Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
12/1/2022
1. NAME OF REPORTING PERSON
Bulldog Investors, LLP
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
604,014
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
604,014
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
604,014(Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.40%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
939,363
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
939,363
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
939,363 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.40%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
939,363
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
939,363
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
939,363 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.40%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Constitutes Amendment #3 to the schedule 13d filed
August 22, 2022. Except as specifically set forth herein,
the Schedule 13d remaines unmodified
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A. Standstill Agreement
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on 08/05/2022 there were 11,179,969 shares of
common stock outstanding as of 5/31/2022. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLP, a registered investment advisor.
As of December 1, 2022 Bulldog Investors, LLP is deemed to be the beneficial
owner of 604,014 shares of DEX (representing 5.40 of DEX's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the
vote of,and dispose of, these shares.
As of December 1, 2022, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 939,363 shares of DEX (representing 8.40% of DEX's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.
(b)Bulldog Investors,LLP has sole power to dispose of and vote 0 shares.
Bulldog Investors, LLP has shared power to dispose of and vote 604,014
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of DEX's shares) share this power with
Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog
Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose
of and vote an additional 335,349 shares.
c) Since the last filing on 10/12/22 the following shares of DEX were bought.
Date Shares Price
11/17/2022 23,123 7.5299
11/16/2022 10,331 7.6151
11/9/2022 10,760 7.2417
11/8/2022 4,281 7.3277
11/7/2022 1,500 7.0989
11/7/2022 20,583 7.2207
d) Clients of Bulldog Investors, LLP and a closed-end investment company
for which Messrs. Goldstein and Dakos have investment authority are
entitled to receive any dividends or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 12/2/2022
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Bulldog Investors, LLP
By: /s/ Andrew Dakos
Andrew Dakos, Partner
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
STANDSTILL AGREEMENT
This Agreement is entered into as of December 1, 2022 (this "Agreement"
(including the exhibits hereto), by and among Bulldog Investors, LLP, Judy
and Phillip Goldstein 2010 Family Trust, Phillip Goldstein, and their
affiliates (together, "Bulldog"), Delaware Enhanced Dividend and Income
Fund (the "Fund") and Delaware Management Company, a series of Macquarie
Investment Management Business Trust (the "Adviser," together with Bulldog
and the Fund, the "Parties" and individually a "Party").
WHEREAS, the Fund is a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Adviser serves as the Fund's adviser pursuant to an
investment advisory agreement between the Fund and the Adviser; and
WHEREAS, as of the close of business on October 13, 2022, Bulldog may
be deemed to be the beneficial owner (as such term is used in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of, in the aggregate, 868,785 common shares of beneficial interest
of the Fund ("Common Shares").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto hereby
agree as follows:
Section 1. Tender Offer by the Fund
1.1 On the basis of the representations, warranties and agreements set
forth herein and subject to performance by each Party of its respective
covenants and other obligations hereunder and the other conditions set forth
herein:
(a) The Fund shall, as soon as practicable, commence a tender offer
to purchase for cash 30% (the "Maximum Amount") of its outstanding Common
Shares (the "Tender Offer"). The Tender Offer shall include the following
terms: (i) all shareholders shall have the opportunity to tender some or all
of their Common Shares at a price equal to 98% of the Fund's net asset value
per share ("NAV") as determined as of the close of the regular trading
session of the New York Stock Exchange (the "NYSE") on the next trading day
after the expiration date of the Tender Offer or, if the Tender Offer is
extended, on the next trading day after the day to which the Tender Offer is
extended, (ii) the Fund shall purchase Common Shares tendered and not
withdrawn on a prorated basis up to the Maximum Amount if greater than the
Maximum Amount of Common Shares are properly tendered and not properly
withdrawn and (iii) the consideration to be paid by the Fund for Common
Shares purchased under the Tender Offer shall consist solely of cash.
