UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-7460 Exact name of registrant as specified in charter: Delaware Investments Dividend and Income Fund, Inc. Address of principal executive offices: 2005 Market Street Philadelphia, PA 19103 Name and address of agent for service: David P. O'Connor, Esq. 2005 Market Street Philadelphia, PA 19103 Registrant's telephone number, including area code: (800) 523-1918 Date of fiscal year end: November 30 Date of reporting period: August 31, 2005 ITEM 1. SCHEDULE OF INVESTMENTS. SCHEDULE OF INVESTMENTS (Unaudited) DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. AUGUST 31, 2005 NUMBER OF MARKET SHARES VALUE COMMON STOCK - 80.13% Consumer Discretionary - 4.96% Gap 113,213 $ 2,152,179 +Great Wolf Resorts 74,100 852,150 Limited Brands 98,200 2,158,436 Mattel 127,800 2,304,234 *+XM Satellite Radio Holdings Class A 2,000 70,500 ------------ 7,537,499 ------------ Consumer Staples - 6.34% Archer-Daniels-Midland 110,400 2,485,104 B&G Foods 900 11,655 ConAgra Foods 105,100 2,399,433 Kimberly-Clark 37,600 2,343,232 Safeway 101,200 2,401,476 ------------ 9,640,900 ------------ Energy - 4.94% Chevron 39,500 2,425,300 ConocoPhillips 37,700 2,485,938 Exxon Mobil 40,400 2,419,960 *+Petroleum Geo-Services ADR 5,967 179,607 ------------ 7,510,805 ------------ Financials - 12.37% Allstate 39,300 2,209,053 Aon 94,300 2,821,455 *Chubb 26,700 2,321,832 Hartford Financial Services 30,200 2,206,110 Huntington Bancshares 94,700 2,271,853 Morgan Stanley 45,200 2,299,324 Wachovia 47,300 2,347,026 Washington Mutual 56,300 2,340,954 ------------ 18,817,607 ------------ Health Care - 9.18% Abbott Laboratories 50,800 2,292,604 Baxter International 60,900 2,456,097 Bristol-Myers Squibb 95,500 2,336,885 Merck 77,900 2,199,117 Pfizer 89,700 2,284,659 Wyeth 52,100 2,385,659 ------------ 13,955,021 ------------ Healthcare REITs - 0.25% #Medical Properties Trust 144A 35,000 385,000 ------------ 385,000 ------------ Industrials - 3.22% Boeing 35,400 2,372,508 +Foster Wheeler 8,434 226,871 Union Pacific 33,700 2,300,699 ------------ 4,900,078 ------------ Industrial REITs - 1.68% AMB Property 57,800 2,562,274 ------------ 2,562,274 ------------ Information Technology - 4.88% Hewlett-Packard 97,500 2,706,600 International Business Machines 28,700 2,313,794 +Xerox 179,500 2,407,095 ------------ 7,427,489 ------------ Lodging/Resort REITs - 0.85% Strategic Hotel Capital 70,200 1,294,488 ------------ 1,294,488 ------------ Mall REITs - 5.73% General Growth Properties 113,538 5,119,428 Simon Property Group 47,300 3,598,111 ------------ 8,717,539 ------------ Manufactured Housing REITs - 0.37% *Equity Lifestyle Properties 12,600 569,016 ------------ 569,016 ------------ NUMBER OF MARKET SHARES VALUE Materials - 1.48% Weyerhaeuser 34,600 2,249,692 ------------ 2,249,692 ------------ Mortgage REITs - 9.51% *American Home Mortgage Investment 89,900 2,875,901 *Friedman Billings Ramsey Group Class A 87,195 1,020,182 +JER Investors Trust 110,600 1,997,436 KKR Financial 5,900 138,001 +#KKR Financial 144A 91,300 2,135,507 *MortgageIT Holdings 187,000 3,020,050 +#Peoples Choice 144A 176,700 1,722,825 *Saxon Capital 122,400 1,550,808 ------------ 14,460,710 ------------ Multifamily REITs - 0.62% *Education Realty Trust 50,900 939,105 ------------ 939,105 ------------ Office/Industrial REITs - 1.65% *Duke