As filed with the Securities and Exchange Commission on [         ], 2017.

 

Investment Company Act of 1940 File No. 812-13331

 

WASHINGTON, DC 20549

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Please direct all written or oral communications concerning this Application to:

 

This Application (including exhibits) consists of 32 pages.

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Delaware Investments Dividend and Income Fund, Inc. ("DDF"), Delaware Enhanced Global Dividend and Income Fund ("DEX") and Delaware Management Company ("DMC") which is a series of Macquarie Investment Management Business Trust ("MIMBT") (a Delaware statutory trust), which is a subsidiary of Macquarie Management Holdings, Inc. ("MMHI") (together, the "Applicants"), hereby submit this amended and restated application for an order (the "Order") of the U.S. Securities and Exchange Commission (the "Commission") pursuant to Section 6(c) of the Investment Company Act of 1940 (the "Act") providing that DDF, DEX and each other registered closed-end investment company advised or to be advised in the future by DMC or by an entity controlling, controlled by or under common control (within the meaning of

Section 2(a)(9) of the Act) with DMC (including any successor in interest¹) (each such entity, including DMC, an "Investment Adviser") that in the future seeks to rely on the Order (such investment companies, together with DDF and DEX, are collectively referred to as the "Funds" and each separately as a "Fund"), an exemption from the provisions of Section 19(b) of the Act and Rule 19b-1 thereunder, as more fully set forth below (the "Application"). ² The Application was initially filed on October 5, 2006 and was amended on March 6, 2007, October 23, 2008 and March 24, 2015.

DDF and DEX are, and each future Fund will be, a closed-end management investment company registered under the Act.  DDF has a primary investment objective of seeking high current income, and DEX has a primary investment objective of seeking current income, with capital appreciation being a secondary objective for each Fund.

DDF was organized as a Maryland corporation on February 2, 1993.  DDF seeks to achieve its investment objective by investing, under normal circumstances, at least 65% of its total assets in income-generating equity securities, including dividend-paying common stocks, convertible securities, preferred stocks, and other equity related securities.  DDF may invest up to 35% of its total assets in non-convertible debt securities consisting primarily of high-yield corporate bonds.  In addition, DDF uses leveraging techniques via a line of credit in an attempt to obtain a higher rate of return.  DDF's common shares, par value $0.01 per share, are listed and traded on the New York

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1	For the purposes of the requested Order, "successor" is limited to an entity that results from a reorganization into another jurisdiction or a change in the type of business organization.

2	All existing registered closed-end investment companies that currently intend to rely on the Order have been named as Applicants.  Any Fund that may rely on the Order in the future will comply with the terms of the Application.

Stock Exchange.  DDF's total net assets on September 30, 2017 were approximately $91 million, and on that date 7,688,158 common shares were issued and outstanding.  DDF has not issued any preferred shares.  DMC is the investment adviser to DDF.

DMC is a registered investment adviser under the Investment Advisers Act of 1940 ("Advisers Act"), and acts as investment adviser to DDF and DEX, with responsibility for the overall management of DDF and DEX.  DMC is a series of MIMBT, which is a Delaware statutory trust and a subsidiary of MMHI.  MMHI is a subsidiary, and subject to the ultimate control, of

Macquarie Group Limited ("Macquarie").  Macquarie is a Sydney, Australia-headquartered global provider of banking, financial, advisory, investment and funds management services.  "Macquarie Investment Management" is the marketing name for MMHI and its subsidiaries.  In addition to serving as the investment adviser to DDF and DEX, DMC serves as adviser to the open-end and closed-end funds in the Delaware Funds^SM by Macquarie complex and advises or sub-advises several other registered investment companies.  As of September 30, 2017, DMC had approximately $59.1 billion in assets under management.  Each Fund will be advised by an Investment Adviser that is registered under the Advisers Act.

DDF (the "Original Applicant") has previously received exemptive relief from provisions of Section 19(b) of the Act and Rule 19b-1 thereunder permitting certain closed-end management investment companies to make up to twelve distributions of long-term capital gains with respect to any one taxable year.³  The Original Exemptive Order permitted the Original Applicant to make up to twelve distributions of long-term capital gains with respect to any one taxable year, so long as it maintains in effect its common stock distribution policies that call for fixed monthly distributions.

