functions;
b. Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions;
c. Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or
d. Other relevant experience.
The registrant’s Board of Directors has also determined that each member of the registrant’s Audit Committee is independent. In order to be “independent” for purposes of this item, the Audit Committee member may not: (i) other than in his or her capacity as a member of the Board of Directors or any committee thereof, accept directly or indirectly any consulting, advisory or other compensatory fee from the issuer; or (ii) be an “interested person” of the registrant as defined in Section 2(a)(19) of the Investment Company Act of 1940.
The names of the audit committee financial experts on the registrant’s Audit Committee are set forth below:
H. Jeffrey Dobbs
Sandra A.J. Lawrence
Frances Sevilla-Sacasa, Chair
Item 4. Principal Accountant Fees and Services
(a) Audit fees.
The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $36,366 for the fiscal year ended November 30, 2022.
The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $33,363 for the fiscal year ended November 30, 2021.
(b) Audit-related fees.
The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2022.
The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $2,050,189 for the registrant’s fiscal year ended November 30, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year-end audit procedures; group reporting and subsidiary statutory audits.
The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2021.
The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $1,134,001 for the registrant’s fiscal year ended November 30, 2021. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year-end audit procedures; group reporting and subsidiary statutory audits.
(c) Tax fees.
The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $7,330 for the fiscal year ended November 30, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.
The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2022.
The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $6,850 for the fiscal year ended November 30, 2021. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.
The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2021.
(d) All other fees.
The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended November 30, 2022.
The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.
The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended November 30, 2021.
The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2021. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.
(e) The registrant’s Audit Committee has established pre-approval policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X (the “Pre-Approval Policy”) with respect to services provided by the registrant’s independent auditors. Pursuant to the Pre-Approval Policy, the Audit Committee has pre-approved the services set forth in the table below with respect to the registrant up to the specified fee limits. Certain fee limits are based on aggregate fees to the registrant and other registrants within the Delaware Funds by Macquarie®.
Service | Range of Fees |
Audit Services | |
Statutory audits or financial audits for new Funds | up to $50,000 per Fund |
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters |
up to $10,000 per Fund |
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”) |
up to $25,000 in the aggregate |
Audit-Related Services | |
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”) |
up to $25,000 in the aggregate |
Tax Services | |
U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.) |
up to $25,000 in the aggregate |
U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) | up to $5,000 per Fund |
Review of federal, state, local and international income, franchise and other tax returns | up to $5,000 per Fund |
Under the Pre-Approval Policy, the Audit Committee has also pre-approved the services set forth in the table below with respect to the registrant’s investment adviser and other entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the registrant (the “Control Affiliates”) up to the specified fee limit. This fee limit is based on aggregate fees to the investment adviser and its Control Affiliates.
Service | Range of Fees |
Non-Audit Services | |
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters | up to $10,000 in the aggregate |
The Pre-Approval Policy requires the registrant’s independent auditors to report to the Audit Committee at each of its regular meetings regarding all services initiated since the last such report was rendered, including those services authorized by the Pre-Approval Policy.
(f) Not applicable.
(g) The aggregate non-audit fees billed by the registrant’s independent auditors for services rendered to the registrant and to its investment adviser and other service providers under common control with the adviser were $9,044,000 and $9,044,000 for the registrant’s fiscal years ended November 30, 2022 and November 30, 2021, respectively.
(h) In connection with its selection of the independent auditors, the registrant’s Audit Committee has considered the independent auditors’ provision of non-audit services to the registrant’s investment adviser and other service providers under common control with the adviser that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the independent auditors’ provision of these services is compatible with maintaining the auditors’ independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants
The registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the registrant’s Audit Committee are H. Jeffrey Dobbs, Sandra A.J. Lawrence, and Frances A. Sevilla-Sacasa.
Item 6. Investments
(a) Included as part of report to shareholders filed under Item 1 of this Form N-CSR.
(b) Divestment of securities in accordance with Section 13(c) of the Investment Company Act of 1940.
Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
The registrant has formally delegated to its investment adviser, Delaware Management Company, a series of Macquarie Investment Management Business Trust (the “Adviser”) the responsibility for making all proxy voting decisions in relation to portfolio securities held by the registrant. If and when proxies need to be voted on behalf of the registrant, the Adviser and any Macquarie affiliates advising the registrant (collectively, “Macquarie Asset Management Public Investments”) will vote such proxies pursuant to Macquarie Asset Management Public Investment’s (“MPI”) Proxy Voting Policies and Procedures (the “Procedures”). MPI has established a Proxy Voting Committee (the “Committee”), which is responsible for overseeing MPI’s proxy voting process for the registrant. One of the main responsibilities of the Committee is to review and approve the Procedures to ensure that the Procedures are designed to allow MPI to vote proxies in a manner consistent with the goal of voting in the best interests of the registrant.
In order to facilitate the actual process of voting proxies, MPI has contracted with proxy advisory firms to analyze proxy statements on behalf of the registrant and other MPI clients and provide MPI with research recommendations on upcoming proxy votes in accordance with the Procedures. The Committee is responsible for overseeing the proxy advisory firms’ services. If a proxy has been voted for the registrant, the proxy advisory firm will create a record of the vote. By no later than August 31 of each year, information (if any) regarding how the registrant voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the registrant’s website at http://www.delawarefunds.com/proxy; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
When determining whether to invest in a particular company, one of the factors MPI may consider is the quality and depth of the company’s management. As a result, MPI believes that recommendations of management on any issue (particularly routine issues) should be given a fair amount of weight in determining how proxy issues should be voted. Thus, on many issues, the MPI’s votes are cast in accordance with the recommendations of the company’s management. However, MPI may vote against management’s position when it runs counter to MPI’s specific Proxy Voting Guidelines (the “Guidelines”), and MPI will also vote against management’s recommendation when it believes that such position is not in the best interests of the registrant.
As stated above, the Procedures also list specific Guidelines on how to vote proxies on behalf of the registrant. Some examples of the Guidelines are as follows: (i) generally vote for shareholder proposals asking that a majority or more of directors be independent; (ii) generally vote for management or shareholder proposals to reduce supermajority vote requirements, taking into account: ownership structure; quorum requirements; and vote requirements; (iii) votes on mergers and acquisitions should be considered on a case-by-case basis; (iv) generally vote re-incorporation proposals on a case-by-case basis; (v) votes with respect to equity-based compensation plans are generally determined on a case-by-case basis; (vi) generally vote for proposals requesting that a company report on its policies, initiatives, oversight mechanisms, and ethical standards related to social, economic, and environmental sustainability, unless company already provides similar reports through other means or the company has formally committed to the implementation of a reporting program based on Global Reporting Initiative guidelines or a similar standard; and (vii) generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
Because the registrant has delegated proxy voting to MPI, the registrant is not expected to encounter any conflict of interest issues regarding proxy voting and therefore does not have procedures regarding this matter. However, MPI does have a section in its Procedures that addresses the possibility of conflicts of interest. Most of the proxies which MPI receives on behalf of its clients are voted in accordance with the Procedures. Since the Procedures are pre-determined by the Committee, application of the Procedures by MPI’s portfolio management teams when voting proxies after reviewing the proxy and research provided by the proxy advisory firm should in most instances adequately address any potential conflicts of interest. If MPI becomes aware of a conflict of interest in an upcoming proxy vote, the proxy vote will generally be referred to the Committee or the Committee’s delegates for review. If the portfolio management team for such proxy intends to vote in accordance with the proxy advisory firm’s recommendation pursuant to our Procedures, then no further action is needed to be taken by the Committee. If MPI’s portfolio management team is considering voting a proxy contrary to the proxy advisory firm’s research recommendation under the Procedures, the Committee or its delegates will assess the proposed vote to determine if it is reasonable. The Committee or its delegates will also assess whether any business or other material relationships between MPI and a portfolio company (unrelated to the ownership of the portfolio company’s securities) could have influenced an inconsistent vote on that company’s proxy. If the Committee or its delegates determines that the proposed proxy vote is unreasonable or unduly influenced by a conflict, the portfolio management team will be required to vote the proxy in accordance with the proxy advisory firm’s research recommendation or abstain from voting.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
The information in the annual report under “Other Fund information – Fund management” is incorporated by reference into this Item 8.
Other Accounts Managed
The following chart lists certain information about types of other accounts for which each Fund manager is primarily responsible as of November 30, 2022. Any accounts managed in a personal capacity appear under “Other Accounts” along with the other accounts managed on a professional basis.