Realty 76,600 2,507,884 ------------ 2,507,884 ------------ Office REITs - 5.23% Equity Office Properties Trust 81,700 2,720,610 Prentiss Properties Trust 67,172 2,582,092 *Reckson Associates Realty 79,820 2,646,033 ------------ 7,948,735 ------------ Retail Strip Centers REITs - 0.47% *Ramco-Gershenson Properties Trust 24,800 719,696 ------------ 719,696 ------------ Telecommunication Services - 4.80% *Fairpoint Communications 164,400 2,641,908 SBC Communications 97,700 2,352,616 Verizon Communications 70,400 2,302,784 ------------ 7,297,308 ------------ Utilities - 1.60% FPL Group 56,300 2,425,967 ------------ 2,425,967 ------------ TOTAL COMMON STOCK (cost $105,452,045) 121,866,813 ============ CONVERTIBLE PREFERRED STOCK - 5.46% Consumer Products - 1.58% Newell Financial Trust I 5.25% 52,600 2,399,875 ------------ 2,399,875 ------------ Diversified REITs - 0.90% Crescent Real Estate 6.75% 62,600 1,372,192 ------------ 1,372,192 ------------ Environmental Services - 0.50% Allied Waste Industries 6.25% 16,200 762,453 ------------ 762,453 ------------ Financials - 1.62% Chubb 7.00% 15,000 475,200 *Lehman Brothers Holdings 6.25% 16,000 416,000 National Australia Bank Units 7.875% 40,000 1,574,000 ------------ 2,465,200 ------------ Telecommunications - 0.86% Lucent Technologies Capital Trust I 7.75% 1,300 1,303,900 ------------ 1,303,900 ------------ TOTAL CONVERTIBLE PREFERRED STOCK (cost $8,895,050) 8,303,620 ============ PREFERRED STOCK - 5.76% Leisure, Lodging & Entertainment - 1.03% WestCoast Hospitality Capital Trust 9.50% 58,000 1,571,220 ------------ 1,571,220 ------------ Lodging/Resort REITs - 2.64% Equity Inns Series B 8.75% 35,700 958,545 LaSalle Hotel Properties 10.25% 113,200 3,050,740 ------------ 4,009,285 ------------ Office REITs - 1.37% SL Green Realty 7.625% 80,000 2,082,504 ------------ 2,082,504 ------------ Retail Strip Centers REITs - 0.72% Ramco-Gershenson Properties 9.50% 40,000 1,101,000 ------------ 1,101,000 ------------ TOTAL PREFERRED STOCK (cost $8,172,500) 8,764,009 ============ PRINCIPAL AMOUNT COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.29% #Meristar Commercial Mortgage Trust Series 1999-C1 C 144A 8.29% 3/3/16 $ 400,000 435,415 ------------ TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $445,969) 435,415 ------------ CONVERTIBLE BONDS - 4.13% Capital Goods - Manufacturing - 0.20% #Tyco International Group 144A 2.75% 1/15/18 250,000 308,438 ------------ 308,438 ------------ Consumer Cyclical - 2.33% *Dick's Sporting Goods 1.606% 2/18/24 380,000 262,200 Meristar Hospitality 9.50% 4/1/10 1,100,000 1,434,125 #Playboy Enterprises 144A 3.00% 3/15/25 600,000 601,500 #Regal Entertainment Group 144A 3.75% 5/15/08 550,000 712,250 #Saks 144A 2.00% 3/15/24 425,000 524,875 ------------ 3,534,950 ------------ Technology - 0.71% #Mercury Interactive 144A 4.75% 7/1/07 550,000 556,875 #Sybase 144A 1.75% 2/22/25 500,000 527,500 ------------ 1,084,375 ------------ Transportation - 0.11% *#ExpressJet Holdings 144A 4.25% 8/1/23 200,000 167,500 ------------ 167,500 ------------ Utilities - 0.78% #CenterPoint Energy 144A 3.75% 5/15/23 800,000 1,026,000 *++Mirant 2.50% 6/15/21 180,000 162,450 ------------ 1,188,450 ------------ TOTAL CONVERTIBLE BONDS (cost $5,391,456) 6,283,713 ============ CORPORATE BONDS - 31.13% Basic Industry - 4.36% Bowater 9.50% 10/15/12 475,000 