Delaware Service Company, Inc. ("DSC"), among other things, was responsible for determining the amount and composition of distributions to the Original Applicant's shareholders ("DDF Shareholders") and for preparing any notices required by Section 19(a) under the Act.  Without admitting or denying any findings of the Commission, DSC submitted an Offer of Settlement to the Commission on August 4, 2006 (the "Settlement Offer").  On August 31, 2006, the Commission accepted the Settlement Offer and issued an Order Instituting Administrative and

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3	Delaware Investments Dividend and Income Fund, Inc., et al., Investment Company Act Release No. 25524 (April 15, 2002) ("Original Exemptive Order").  The Original Exemptive Order also included another registrant, Delaware Global Dividend and Income Fund, Inc., which was merged into DEX in 2011.

Cease-and-Desist Proceedings Pursuant to Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order (the "Administrative Order").  The charges that were the subject of the Settlement Offer and the Administrative Order related to the distribution of notices by DSC to DDF Shareholders under Section 19(a) of the Act and Rule 19a-1 thereunder.  The Administrative Order also found that the Original Exemptive Order was granted, in part, on the basis of a representation in the Original Application that the Original Applicant was providing the required Section 19(a) notices to DDF Shareholders.  Additionally, the Administrative Order found that the representation was an untrue statement of material fact because DSC was not providing the required Section 19(a) notices to DDF Shareholders at the time that the Original Application had been submitted.

On the basis of the Administrative Order with respect to DSC, the Commission issued a Notice of Intention to Rescind the Applicants' Original Exemptive Order, which notice was dated September 1, 2006 (the "Notice").  The basis for the Notice was the Administrative Order's finding that the Original Exemptive Order was granted partly on the basis of an inaccurate representation concerning the Original Applicants' compliance with Section 19(a) under the Act and Rule 19a-1 thereunder.  On December 27, 2006, the Commission issued an order under Section 38(a) of the Act rescinding the Original Exemptive Order.⁴  Each Fund has adopted policies and procedures under Rule 38a-1 of the Act that they believe are reasonably designed to ensure that all notices and communications required to be sent to Shareholders with respect to the Plans include the disclosure required by Section 19(a) of the Act, Rule 19a-1 thereunder and by the

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4	In the Matter of Delaware Investments Dividend and Income Fund, Inc., et al., Investment Company Act Release No. 27611 (December 27, 2006).

Commission.  Consequently, the Original Applicant, along with DEX, are filing this application for an order exempting them from Section 19(b) and Rule 19b-1 thereunder (the "Application").

Section 19(b) of the Act provides that it shall be unlawful in contravention of such rules, regulations, or orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors for any registered investment company to distribute long-term capital gains, as defined in the Internal Revenue Code of 1986, as amended (the "Code"), more often than once every twelve months.  Rule 19b-1 under the Act provides that no registered investment company which is a "regulated investment company" as defined in Section 851 of the Code may make more than (i) one "capital gain dividend," as defined in Section 852(b)(3)(C) of the Code, in any one taxable year of the company, (ii) one additional capital gain distribution made in whole or in part to avoid payment of excise tax under Section 4982 of the Code plus (iii) one supplemental capital gain dividend pursuant to Section 855 of the Code (provided that  it does not exceed 10% of the total amount distributed for the taxable year).

Applicants believe that Rule 19b-1 should be interpreted to permit a Fund to pay an unlimited number of distributions on its common and preferred stock (if any) so long as it makes the designation necessary under the Code and Rule 19b-1 to characterize those distributions as "capital gain dividends" restricted by Rule 19b-1 only as often as is permitted by Rule 19b-1, even if the Code would then require retroactively spreading the capital gain resulting from that designation over more than the permissible number of distributions. However, to obtain certainty for a Fund's proposed distribution policies (each, a "Distribution Policy"), in the absence of such an interpretation, Applicants hereby request an order pursuant to Section 6(c) of the Act granting an exemption from Section 19(b) of the Act and Rule 19b-1 thereunder. The Order would permit each Fund to make periodic capital gain dividends (as defined in Section 852(b)(3)(C) of the Code)

that include long-term capital gains as frequently as twelve times in any one taxable year in respect of its common stock and as often as specified by, or determined in accordance with the terms of, any preferred stock issued by the Fund.