(b) The Tender Offer is conditional upon shareholder approval of
Proposal 1, the proposal to reorganize the Fund into abrdn Global Dynamic
Dividend Fund, by December 12, 2022, in connection with the 2022 Special
Meeting of Shareholders of the Fund (he "Special Meeting").
(c) The Tender Offer shall not provide for preferential treatment
for any shareholders of the Fund.
(d) The Tender Offer shall require odd lot tenders to be subject
to the same proration terms as tenders of 100 shares or more.
(e) Although the Fund has committed to conduct the Tender Offer
under the circumstances set forth above, the Fund will not commence the
Tender Offer or accept tenders of the Fund's Common Shares during any
period when (i)such transactions, if consummated, would, upon advice of
counsel and determined by the Fund and counsel in good faith: (A) result
in the delisting of the Fund's shares from the NYSE or (B) impair the
Fund's status as a regulated investment company under the Internal Revenue
Code of 1986, as amended (which would make the Fund a taxable entity,
causing the Fund's income to be taxed at the fund level in addition to the
taxation of shareholders who receive distributions from the Fund); or (ii)
there is any (A)legal or regulatory action or proceeding instituted
(B) suspension of or limitation on prices for trading securities generally
on the NYSE or other national securities exchange(s), including the Nasdaq
Stock Market and the NYSE MKT LLC or (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. In the event of a delay or a
determination not to conduct the tender pursuant to this Section 1.1(e),
each pursuant to any of clauses (i) or (ii) above, the Fund will provide
prompt written notice to Bulldog of any such determination not to conduct
or any such determination to delay the Tender Offer pursuant to this
Section 1.1(e), in each case, together with a detailed analysis of the
reason for such delay and reasonable support for such determination. In
the event of a delay pursuant to either of clauses (i) or (ii) above, the
Fund will commence the Tender Offer as soon as practicable and not later
than 20 days after the termination of such delaying event.
(f) Other than in connection with regularly scheduled distributions
under a dividend reinvestment policy, the Fund shall not issue any Common
Shares or any securities exchangeable or convertible into Common Shares
prior to the payment of the Tender Offer proceeds.
1.2 Bulldog agrees to: (i) tender all of the Common Shares then owned
by Bulldog, including any Affiliates, as that term is defined in Section
2.1, in the Tender Offer; and (ii) refrain (and cause its clients to
refrain) from purchasing shares of the Fund either before or after the
conclusion of the Tender Offer if the result of such purchase would cause
Bulldog and its clients to collectively own in excess of 10% of the Fund's
outstanding Common Shares during the Effective Period (as defined below).
Section 2. Additional Agreements
2.1 Bulldog agrees to withdraw its October 12, 2022, request for the
books and records of the Fund and the Board (the "Records Request"). No
later than one business day following the date of this Agreement,
Bulldog shall furnish to the Fund a letter (or an email) formally
acknowledging the withdrawal of the Records Request.