No.
of Accounts |
Total
Assets |
No.
of Accounts with Performance- Based Fees |
Total
Assets in | |
Kristen E. Bartholdson | ||||
Registered Investment Companies |
7 | $10.9 billion | 0 | $0 |
Other Pooled Investment Vehicles |
4 | $828.0 million | 0 | $0 |
Other Accounts | 25 | $4.4 billion | 0 | $0 |
Adam H. Brown | ||||
Registered Investment Companies |
6 | $10.3 billion | 0 | $0 |
Other Pooled Investment Vehicles |
1 | $179.5 million | 0 | $0 |
Other Accounts | 5 | $141.9 million | 0 | $0 |
Chris Gowlland | ||||
Registered Investment Companies |
10 | $2.5 billion | 0 | $0 |
Other Pooled Investment Vehicles |
0 | $0 | 0 | $0 |
Other Accounts | 1 | $81.1 million | 0 | $0 |
Erin Ksenak | ||||
Registered Investment Companies |
7 | $10.9 billion | 0 | $0 |
Other Pooled Investment Vehicles |
4 | $828.0 million | 0 | $0 |
Other Accounts | 25 | $4.4 billion | 0 | $0 |
Nikhil G. Lalvani | ||||
Registered Investment Companies |
8 | $11.0 billion | 0 | $0 |
Other Pooled Investment Vehicles |
4 | $828.0 million | 0 | $0 |
Other Accounts | 25 | $4.4 billion | 0 | $0 |
John P. McCarthy | ||||
Registered Investment Companies |
10 | $5.2 billion | 0 | $0 |
Other Pooled Investment Vehicles |
2 | $399.5 million | 0 | $0 |
Other Accounts | 5 | $189.8 million | 0 | $0 |
Robert A. Vogel, Jr. | ||||
Registered Investment Companies |
7 | $10.9 billion | 0 | $0 |
Other Pooled Investment Vehicles |
4 | $828.0 million | 0 | $0 |
Other Accounts | 25 | $4.4 billion | 0 | $0 |
Stefan Löwenthal | ||||
Registered Investment Companies |
22 | $8.1 billion | 0 | $0 |
Other Pooled Investment Vehicles |
65 | $2.4 billion | 0 | $0 |
Other Accounts | 17 | $1.6 billion | 0 | $0 |
Juergen Wurzer | ||||
Registered Investment Companies |
22 | $8.1 billion | 0 | $0 |
Other Pooled Investment Vehicles |
65 | $2.4 billion | 0 | $0 |
Other Accounts | 17 | $1.6 billion | 0 | $0 |
Michael G. Wildstein | ||||
Registered Investment Companies |
8 | $2.7 billion | 0 | $0 |
Other Pooled Investment Vehicles |
9 | $945.0 | 0 | $0 |
Other Accounts | 11 | $7.0 billion | 1 | $437.5 million |
Benjamin Leung | ||||
Registered Investment Companies |
20 | $4.2 billion | 0 | $0 |
Other Pooled Investment Vehicles |
38 | $9.0 billion | 11 | $3.9 billion |
Other Accounts | 29 | $26.2 billion | 4 | $3.0 billion |
Scot Thompson | ||||
Registered Investment Companies |
20 | $4.2 billion | 0 | $0 |
Other Pooled Investment Vehicles |
38 | $9.0 billion | 11 | $3.9 billion |
Other Accounts | 29 | $26.2 billion | 4 | $3.0 billion |
DESCRIPTION OF MATERIAL CONFLICTS OF INTEREST
Individual portfolio managers may perform investment management services for other funds or accounts similar to those provided to the Funds and the investment action for such other fund or account and the Funds may differ. For example, an account or fund may be selling a security, while another account or fund may be purchasing or holding the same security. As a result, transactions executed for one fund or account may adversely affect the value of securities held by another fund, account or the Funds. Additionally, the management of multiple other funds or accounts and the Funds may give rise to potential conflicts of interest, as a portfolio manager must allocate time and effort to multiple other funds or accounts and the Funds. A portfolio manager may discover an investment opportunity that may be suitable for more than one account or fund. The investment opportunity may be limited, however, so that all funds or accounts for which the investment would be suitable may not be able to participate. The Adviser has adopted procedures designed to allocate investments fairly across multiple funds or accounts.