V. Representations of the Applicants 

Applicants make the following representations regarding the requested relief:

request, and the Adviser will provide, such information as is reasonably necessary to make an informed determination of whether the Board should adopt a proposed Distribution Policy. In particular, the DDF and DEX Boards, including a majority of each Board's Independent Members, reviewed, and any future Fund's Board will review information regarding (i) the purpose and terms of the relevant Distribution Policy; (ii) the likely effects of the relevant Distribution Policy on the Fund's long-term total return (in relation to market price and net asset value per share of common stock ("NAV")); (iii) the expected relationship between the Fund's distribution rate on its shares of common stock under the Distribution Policy and the Fund's total return (in relation to NAV); (iv) whether the rate of distribution is anticipated to exceed the Fund's expected total return in relation to its NAV; and (v) any reasonably foreseeable material effects of the Distribution Policy on the Fund's long-term total return (in relation to market price and NAV).  The Independent Members also did or will consider what conflicts of interest the Investment Adviser and affiliated persons of the Investment Adviser and DEX and DDF might have with respect to the adoption or implementation of a Distribution Policy.  Following this review, the Board, including the Independent Members, of each Fund did or will, before adopting or implementing any Distribution Policy, make a determination that the Distribution Policy is consistent with the Fund's investment objectives and in the best interests of the holders of the Fund's common stock.  The Distribution Policy is or will be consistent with the Fund's policies and procedures and will be described in the Fund's  annual report.

The records of the actions of the Board of each Fund do or will summarize the basis for the Board's approval of a Distribution Policy, including its consideration of the factors described above.  These records will be maintained for a period of at least six years from the date of the applicable meeting, the first two years in an easily accessible place, or for such longer period as may otherwise be required by law.

Fund for the year.  Under the Distribution Policy of a Fund, each Fund would distribute periodically (as frequently as twelve times in any taxable year) to its respective common stockholders a fixed percentage of the market price of the Fund's shares of common stock at a particular point in time or a fixed percentage of NAV at a particular time or a fixed amount per share of common stock, any of which may be adjusted from time to time. It is anticipated that under a Distribution Policy, the minimum annual distribution rate with respect to a Fund's shares of common stock would be independent of the Fund's performance during any particular period but would be expected to correlate with the Fund's performance over time. Except for extraordinary distributions and potential increases or decreases in the final dividend periods in light of the Fund's performance for an entire calendar year and to enable the Fund to comply with the distribution requirements of Subchapter M of the Code for the calendar year, each distribution on the Fund's common stock would be at the stated rate then in effect.  The Board will periodically review the amount of potential distributions in light of the investment experience of the Fund, and may modify or terminate a Distribution Policy at any time.

VI. Justification for the Requested Relief 

Section 6(c) of the Act provides that the Commission may exempt any person, security or transaction from any provision of the Act or of any rule or regulation thereunder, if and to the extent that the exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act.  For the reasons set forth below, Applicants submit that the requested exemption from Section 19(b) of the Act and Rule 19b-1 thereunder would be consistent with the standards set forth in Section 6(c) of the Act and in the best interests of the Funds and their respective stockholders.

A.

Receipt of the Order would serve stockholder interests.

Applicants believe that closed-end fund investors may prefer an investment vehicle that provides regular current income through fixed distribution policies that would be available through a Distribution Policy.  Allowing a Distribution Policy to operate in the manner described in this Application would help fill current investor demand and foster competition in the registered fund market.

An exemption from Rule 19b-1 would benefit stockholders in another way.  Shares of common stock of closed-end funds often trade in the marketplace at a discount to their NAV. Applicants believe that this discount may be reduced if the Funds are permitted to pay relatively frequent dividends on their common stock at a consistent rate, whether or not those dividends contain an element of long-term capital gains.  Any reduction in the discount at which Fund shares of common stock trade in the market would benefit the holders of the Fund's common stock along with the Fund.

B.

The Fund's stockholders would receive information sufficient to clearly inform them of the nature of the distributions they are receiving.

One of the concerns leading to the enactment of Section 19(b) and adoption of Rule 19b-1 was that stockholders might be unable to distinguish between frequent distributions of capital gains and dividends from investment income.⁵ However, Rule 19a-1 under the Act effectively addresses this concern by requiring that distributions (or the confirmation of the reinvestment thereof) estimated to be sourced in part from capital gains or capital be accompanied by a separate statement showing the sources of the distribution (e.g., estimated net income, net short-term capital gains, net long-term capital gains and/or return of capital). The same information will be

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5	See Securities and Exchange Commission 1966 Report to Congress on Investment Company Growth (H.R. Rep. No. 2337, 89th Cong. 2d Sess. 190-95 (1966) (the "Report")); S. Rep. No. 91-184, 91st Cong., 1st Sess. 29 (1969); H.R. Rep. No. 91-1382, 91st Cong., 2d Sess. 29 (1970).

included in each Fund's annual report to stockholders and on its Internal Revenue Service ("IRS") Form 1099-DIV, which will be sent to each common and preferred stockholder who received distributions during a particular year (including stockholders who have sold shares during the year).