2.2 Bulldog covenants and agrees that during the period from the date
of this Agreement through the date that is the earlier of (a) the day
following the Fund's 2026 Annual Meeting of Shareholders; (b) such date
that the Fund determines not to conduct the Tender Offer pursuant to
Section 1.1(e) (which date shall not include a determination not to
conduct the Tender Offer in accordance with the conditions described in
Section 1.1(b) or to delay the Tender Offer pursuant to the last sentence
of Section 1.1(e) and provided that the Board shall provide, within one
(1) business day, written notice to Bulldog of any such determination not
to conduct or to delay the Tender Offer); and (c) the date that is 60
days prior to the last date that a shareholder proposal pursuant to Rule
14a-8 under the Exchange Act or trustee nomination is permitted to be
submitted to the Fund for the Fund's 2026 Annual Meeting of Shareholders
(the "Effective Period"), it will not, and will cause its respective
principals, directors, general partners, members, officers, employees,
agents, affiliates and representatives, and any other persons controlled
by or under common control with Bulldog, not to, directly or indirectly,
alone or in concert with others (including, by directing, requesting or
suggesting that any other person take any of the actions set forth below),
unless specifically permitted in writing in advance by the Fund and the
Adviser, take any of the actions with respect to the Fund as set forth
below:
(a) effect, seek, offer, engage in, propose (whether publicly or
otherwise and whether or not subject to conditions) or cause, participate
in or act to, or assist any other person to effect, seek, engage in,
offer or propose (whether publicly or otherwise) or cause, participate
in or act to (other than as specifically contemplated by this Agreement):
(i) make a request for a shareholder list or other books and records
of the Fund and Board under Delaware law or any other statutory or
regulatory provision (for the avoidance of doubt, any existing request by
Bulldog for a shareholder list or other books and records of the Fund
shall be withdrawn as provided in Section 2.1 of this Agreement);
(ii) institute, solicit, knowingly assist or join any litigation,
arbitration or other proceeding against or involving the Fund or any of
the current or former trustees or officers (ncluding derivative actions)
of the Fund; provided, however, that for the avoidance of doubt the
foregoing shall not prevent Bulldog or its respective Affiliates from
(A) bringing litigation to enforce the provisions of this Agreement,
(B) making counterclaims with respect to any proceeding initiated by, or
on behalf of, the Fund against Bulldog or its respective Affiliates, or
(C) responding to or complying with a validly issued legal process;
(iii) any "solicitation" of "proxies" or become a "participant" in
any such "solicitation" as such terms are defined in Regulation 14A under
the Exchange Act, including any otherwise exempt solicitation pursuant
to clause (iv) of Rule 14a- 1(1)(2) and including any otherwise exempt
solicitation pursuant to Rule 14a-2(b), in each case, with respect to
securities of the Fund (including, without limitation, any solicitation
of consents to act by written consent or call a special meeting of
shareholders);
(iv) knowingly encourage or advise any other person or knowingly
assist or act to assist any person in so encouraging or advising any
person with respect to the giving or withholding of any proxy, consent
or other authority to vote (other than such encouragement or advice that
is consistent with the Fund management's recommendation with respect to
the Fund in connection with such matter or encouragement or advice
solely amongst Bulldog and its Affiliates);
(b) form, join or in any way participate in any "group" (within the
meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1)
thereunder) (other than a group that consists solely of members of
Bulldog and its Affiliates) with respect to the securities of the Fund;
(c) enter into any discussions, negotiations, arrangements or
understandings with any person with respect to any of the foregoing, or
advise, knowingly assist or knowingly encourage others to take any
action with respect to any of the foregoing; or
(d) publicly request (x) that the Fund and the Board or any of their
respective representatives amend or waive any provision of this Section
2.2 (including this sentence) or (y) the Board to specifically invite
Bulldo
g or any of its Affiliates to take any of the actions prohibited
by this Section 2.2.
Nothing in this Section 2.2 shall be deemed to prohibit Bulldog and
its Affiliates from communicating privately with the trustees, officers,
and advisors of the Fund (including the Adviser) so long as such private
communications would not be reasonably determined to trigger public
disclosure obligations for any Party.
2.3 Bulldog covenants and agrees that during the Effective Period,
it will, and will cause its Affiliates and clients to:
(a) appear by proxy or otherwise at any special meeting of
shareholders or annual meeting of shareholders of the Fund concerning
the election of trustees to the Board of the Fund and cause all shares
it beneficially owns as of the record date for such meeting to be
counted as present thereat for purposes of a quorum; and
(b) except for any action that would be in contravention of law or
of this Agreement, vote or cause to be voted at any special meeting of
shareholders of the Fund all of the shares it beneficially owns as of
the record date for such meeting (i) in favor of the approval of
Proposal 1, (ii) withdraw its existing Proposal 2 made in connection with
the Special Meeting and (iii) against any proposal made in opposition to,
or in competition or inconsistent with, the recommendation of the Fund's
Board related to Proposal 1. For the avoidance of doubt, if Bulldog lends
any Common Shares to any third party, Bulldog shall recall any such stock
loan in advance of the record date for any vote of or consent by the
shareholders of the Fund so that Bulldog shall have full voting rights
with respect to all such loaned shares.