Some of the accounts managed by the portfolio managers have a performance-based fee. This compensation structure presents a potential conflict of interest. The portfolio manager has an incentive to manage this account so as to enhance its performance, to the possible detriment of other accounts for which the investment manager does not receive a performance-based fee.
A portfolio manager’s management of personal accounts also may present certain conflicts of interest. While the Adviser’s code of ethics is designed to address these potential conflicts, there is no guarantee that it will do so.
Compensation Structure
Each portfolio’s manager’s compensation consists of the following:
Base Salary – Each named portfolio manager receives a fixed base salary. Salaries are determined by a comparison to industry data prepared by third parties to ensure that portfolio manager salaries are in line with salaries paid at peer investment advisory firms.
Bonus – (Mr. Lalvani, Ms. Bartholdson, Mr. Vogel, and Ms. Ksenak only) Each named portfolio manager is eligible to receive an annual cash bonus. The bonus pool is determined by the revenues associated with the products a portfolio manager manages. Macquarie Asset Management keeps a percentage of the revenues and the remaining percentage of revenues (minus appropriate expenses associated with relevant product and the investment management team) creates the "bonus pool" for the product. Various members of the team have the ability to earn a percentage of the bonus pool. The pool is allotted based on subjective factors and objective factors. The primary objective factor is the 1-, 3-, and 5-year performance of the funds managed relative to the performance of the appropriate Morningstar, Inc. (“Morningstar”) peer groups and the performance of institutional composites relative to the appropriate indices. Three- and five-year performance is weighted more heavily and there is no objective award for a fund whose performance falls below the 50th percentile for a given time period.
Individual allocations of the bonus pool are based on individual performance measurements, both objective and subjective, as determined by senior management.
(Mr. Gowlland only) Fixed remuneration takes into consideration the role of individuals and market conditions. Remuneration is reviewed on a yearly basis in February/March and takes effect from April 1 of that year. Aggregate staff profit share is linked to Macquarie Group’s profitability and return on ordinary equity, with the allocation of individual profit share being based on factors including contribution to profit, use of capital, funding and risk. Macquarie Group operates profit share retention arrangements for employees meeting certain pay thresholds, to ensure an appropriate balance between short and longer-term incentives. Compensation is not directly based on the pre or post tax performance of the Fund over a certain period. However, performance of the Fund may be one factor taken into account in determining compensation.
(Messrs. Brown, McCarthy and Wildstein only) An objective component is added to the bonus for each manager that is reflective of account performance relative to an appropriate peer group or database. The following paragraph describes the structure of the non-guaranteed bonus.
Each portfolio manager is eligible to receive an annual cash bonus, which is based on quantitative and qualitative factors. There is one pool for bonus payments for the fixed income department. The pool is allotted based on subjective factors and objective factors. The amount of the pool for bonus payments is determined by assets managed (including investment companies, insurance product-related accounts and other separate accounts), management fees and related expenses (including fund waiver expenses) for registered investment companies, pooled vehicles, and managed separate accounts. For investment companies, each manager is compensated according to the Fund’s Broadridge or Morningstar peer group percentile ranking on a 1-, 3-, and 5-year basis, with longer term performance more heavily weighted. For managed separate accounts the portfolio managers are compensated according to the composite percentile ranking against the eVestment Alliance database (or similar sources of relative performance data) on a one-, three-, and five-year basis, with longer term performance more heavily weighted; composite performance relative to the benchmark is also evaluated for the same time periods. Incentives reach maximum potential at the top 25th-30th percentile. The remaining portion of the bonus is discretionary as determined by Macquarie Asset Management and takes into account subjective factors.
For new and recently transitioned portfolio managers, the compensation may be weighted more heavily towards a portfolio manager’s actual contribution and ability to influence performance, rather than longer-term performance. Management intends to move the compensation structure towards longer-term performance for these portfolio managers over time.
(Messrs. Löwenthal and Wurzer only) Each named portfolio manager is eligible to receive an annual cash bonus. The bonus pool is determined by the revenues associated with the products a portfolio manager manages. Macquarie Asset Management keeps a percentage of the revenues and the remaining percentage of revenues (minus appropriate expenses associated with relevant product and the investment management team) creates the "bonus pool" for the product. Various members of the team have the ability to earn a percentage of the bonus pool with the most senior contributors generally having the largest share. Individual allocations of the bonus pool are based on individual performance measurements, both objective and subjective, as determined by senior management.