In addition, each of the Funds will make the additional disclosures required by the conditions set forth in Part VI below, and each of them will adopt compliance policies and procedures in accordance with Rule 38a-1 under the Act to ensure that all required notices and disclosures are sent to stockholders.

The information required by Section 19(a), Rule 19a-1, the Distribution Policy, the Section 19 Compliance Policies and the conditions listed below will help to ensure that each Fund's stockholders are provided sufficient information to understand that their periodic distributions are not tied to a Fund's net investment income (which for this purpose is the Fund's taxable income other than from capital gains) and realized capital gains to date, and may not represent yield or investment return. Accordingly, subjecting the Funds to Section 19(b) and Rule 19b-1 would afford stockholders no extra protection. In addition, the Funds will undertake to request intermediaries, or their agent(s), to forward 19(a) Notices to their customers and to reimburse them for the costs of forwarding.  Such forwarding may occur in any manner permitted by statute, rule or order or by the staff of the Commission.

C.

Under certain circumstances, Rule 19b-1 gives rise to improper influence on portfolio management decisions, with no offsetting benefit to stockholders.

Rule 19b-1, when applied to a Distribution Policy, actually gives rise to one of the concerns that Rule 19b-1 was intended to avoid: inappropriate influence on portfolio management decisions. Funds that pay long-term capital gains distributions only once per year in accordance with Rule 19b-1 impose no pressure on management to realize capital gains at any time when purely

investment considerations do not dictate doing so.  In the absence of an exemption from Rule 19b-1, the adoption of a periodic distribution plan imposes pressure on management (i) not to realize any net long-term capital gains until the point in the year that the fund can pay all of its remaining distributions in accordance with Rule 19b-1 and (ii) not to realize any long-term capital gains during any particular year in excess of the amount of the aggregate pay-out for the year (since as a practical matter excess gains must be distributed and accordingly would not be available to satisfy pay-out requirements in following years), notwithstanding that purely investment considerations might favor realization of long-term gains at different times or in different amounts.

No purpose is served by the distortion in the normal operation of a periodic distribution plan required in order to comply with Rule 19b-1.  There is no benefit in requiring any fund that adopts a periodic distribution plan either to retain (and pay taxes on) long-term capital gains (with the resulting additional tax return complexities for the fund's stockholders) or to avoid designating its distributions of long-term gains as capital gains dividends for tax purposes (thereby avoiding a Rule 19b-1 problem but providing distributions taxable at ordinary income rates rather than the much lower long-term capital gains rates). The desirability of avoiding these anomalous results creates pressure to limit the realization of long-term capital gains that otherwise would be taken for purely investment considerations.

The Order requested by Applicants would minimize these anomalous effects of Rule 19b-1 by enabling the Funds to realize long-term capital gains as often as investment considerations dictate without fear of violating Rule 19b-1.

D.

Other concerns leading to adoption of Rule 19b-1 are not applicable.

Another concern that led to the enactment of Section 19(b) of the Act and adoption of Rule 19b-1 was that frequent capital gains distributions could facilitate improper fund share sales practices, including, in particular, the practice of urging an investor to purchase shares of a fund on the basis of an upcoming capital gains dividend ("selling the dividend"), where the dividend would result in an immediate corresponding reduction in NAV and would be in effect a taxable return of the investor's capital.  Applicants submit that this concern should not apply to closed-end investment companies, such as the Funds, that do not continuously distribute shares.  Furthermore, if the underlying concern extends to secondary market purchases of shares of closed-end funds that are subject to a large upcoming capital gains dividend, adoption of a periodic distribution plan may help minimize the concern by avoiding, through periodic distributions, any buildup of large end-of-the-year distributions.