2.4 Upon the written request of the Fund, which shall be no more
frequently than once each fiscal year of the Fund, Bulldog will notify
the Fund in writing of the number of Common Shares beneficially owned by
it and its Affiliates.
2.5 Bulldog represents and warrants as follows:
(a) It has the power and authority to execute, deliver and carry
out the terms and provisions of this Agreement and to consummate the
transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed
and delivered by it and is enforceable against Bulldog in accordance with
its terms.
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not contravene
any provision of law applicable to it.
(d) Bulldog beneficially owns, directly or indirectly, and has the
power to vote all the Common Shares as described in the recitals to this
Agreement, and its ownership of Common Shares has at all times complied
with applicable provisions of the 1940 Act.
(e) As of the date hereof, neither Bulldog nor any of its Affiliates
is a party to any derivative securities, including without limitation any
swap or hedging transactions or other derivative agreement, or any
securities lending or short sale arrangements, of any nature with respect
to the Common Shares.
2.6 The Fund and the Adviser each represent and warrant as follows:
(a) It has the power and authority to execute, deliver and carry
out the terms and provisions of this Agreement and to consummate the
transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed
and delivered by it and is enforceable against it in accordance with its
terms.
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not contravene
any provision of law applicable to it.
Section 3. Public Announcement
3.1 No later than one business day following the date of this
Agreement, the Fund shall issue one press release announcing the Tender
Offer pursuant to this Agreement (the "Fund Press Release"), Bulldog may
issue one press release (the "Bulldog Press Release" and, together with
the Fund Press Release, the "Press Releases"), and no party shall make any
public statement inconsistent with the Press Releases during the Effective
Period in connection with the announcement of this Agreement. No party
shall issue additional press releases in connection with this Agreement
or the actions contemplated hereby without the prior written consent of
the other party except as provided below. Nothing in this Agreement shall
prevent (a) any Party from taking any action required by any governmental
or regulatory authority (except to the extent such requirement arose by
discretionary acts by any Party), including without limitation any
statements, filings, notices or announcements made in the context of an
issuer tender offer conducted under Section 13(e)(1) of, or pursuant to
Schedule TO under, the Exchange Act, (b) any Party from making any factual
statement that is required in any compelled testimony or production of
information, either by legal process, by subpoena or as part of a response
to a request for information from any governmental authority with
jurisdiction over such Party or as otherwise legally required and
(c) subject to Section 5.1 of this Agreement, any Party from communicating
privately with their respective investors, prospective investors and
governance boards regarding the terms of this Agreement.
3.2 Bulldog shall promptly prepare and file an amendment to its
applicable Schedule 13D filed with the U.S. Securities and Exchange
Commission ("SEC") for the Fund reporting the entry into this Agreement
(which will not contain any statement inconsistent with the Press Releases
and the Item 4 disclosure set forth therein will be in a form materially
consistent with the draft previously provided to the Fund). Bulldog shall
also file a copy of this Agreement or a summary thereof as an exhibit to
the Schedule 13D amendment.
Section 4. Termination
4.1 Notwithstanding anything herein to the contrary, if the Fund
fails to complete the Tender Offer and distribute the proceeds in cash to
the participating shareholders as set forth herein, this Agreement shall
no longer be binding on Bulldog and its Affiliates and Bulldog and its
Affiliates reserve all rights to seek appropriate relief. Notwithstanding
anything herein to the contrary, if the Fund ceases to exist this Agreement
shall no longer be binding on Bulldog except for its obligations set
forth in Section 2 of this Agreement.