524,875 Fort James 7.75% 11/15/23 925,000 1,047,562 *#Huntsman International 144A 7.375% 1/1/15 425,000 431,375 #NewPage 144A 10.00% 5/1/12 250,000 252,500 *Norske Skog 8.625% 6/15/11 400,000 418,000 #Novelis 144A 7.25% 2/15/15 400,000 403,000 #Port Townsend Paper 144A 12.00% 4/15/11 450,000 362,250 Potlatch 12.50% 12/1/09 475,000 586,131 *Rhodia 8.875% 6/1/11 125,000 122,500 10.25% 6/1/10 110,000 119,625 Smurfit Capital Funding 7.50% 11/20/25 500,000 465,000 *++Solutia 6.72% 10/15/37 705,000 606,299 Stone Container 9.75% 2/1/11 565,000 592,544 Tembec Industries 8.625% 6/30/09 540,000 437,400 *Witco 6.875% 2/1/26 250,000 257,500 ------------ 6,626,561 ------------ Brokerage - 0.72% *E Trade Financial 8.00% 6/15/11 555,000 591,075 LaBranche & Company *9.50% 5/15/09 300,000 319,500 11.00% 5/15/12 175,000 194,250 ------------ 1,104,825 ------------ Capital Goods - 2.19% ++Anchor Glass 11.00% 2/15/13 300,000 202,500 *Armor Holdings 8.25% 8/15/13 225,000 245,250 *Graham Packaging 9.875% 10/15/14 220,000 228,800 Interline Brands 11.50% 5/15/11 576,000 642,240 Intertape Polymer 8.50% 8/1/14 375,000 376,431 @Mueller Holdings 14.75% 4/15/14 285,000 209,475 Park-Ohio Industries 8.375% 11/15/14 225,000 211,781 *Pliant 11.125% 9/1/09 490,000 459,375 Radnor Holdings o10.349% 4/15/09 235,000 229,125 11.00% 3/15/10 300,000 198,000 Trimas 9.875% 6/15/12 375,000 322,500 ------------ 3,325,477 ------------ PRINCIPAL AMOUNT Consumer Cyclical - 2.01% Accuride 8.50% 2/1/15 480,000 501,600 *Advanced Accessory Systems 10.75% 6/15/11 190,000 167,200 ++Avado Brands 9.75% 6/1/06 230,000 21,850 *#Carrols 144A 9.00% 1/15/13 185,000 194,250 Dana 5.85% 1/15/15 180,000 160,973 Landry's Restaurant 7.50% 12/15/14 430,000 422,475 *#Metaldyne 144A 11.00% 11/1/13 400,000 370,000 O'Charleys 9.00% 11/1/13 225,000 244,125 #Uno Restaurant 144A 10.00% 2/15/11 275,000 264,000 ++Venture Holdings 12.00% 6/1/09 425,000 638 Visteon *7.00% 3/10/14 75,000 66,750 8.25% 8/1/10 100,000 97,500 Warnaco 8.875% 6/15/13 500,000 550,000 ------------ 3,061,361 ------------ Consumer Non-Cyclical - 2.13% #Commonwealth Brands 144A 10.625% 9/1/08 460,000 487,600 Constellation Brands 8.125% 1/15/12 234,000 250,380 Cott Beverages 8.00% 12/15/11 175,000 185,500 Great Atlantic & Pacific Tea 7.75% 4/15/07 300,000 313,575 #Le-Natures 144A 10.00% 6/15/13 550,000 596,750 *National Beef Packing 10.50% 8/1/11 375,000 393,750 *Pilgrim's Pride 9.625% 9/15/11 320,000 348,000 Pinnacle Foods 8.25% 12/1/13 230,000 223,100 #Warner Chilcott 144A 8.75% 2/1/15 450,000 447,750 ------------ 3,246,405 ------------ Energy - 2.03% *Bluewater Finance 10.25% 2/15/12 280,000 305,200 *El Paso Natural Gas 7.625% 8/1/10 200,000 215,101 *El Paso Production Holding 7.75% 6/1/13 545,000 579,063 #Hilcorp Energy I 144A 10.50% 9/1/10 205,000 228,575 #Inergy Finance 144A 6.875% 12/15/14 250,000 245,000 Petroleum Geo-Services 10.00% 11/5/10 524,909 593,147 oSecunda International 11.599% 9/1/12 260,000 260,000 Tennessee Gas Pipeline 8.375% 6/15/32 350,000 421,257 Whiting Petroleum 7.25% 5/1/13 235,000 237,350 ------------ 3,084,693 ------------ Finance/Investments - 0.24% FINOVA Group 7.50% 11/15/09 609,000 255,780 #FTI Consulting 144A 7.625% 6/15/13 105,000 107,625 ------------ 363,405 ------------ Industrial Machinery - 0.07% *#Nell AF SARL 144A 8.375% 8/15/15 100,000 101,625 ------------ 101,625 ------------ Media - 3.81% ~Adelphia Communications 8.125% 7/15/06 525,000 445,594 *American Media Operation 10.25% 5/1/09 150,000 151,313 Cenveo 9.625% 3/15/12 200,000 215,000 #Charter Communications 144A 5.875% 11/16/09 165,000 134,269 *Charter Communications Holdings 10.75% 10/1/09 900,000 769,499 CSC Holdings 8.125% 7/15/09 250,000 257,500 *10.50% 5/15/16 325,000 353,438 Dex Media West 9.875% 8/15/13 13,000 14,771 Insight Midwest 10.50% 11/1/10 375,000 398,438 *Lodgenet Entertainment 9.50% 6/15/13 275,000 303,188 *Mediacom Capital 9.50% 1/15/13 500,000 511,249 *Nextmedia Operating 10.75% 7/1/11 210,000 228,375 Rogers Cablesystems 11.00% 12/1/15 275,000 294,938 Sheridan Acquisition Group 10.25% 8/15/11 225,000 236,250 *#Sirius Satellite 144A 9.625% 8/1/13 300,000 296,250 Warner Music Group 7.375% 4/15/14 575,000 589,374 XM Satellite Radio 12.00% 6/15/10 315,000 361,856 14.00% 3/15/10 225,000 243,000 ------------ 5,804,302 ------------ Real Estate - 0.83% #America Real Estate 144A 7.125% 2/15/13 405,000 409,050 BF Saul REIT 7.50% 3/1/14 375,000 388,594 Tanger Properties 9.125% 2/15/08 430,000 466,550 ------------ 1,264,194 ------------ PRINCIPAL AMOUNT Services Cyclical - 3.74% *Adesa 7.625% 6/15/12 250,000 255,625 #Ashtead Holdings 144A 8.625% 8/1/15 75,000 78,938 *#CCM Merger Motor 144A 8.00% 8/1/13 275,000 281,875 Corrections Corporation of America 7.50% 5/1/11 225,000 233,719 Foster Wheeler 10.359% 9/15/11 275,000 303,875 @#H-Lines Finance Holding 144A 11.00% 4/1/13 655,000 537,918 Horizon Lines 9.00% 11/1/12 275,000 299,406 Kansas City Southern Railway 9.50% 10/1/08 400,000 437,000 #Knowledge Learning 144A 7.75% 2/1/15 315,000 311,063 #MGM Mirage 144A 6.625% 7/15/15 215,000 218,225 OMI 7.625% 12/1/13 500,000 516,250 Penn National Gaming 8.875% 3/15/10 250,000 265,000 Royal Caribbean Cruises 7.25% 3/15/18 400,000 434,000 Seabulk International 9.50% 8/15/13 250,000 282,500 Stena 9.625% 12/1/12 375,000 413,438 @Town Sports International 11.00% 2/1/14 330,000 228,938 Wheeling Island Gaming 10.125% 12/15/09 555,000 590,380 ------------ 5,688,150 ------------ Services Non-cyclical - 1.68% Aleris International 9.00% 11/15/14 295,000 312,700 Biovail 7.875% 4/1/10 190,000 197,838 Casella Waste Systems 9.75% 2/1/13 220,000 237,600 Geo Subordinate 11.00% 5/15/12 470,000 480,575 NDCHealth 10.50% 12/1/12 475,000 548,625 US Oncology 10.75% 8/15/14 435,000 493,725 Vanguard Health 9.00% 10/1/14 260,000 284,050 ------------ 2,555,113 ------------ Technology & Electronics - 0.37% *Magnachip Semiconductor 8.00% 12/15/14 275,000 259,875 #Sunguard Data 144A 10.25% 8/15/15 285,000 299,250 ------------ 559,125 ------------ Telecommunications - 3.74% Alaska Communications Systems 9.875% 8/15/11 375,000 412,500 American Cellular 10.00% 8/1/11 245,000 262,150 American Tower 7.125% 10/15/12 270,000 284,175 Centennial Cellular Operating 10.125% 6/15/13 315,000 352,800 Cincinnati Bell 7.00% 2/15/15 75,000 73,875 *8.375% 1/15/14 275,000 279,125 *#Digicel Limited 144A 9.25% 9/1/12 275,000 288,750 @Inmarsat Finance 10.375% 11/15/12 275,000 227,563 iPCS 11.50% 5/1/12 200,000 232,000 Iwo Escrow o7.349% 1/15/12 75,000 79,125 @10.75% 1/15/15 75,000 53,063 @PanAmSat 10.375% 11/1/14 600,000 415,500 o#Qwest 144A 6.671% 6/15/13 325,000 342,063 Qwest Service 13.50% 12/15/10 470,000 544,024 *Rural Cellular 9.625% 5/15/08 250,000 