Applicants also submit that the "selling the dividend" concern is not applicable to preferred stock, which entitles a holder to no more than a specified periodic dividend and, like a debt security, is initially sold at a price based upon its liquidation preference, credit quality, dividend rate and frequency of payment.  Investors buy preferred stock for the purpose of receiving specific payments at the frequency bargained for, and any application of Rule 19b-1 to preferred stock would be contrary to the expectation of investors.  There is also currently a tax rule that provides that any loss realized by a stockholder upon sale of shares of a regulated investment company that were held for six months or less will be treated as a long-term capital loss, to the extent of any long-term capital gains paid on such shares, to avoid the selling of dividends.

E.

Further limitations of Rule 19b-1.

Subparagraphs (a) and (f) of Rule 19b-1 limit the number of capital gains dividends, as defined in Section 852(b)(3)(C) of the Code, that a fund may make with respect to any one taxable

year to one, plus a supplemental distribution made pursuant to Section 855 of the Code not exceeding 10% of the total amount distributed for the year, plus one additional capital gain dividend made in whole or in part to avoid the excise tax under Section 4982 of the Code.

Applicants assert that by limiting the number of capital gain dividends that a Fund may make with respect to any one year, Rule 19b-1 may prevent the normal and efficient operation of a periodic distribution plan whenever that Fund's realized net long-term capital gains in any year exceed the total of the periodic distributions that may include such capital gains under the rule. Rule 19b-1 thus may force the fixed regular periodic distributions to be funded with returns of capital⁶ (to the extent net investment income and realized short term capital gains are insufficient to fund the distribution), even though realized net long-term capital gains otherwise would be available.  To distribute all of a Fund's long-term capital gains within the limits in Rule 19b-1, a Fund may be required to make total distributions in excess of the annual amount called for by its periodic distribution plan or to retain and pay taxes on the excess amount.  Applicants believe that the application of Rule 19b-1 to a Fund's periodic distribution plan may create pressure to limit the realization of long-term capital gains based on considerations unrelated to investment goals.

Revenue Ruling 89-81⁷ under the Code requires that a fund that seeks to qualify as a regulated investment company under the Code and that has both common stock and preferred stock outstanding designate the types of income, e.g., investment income and capital gains, in the same proportion as the total distributions distributed to each class for the tax year.  To satisfy the proportionate designation requirements of Revenue Ruling 89-81, whenever a fund has realized a long-term capital gain with respect to a given tax year, the fund must designate the required

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6	These would be returns of capital for financial accounting purposes and not for tax accounting purposes.

7	1989-1 C.B. 226.

proportionate share of such capital gain to be included in common and preferred stock dividends. Although Rule 19b-1 allows a fund some flexibility with respect to the frequency of capital gains distributions, a fund might use all of the exceptions available under Rule 19b-1 for a tax year and still need to distribute additional capital gains allocated to the preferred stock to comply with Revenue Ruling 89-81.

The potential abuses addressed by Section 19(b) and Rule 19b-1 do not arise with respect to preferred stock issued by a closed-end fund.  Such distributions generally are either fixed or are determined in periodic auctions or remarketings or are periodically reset by reference to short term interest rates rather than by reference to performance of the issuer, and Revenue Ruling 89-81 determines the proportion of such distributions that are comprised of the long-term capital gains. The Applicants also submit that the "selling the dividend" concern is not applicable to preferred stock, which entitles a holder to no more than a periodic dividend at a fixed rate or the rate determined by the market, and, like a debt security, is priced based upon its liquidation value, dividend rate, credit quality, and frequency of payment.  Investors buy preferred stock for the purpose of receiving payments at the frequency bargained for and do not expect the liquidation value of their shares to change.

The proposed Order will assist the Funds in avoiding these Rule 19b-1 problems.

F.

General

The relief requested is that the Commission permit the Funds to make periodic distributions in respect of their common stock as frequently as twelve times in any one taxable year and in respect of their preferred stock as specified by or determined in accordance with the terms thereof.  Granting this relief would provide the Funds with flexibility in meeting investor interest in receiving more frequent distributions.  Implementation of the relief would actually ameliorate

the concerns that gave rise to Section 19(b) and Rule 19b-1 and help avoid the "selling of dividends" problem, which Section 19(b) and Rule 19b-1 are not effective in preventing.

The potential issues under Rule 19b-1 are not relevant to distributions on preferred stock.  Not only are such distributions fixed or determined by the market rather than by reference to the performance of the issuer but also the long-term capital gain component is mandated by the IRS to be the same proportion as the proportion of long-term gain dividends bears to the total distributions in respect of the common stock and consequently the long-term gain component cannot even be known until the end of the fund's fiscal year.  In these circumstances it would be very difficult for any of the potential abuses reflected in Rule 19b-1's restrictions to occur.