(Messrs. Leung and Thompson only) Each named portfolio manager is eligible to receive an annual cash bonus. The bonus pool is determined by the revenues associated with the products a portfolio manager manages. Macquarie Asset Management keeps a percentage of the revenues and the remaining percentage of revenues (minus appropriate expenses associated with relevant product and the investment management team) creates the "bonus pool" for the product. Various members of the team have the ability to earn a percentage of the bonus pool with the most senior contributor generally having the largest share. Individual allocations of the bonus pool are based on individual performance measurements, both objective and subjective, as determined by senior management.
Portfolio managers participate in retention programs, including the Macquarie Asset Management Public Investments Notional Investment Plan and the Macquarie Group Employee Retained Equity Plan, for alignment of interest purposes.
Macquarie Asset Management Public Investments Notional Investment Plan - A portion of a portfolio manager’s retained profit share may be notionally exposed to the return of certain funds within MAM Funds pursuant to the terms of the Macquarie Asset Management Public Investments Notional Investment Plan. The retained amount will vest in equal tranches over a period ranging from four to five years after the date of investment (depending on the level of the employee).
Macquarie Group Employee Retained Equity Plan - A portion of a portfolio manager’s retained profit share may be invested in the Macquarie Group Employee Retained Equity Plan (“MEREP”), which is used to deliver remuneration in the form of Macquarie equity. The main type of award currently being offered under the MEREP is units comprising a beneficial interest in a Macquarie share held in a trust for the employee, subject to the vesting and forfeiture provisions of the MEREP. Subject to vesting conditions, vesting and release of the shares occurs in a period ranging from four to five years after the date of investment (depending on the level of the employee).
Other Compensation - Portfolio managers may also participate in benefit plans and programs available generally to all similarly situated employees.
Ownership of Securities
As of November 30, 2022, the portfolio managers did not own any shares of the Fund.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
(a) | (b) | (c) | (d) | |
Period | Total
Number of Shares Purchased(1) |
Average
Price Paid per Share |
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Program |
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
Month #1 (6/1/2022 - 6/30/2022) | 0 | - | 0 | 7,611,158.1587 |
Month #2 (7/1/2022 - 7/31/2022) | 0 | - | 0 | 7,611,158.1587 |
Month #3 (8/1/2022 - 8/31/2022) | 0 | - | 0 | 7,611,158.1587 |
Month #4 (9/1/2022 - 9/30/2022) | 0 | - | 0 | 7,611,158.1587 |
Month #5 (10/1/2022 - 10/31/2022) | 0 | - | 0 | 7,611,158.1587 |
Month #6 (11/1/2022 - 11/30/2022) | 0 | - | 0 | 7,611,158.1587 |
Total | 0 | - | 0 | 7,611,158.1587 |
1. | The Board previously authorized an open-market share repurchase program pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Effective August 1, 2017, the Board approved a modification to the Fund’s previously announced open-market share repurchase program to authorize the Fund to repurchase up to 10% of the Fund’s shares outstanding in open market transactions as of that date, at the discretion of management. |
Item 10. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 11. Controls and Procedures
The registrant’s principal executive officer and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)) and provide reasonable assurance that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
There were no significant changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by the report to stockholders included herein that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 13. Exhibits
(a) | (1) Code of Ethics |
Not applicable.
(3) Written solicitations to purchase securities pursuant to Rule 23c-1 under the Securities Exchange Act of 1934.
Not applicable.
(b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith as Exhibit 99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.
DELAWARE INVESTMENTS® DIVIDEND AND INCOME FUND, INC. | ||
/s/SHAWN K. LYTLE | ||
By: | Shawn K. Lytle | |
Title: | President and Chief Executive Officer | |
Date: | February 3, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/SHAWN K. LYTLE | ||
By: | Shawn K. Lytle | |
Title: | President and Chief Executive Officer | |
Date: | February 3, 2023 | |
/s/RICHARD SALUS | ||
By: | Richard Salus | |
Title: | Chief Financial Officer | |
Date: | February 3, 2023 |