252,500 9.875% 2/1/10 275,000 292,875 *#Telcordia Technologies 144A 10.00% 3/15/13 555,000 530,024 *Time Warner Telecom 9.75% 7/15/08 100,000 102,000 *oUS LEC 11.89% 10/1/09 225,000 231,750 US Unwired 10.00% 6/15/12 10,000 11,650 #Valor Telecom Enterprises 144A 7.75% 2/15/15 425,000 419,688 ------------ 5,687,200 ------------ PRINCIPAL AMOUNT Utilities - 3.21% *Avista 9.75% 6/1/08 500,000 561,403 Calpine *7.625% 4/15/06 110,000 102,300 10.50% 5/15/06 155,000 144,925 o#Calpine 144A 9.349% 7/15/07 338,100 280,623 #Dynegy Holdings 144A 10.125% 7/15/13 700,000 785,749 Elwood Energy 8.159% 7/5/26 173,406 194,215 Midwest Generation 8.30% 7/2/09 500,000 527,500 8.75% 5/1/34 425,000 478,125 *++Mirant Americas Generation 7.625% 5/1/06 400,000 474,000 *NRG Energy 8.00% 12/15/13 290,000 313,925 Orion Power Holdings 12.00% 5/1/10 250,000 303,750 PSE&G Energy Holdings 7.75% 4/16/07 250,000 258,125 Reliant Energy 9.50% 7/15/13 125,000 139,688 #Texas Genco 144A 6.875% 12/15/14 300,000 312,750 =++#USGen New England 144A 7.459% 1/2/15 250,000 1,800 ------------ 4,878,878 ------------ TOTAL CORPORATE BONDS (cost $46,711,006) 47,351,314 ============ U.S. TREASURY OBLIGATIONS - 3.63% *^Treasury Bill 3.256% 9/1/05 5,515,000 5,515,000 ------------ TOTAL U.S. TREASURY OBLIGATIONS (cost $5,515,000) 5,515,000 ============ NUMBER OF WARRANT - 0.00% SHARES +#Solutia 144A, exercise price $7.59, expiration date 7/15/09 650 0 ------------ TOTAL WARRANT (cost $55,294) 0 ============ TOTAL MARKET VALUE OF SECURITIES BEFORE SECURITIES LENDING COLLATERAL - 130.53% (cost $180,638,320) 198,519,884 ============ PRINCIPAL AMOUNT SECURITIES LENDING COLLATERAL** - 17.19% Short-Term Investments Abbey National 3.59% 1/13/06 $ 546,122 546,204 Australia New Zealand 3.60% 10/2/06 738,062 737,912 Bank of New York 3.54% 10/28/05 368,980 368,961 3.54% 4/4/06 590,381 590,329 Bank of the West 3.49% 3/2/06 737,930 737,912 Barclays London 3.55% 9/16/05 737,907 737,912 3.81% 11/28/05 368,964 368,956 Bayerische Landesbank 3.66% 8/25/06 737,713 737,912 Bear Stearns 3.60% 1/17/06 147,614 147,632 3.62% 2/28/06 811,703 811,703 Beta Finance 3.58% 4/18/06 737,887 737,856 Calyon 3.69% 11/3/05 546,080 546,055 3.77% 12/30/05 518,977 518,379 CDC Financial Product 3.66% 9/30/05 959,285 959,285 Citigroup Global Markets 3.60% 9/1/05 3,633,403 3,633,403 3.63% 9/7/05 959,285 959,285 Commonwealth Bank Australia 3.61% 10/2/06 737,997 737,912 Credit Swiss First Boston New York 3.49% 12/29/05 154,967 154,968 3.56% 4/18/06 797,025 796,945 Deutsche Bank London 3.55% 9/20/05 812,101 812,095 3.76% 12/27/05 221,448 221,401 Goldman Sachs 3.70% 8/31//06 811,703 811,703 Lehman Holdings 3.64% 12/23/05 738,008 738,354 Marshall & Ilsley Bank 3.44% 12/29/05 738,090 737,934 Merrill Lynch Mortgage Capital 3.66% 9/12/05 959,285 959,285 National City Bank Cleveland 3.56% 1/23/06 841,245 841,250 Nordea Bank Norge ASA 3.55% 10/2/06 737,980 737,912 Pfizer 3.52% 10/2/06 708,400 708,395 Proctor & Gamble 3.34% 10/2/06 737,912 737,912 Royal Bank of Canada 3.78% 11/18/05 737,918 737,912 Royal Bank of Scotland 3.58% 10/2/06 737,949 737,912 Sigma Finance 3.48% 9/30/05 693,582 693,608 3.55% 9/15/05 147,588 147,583 3.58% 3/16/06 221,757 221,783 Washington Mutual Bank 3.49% 9/19/05 737,924 737,912 Wells Fargo 3.56% 10/2/06 737,727 737,912 ------------ TOTAL SECURITIES LENDING COLLATERAL (cost $26,150,384) 