In summary, Rule 19b-1, in the circumstances referred to above, is likely to distort the effective and proper functioning of a Fund's Distribution Policy and gives rise to the very pressures on portfolio management decisions that Rule 19b-1 was intended to avoid. These distortions forced by Rule 19b-1 serve no purpose and are not in the best interests of stockholders.

Applicants agree that, with respect to each Fund seeking to rely on the Order, the Order will be subject to each of the following conditions:

A Fund's chief compliance officer will: (a) report to the Fund's Board, no less frequently than once every three months or at the next regularly scheduled quarterly Board meeting, whether (i) the Fund and its Investment Adviser have complied with the conditions of the Order and (ii) a material compliance matter (as defined in Rule 38a-1(e)(2) under the Act) has occurred with respect to such conditions; and (b) review the adequacy of the policies and procedures adopted by the Board no less frequently than annually.

Such disclosure shall be made in a type size at least as large and as prominent as the estimate of the sources of the current distribution; and

Such disclosure shall be made in a type size at least as large as and as prominent as any other information in the 19(a) Notice and placed on the same page in close proximity to the amount and the sources of the distribution.

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8	The disclosure in this condition 2(a)(ii)(2) will be included only if the current distribution or the fiscal year-to-date cumulative distributions are estimated to include a return of capital.

If a broker, dealer, bank or other person ("financial intermediary") holds common stock issued by a Fund in nominee name, or otherwise, on behalf of a beneficial owner, the Fund: (a) will request that the financial intermediary, or its agent, forward the 19(a) Notice to all beneficial owners of the Fund's stock held through such financial intermediary; (b) will provide, in a timely manner, to the financial intermediary, or its agent, enough copies of the 19(a) Notice assembled in the form and at the place that the financial intermediary, or its agent, reasonably requests to facilitate the financial intermediary's sending of the 19(a) Notice to each beneficial owner of the Fund's stock; and (c) upon the request of any financial intermediary, or its agent, that receives copies of the 19(a) Notice, will pay the financial intermediary, or its agent, the reasonable expenses of sending the 19(a) Notice to such beneficial owners.

If:

then:

A Fund will not make a public offering of the Fund's common stock other than:

The requested Order will expire on the effective date of any amendment to Rule 19b-1 that provides relief permitting certain closed-end investment companies to make periodic distributions of long-term capital gains with respect to their outstanding common stock as frequently as twelve times each year.

VIII. Applicable Precedent 

 The Commission has recently granted substantially the same relief as that sought herein in RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. and RiverNorth Capital Management LLC, Investment Company Act Release Nos. 32635 (May 12, 2017) (notice) and 32673 (June 7, 2017) (order); Brookfield Global Listed Infrastructure Income Fund Inc., et al., Investment Company Act Release Nos. 31802 (September 1, 2015) (notice) and 31855 (September 30, 2015) (order); Ares Dynamic Credit Allocation Fund, Inc., et al., Investment Company Act Release Nos. 31665 (June

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9	If a Fund has been in operation fewer than six months, the measured period will begin immediately following the Fund's first public offering.

10	If the Fund has been in operation fewer than five years, the measured period will begin immediately following the Fund's first public offering.

9, 2015) (notice) and 31708 (July 7, 2015) (order); Dreyfus TMT Opportunities Fund, Investment Company Act Release Nos. 31549 (April 7, 2015) (notice) and 31593 (May 5, 2015) (order); Principal Real Estate Income Fund, et al., Investment Company Act Release Nos. 31290 (Oct. 16, 2014) (notice) and 31334 (Nov. 12, 2014) (order); In the Matter of H&Q Healthcare Investors, et al., Investment Company Act Release Nos. 31197 (Aug. 5, 2014) (notice) and 31224 (Aug. 27, 2014) (order); In the Matter of The New Ireland Fund, Inc., et al., Investment Company Act Release Nos. 31185 (July 23, 2014) (notice) and 31216 (Aug. 19, 2014) (order); In the Matter of Nuveen Real Estate Income Fund, et al., Investment Company Act Release Nos. 30883 (Jan. 16, 2014) (notice) and 30913 (Feb. 11, 2014) (order); In the Matter of Guggenheim Equal Weight Enhanced Equity Income Fund, et al., Investment Company Act Release Nos. 30780 (Nov. 12, 2013) (notice) and 30822 (Dec. 9, 2013) (order); In the Matter of Royce Focus Trust, Inc., et al., Investment Company Act Release Nos. 30447 (Apr. 4, 2013) (notice) and 30499 (Apr. 30, 2013) (order); and In the Matter of The Adams Express Company and Petroleum & Resources Corporation, Investment Company Act Release Nos. 30304 (Dec. 13, 2012) (notice) and 30344 (Jan. 8, 2013) (order).