4.2 Otherwise, this Agreement shall remain in full force and effect
until the earlier of:
(a) the end of the Effective Period;
(b) such other date as may be established by mutual written agreement
of the Fund, the Adviser and Bulldog; and
(c) upon ten (10) business days' prior written notice by Bulldog or
one of its Affiliates following any such material breach of this Agreement
by the Fund if such breach has not been cured within such notice period,
provided that Bulldog is not in material breach of this Agreement at the
time such notice is given.
4.3 Section 6 will survive the termination of this Agreement. No
termination pursuant to Section 4.1 relieves any Party from liability for
any breach of this Agreement prior to such termination.
Section 5. No Disparagement
5.1 The Fund, the Adviser and Bulldog shall each refrain from making,
and shall cause their respective affiliates and its and their respective
principals, directors, members, general partners, officers, agents, advisors,
and employees not to make or cause to be made any statement or announcement,
including in any document or report filed with or furnished to the SEC or
through the press, media, analysts or other persons, that constitutes an ad
hominem attack on, or otherwise, whether true or false, disparages, defames,
slanders, impugns or is reasonably likely to damage the reputation of,
(a) in the case of such statements or announcements by Bulldog: the Fund or
any of its affiliates, subsidiaries or advisors (including the Adviser and
any subadvisor of the Fund), or any of its or their respective current or
former officers, trustees or employees (including, without limitation, any
statements or announcements regarding the Fund's strategy, operations,
performance, products or services), and (b) in the case of statements or
announcements by the Fund or the Adviser: Bulldog its Affiliates,
subsidiaries or advisors, or any of its or their respective principals,
directors, members, general partners, officers, or employees or any
person who has served in any such capacity with respect to Bulldog and
Bulldog's advisors.
Section 6. Miscellaneous
6.1 Specific Performance. Each Party hereto hereby acknowledges and
agrees that irreparable harm will occur in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that the Parties will
be entitled to seek specific performance hereunder, including, without
limitation, an injunction or injunctions to prevent and enjoin breaches of
the provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any state or federal court in the State of New York,
in addition to any other remedy to which they may be entitled at law or in
equity. Any requirements for the securing or posting of any bond with
respect to any such remedy are hereby waived. All rights and remedies under
this Agreement are cumulative, not exclusive, and will be in addition to
all rights and remedies available to any Party at law or in equity.
6.2 Jurisdiction; Venue; Waiver of Jury Trial. The Parties hereto
hereby irrevocably and unconditionally consent to and submit to the
jurisdiction of the state or federal courts in the State of New York for
any actions, suits or proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Parties
irrevocably and unconditionally waive any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement,
or the transactions contemplated hereby, in the state or federal courts
in the State of New York, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such
court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum. Each of the Parties
waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) in any
way arising out of or relating to this Agreement.
6.3 Entire Agreement. This Agreement contains the entire
understanding of the Parties with respect to the subject matter
hereof and may be amended only by an agreement in writing executed
by the Parties hereto. This Agreement supersedes all previous
negotiations, representations and discussions by the Parties hereto
concerning the subject matter hereof, and integrates the whole of
all of their agreements and understanding concerning same. No prior
oral representations or undertakings concerning the subject matter
hereof will operate to amend, supersede, or replace any of the terms
or conditions set forth in this Agreement, nor will they be relied
upon.
6.4 Section Headings. Descriptive headings are for convenience
only and will not control or affect the meaning or construction of any
provision of this Agreement.
6.5 Notice. All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal
process in regard hereto will be validly given, made or served, if in
writing and sent by email, with a copy by personal delivery, certified
mail, return receipt requested, or by overnight courier service to:
If to the Fund, to:
Delaware Enhanced Global Dividend and Income Fund
610 Market Street
Philadelphia, PA 19106-2354
Attention: David F. Connor
Senior Vice President, General Counsel, and Secretary
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
with a copy to (which copy shall not constitute notice):
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103-7018
Attention: Bruce G. Leto
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
If to Bulldog, to:
Bulldog Investors, LLP
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
Email:This email address is being protected from spambots. You need JavaScript enabled to view it.