26,150,384 ============ TOTAL MARKET VALUE OF SECURITIES - 147.72% 224,670,268> (cost $206,788,704) OBLIGATION TO RETURN SECURITIES LENDING COLLATERAL - (17.19%)** (26,150,384) COMMERCIAL PAPER PAYABLE (PAR $48,000,000) - (31.45%) (47,828,324) RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES (SEE NOTES) - 0.92% 1,393,556 ------------ NET ASSETS APPLICABLE TO 11,588,670 SHARES OUTSTANDING $152,085,116 ============ #Security exempt from registration under Rule 144A of the Securities Act of 1933. See Note 5 in "Notes." ^U.S. Treasury bills are treated on a discount basis; the interest rate shown is the yield at the time of purchase. *Fully or partially on loan. **See Note 4 in "Notes." >Includes $25,856,263 of securities loaned. oVariable rate securities. The interest rate shown is the rate as of August 31, 2005. +Non-income producing security for the period ended August 31, 2005. ++Non-income producing security. Security is currently in default. @Step Coupon Bond. Indicates security that has a zero coupon that remains in effect until a predetermined date at which time the stated interest rate becomes effective. ~Security is currently in default. The issue has missed the maturity date. Bankruptcy proceedings are in the process to determine distribution of assets. The date listed is the estimate of when proceedings will be finalized. =Security is being fair valued in accordance with the Fund's fair valuation policy. See Note 1 in "Notes." At August 31, 2005, one security was fair valued which represented 0.00% of the Fund's net assets. SUMMARY OF ABBREVIATIONS: ADR - American Depositary Receipts REIT - Real Estate Investment Trust -------------------------------------------------------------------------------- NOTES 1. SIGNIFICANT ACCOUNTING POLICIES The following accounting policies are in accordance with U.S. generally accepted accounting principals and are consistently followed by the Delaware Investments Dividend and Income Fund, Inc. (the "Fund"). SECURITY VALUATION - Equity securities, except those traded on the Nasdaq Stock Market, Inc. (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. Securities 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 does not trade, then the mean between the bid and the asked prices will be used. U.S. Government and agency securities are valued at the mean between the bid and asked prices. Long-term debt securities are valued by an independent pricing service and such prices are believed to reflect the fair value of such securities. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Directors. 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 with respect to foreign securities, aftermarket trading or significant events after local market trading (e.g., government actions or pronouncements, trading volume or volatility on markets, exchanges among dealers, or news events). FEDERAL INCOME TAXES - The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. DISTRIBUTIONS - The Fund has a managed distribution policy. Under the policy, the Fund declares and pays monthly distributions and is managed with a goal of generating as much of the distribution as possible from ordinary income (net investment income and short-term capital gains). The balance of the distribution then comes from long-term capital gains and if necessary, a return of capital. The