IX. Procedural Matters 

Pursuant to Rule 0-2(f) under the Act, Applicants state that their address is 2005 Market Street, Philadelphia, Pennsylvania 19103 and that all written communications regarding this Application should be directed to the individuals and addresses indicated on the cover page of this Application.

For the foregoing reasons, Applicants respectfully request that the Commission issue an order under Section 6(c) of the Act exempting the Funds from the provisions of Section 19(b) of the Act and Rule 19b-1 thereunder to permit each Fund to make distributions on its common stock consisting in whole or in part of capital gain dividends as frequently as twelve times in any one taxable year so long as it complies with the conditions of the Order and maintains in effect a Distribution Policy with respect to its common stock as described in this Application. In addition, Applicants request that the Order permit each Fund to make distributions on its preferred stock (if any) that it has issued or may issue in the future consisting in whole or in part of capital gain dividends as frequently as specified by or determined in accordance with the terms thereof.   Applicants submit that the requested exemption is necessary or appropriate in the public interest, consistent with the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act.

[Signature Page Follows]

 

Dated October 20, 2017

EXHIBIT INDEX

A.	Resolutions of the Board of Directors of Delaware Investments Dividend and Income Fund, Inc. and the Board of Trustees of Delaware Enhanced Global Dividend and Income Fund

B.	Verification of Delaware Investments Dividend and Income Fund and Delaware Enhanced Global Dividend and Income Fund

C.	Verification of Delaware Management Company

EXHIBIT A

At a meeting of the Board of Directors of Delaware Investments Dividend and Income Fund, Inc. and the Board of Trustees of Delaware Enhanced Global Dividend and Income Fund held on August 20, 2015, the Boards of DDF and DEX adopted the following resolutions authorizing the execution and filing of this Application.

RESOLVED, that the prior filing of a new application, and of any amendments thereto, by Delaware Investments Dividend and Income Fund, Inc. and Delaware Enhanced Global Dividend and Income Fund (each a "Fund" and collectively, the "Fund") for an exemptive order pursuant to Section 19(b) and Rule 19b-1 to permit the Funds to make up to 12 long-term capital gain distributions annually (the "Managed Distribution Application"), be, and each filing hereby is, ratified, confirmed, and approved; and, it is further

RESOLVED, that the appropriate officers of each Fund are, and each of them hereby is, authorized and directed to prepare or cause to be prepared such amendment or amendments to the Managed Distribution Application as may be necessary, including all attachments and exhibits thereto, and to file or cause such documents to be filed with the U.S. Securities and Exchange Commission; and it is further

RESOLVED, that the appropriate officers of each Fund be, and each of them hereby is, authorized to cause such Fund to take any further actions they deem necessary or appropriate to effectuate the foregoing resolutions.

EXHIBIT B

VERIFICATION

The undersigned, being duly sworn, deposes and says that he has duly executed the attached application, dated October 20, 2017, for and on behalf of Delaware Investments Dividend and Income Fund, Inc. and Delaware Enhanced Global Dividend and Income Fund (collectively, the "Funds"); that he is Vice President and Assistant Secretary of such Funds; and that all action by stockholders, directors and other bodies necessary to authorize deponent to execute and file such instrument has been taken. Deponent further says that he is familiar with such instrument, and the contents thereof, and the facts therein set forth are true to the best of his knowledge, information and belief.

Dated: October 20, 2017

 

EXHIBIT C

VERIFICATION

The undersigned, being duly sworn, deposes and says that he has duly executed the attached application, dated October 20, 2017, for and on behalf of Delaware Management Company ("DMC"), a series of Macquarie Investment Management Business Trust; that he is Vice President and Assistant Secretary of DMC; and that all action by stockholders, directors and other bodies necessary to authorize deponent to execute and file such instrument has been taken. Deponent further says that he is familiar with such instrument, and the contents thereof, and the facts therein set forth are true to the best of his knowledge, information and belief.

Dated: October 20, 2017