If to Judy and Phillip Goldstein 2010 Family Trust, to:
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
Email:This email address is being protected from spambots. You need JavaScript enabled to view it.
If to Phillip Goldstein, to:
Bulldog Investors, LLP
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
Email:This email address is being protected from spambots. You need JavaScript enabled to view it.
6.6 Severability. Any provision of this Agreement that is
invalid or unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining provisions of this Agreement or affecting the validity
or enforceability of any provisions of this Agreement in any
other jurisdiction. In addition, the Parties agree to use their
reasonable commercial efforts to agree upon and substitute a
valid and enforceable term, provision, covenant or restriction
for any such term, provision, covenant or restriction that is
held invalid, void or unenforceable by a court of competent
jurisdiction.
6.7 Expenses. All attorneys' fees, costs and expenses
incurred in connection with this Agreement and all matters related
hereto will be paid by the party incurring such fees, costs or
expenses except that the Adviser shall pay Bulldog $2,000 as
reimbursement for its expenses incurred in connection with
pursuing Proposal 2.
6.8 Governing Law. This Agreement will be governed by and
construed and enforced in accordance with the laws of the State of
New York, without regard to the conflict of law principles thereof.
6.9 Binding Effect; No Assignment. This Agreement will be
binding upon and inure to the benefit of and be enforceable by the
successors and assigns of the Parties hereto. Nothing in this
Agreement, expressed or implied, is intended to confer on any person
other than the Parties hereto and those categories of persons
specifically enumerated herein, or their respective successors and
assigns any rights, remedies, obligations or liabilities under or by
reason of this Agreement. No Party to this Agreement may, directly
or indirectly, assign its rights or delegate its obligations
hereunder (whether voluntarily, involuntarily, or by operation of
law) without the prior written consent of the other Party. Any
such attempted assignment will be null and void.
6.10 Amendments; Waivers. No provision of this Agreement
may be amended other than by an instrument in writing signed by
the Parties hereto, and no provision hereof may be waived other
than by an instrument in writing signed by the Party against
whom enforcement is sought.
6.11 Receipt of Adequate Information; No Reliance;
Representation by Counsel. Each party acknowledges that it has
received adequate information to enter into this Agreement, that
is has not relied on any promise, representation or warranty,
express or implied not contained in this Agreement and that it
has been represented by counsel in connection with this
Agreement. Accordingly, any rule of law or any legal decision
that would provide any party with a defense to the enforcement
of the terms of this Agreement against such party by reason of
the foregoing shall have no application and is expressly waived.
The provisions of the Agreement shall be interpreted in a
reasonable manner to effect the intent of the parties.
6.12 Counterparts; Electronic Execution. This Agreement
may be executed in counterparts, each of which will be deemed an
original, but all of which together will constitute one and the
same instrument. Delivery of an executed signature page of this
Agreement by email or other electronic means shall be effective
as delivery of a manually executed counterparty hereof.
[Signature Pages Follow]
In Witness Whereof, the Parties hereto have executed this
Agreement as of the date first above written.
Delaware Enhanced Global Dividend and Income Fund
/s/ David F. Connor
Name: David F. Connor
Title: Senior Vice President/General Counsel
Delaware Management Company, a series of Macquarie Investment
Mana
gement Business Trust
/s/ David F. Connor
Name: David F. Connor
Title: Senior Vice President/General Counsel
Bulldog Investors, LLP
/s/ Phillip Goldstein
Name: Phillip Goldstein
Title: Managing Partner
Judy and Phillip Goldstein 2010 Family Trust
/s/ Phillip Goldstein
Name: Phillip Goldstein
Title: Authorized Trader
Phillip Goldstein
/s/ Phillip Goldstein
Name: Phillip Goldstein