current annualized rate is $0.96 per share. The Fund continues to evaluate its monthly distribution in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future. BORROWINGS - The Fund issues short-term commercial paper at a discount from par. The discount is amortized as interest expense over the life of the commercial paper using the straight-line method (See Note 3). USE OF ESTIMATES - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of 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. OTHER - Expenses common to all funds within the Delaware Investments Family of Funds are allocated amongst the funds on the basis of average net assets. Management fees and some other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date). 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. Discounts and premiums are amortized to interest income over the lives of the respective securities. Premiums and discounts on non-convertible debt securities are amortized to interest income over the lives of the respective securities. Distributions received from investments in Real Estate Investment Trusts are recorded as dividend income on ex-dividend date, subject to reclassification upon notice of the character of such distribution by the issuer. 2. INVESTMENTS At August 31, 2005, the cost of investments for federal income tax purposes has been estimated since the final tax characteristics cannot be determined until fiscal year end. At August 31, 2005, the cost of investments and unrealized appreciation (depreciation) for the Fund was as follows: Cost of investments $206,995,033 ------------ Aggregate unrealized appreciation $ 24,757,905 Aggregate unrealized depreciation (7,082,670) ------------ Net unrealized appreciation $ 17,675,235 ============ For federal income tax purposes, at November 30, 2004, capital loss carryforwards of $15,214,564 may be carried forward and applied against future capital gains. Such capital loss carryforwards expire as follows: $13,424,663 expires in 2010 and $1,789,901 expires in 2011. 3. COMMERCIAL PAPER As of August 31, 2005, $48,000,000 (par value) of commercial paper was outstanding with an amortized cost of $47,828,324. The weighted average discount rate of commercial paper outstanding at August 31, 2005, was 3.72%. The average daily balance of commercial paper outstanding during the period ended August 31, 2005, was $53,187,738 at a weighted discount rate of 2.96%. The maximum amount of commercial paper outstanding at any time during the period was $55,000,000. In conjunction with the issuance of the commercial paper, the Fund entered into a line of credit arrangement with J.P. Morgan Chase for $30,000,000. Interest on borrowings is based on market rates in effect at the time of borrowing. The commitment fee is computed at the rate of 0.15% per annum on the unused balance. During the period ended August 31, 2005 there were no borrowings under this arrangement. 4. SECURITIES LENDING The Fund, along with other funds in the Delaware Investments Family of Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with J.P. Morgan Chase. Initial security loans made pursuant to the Lending Agreement are required to be secured by U.S. government obligations and/or cash collateral not less than 102% of the market value of the securities issued in the United States. With respect to each loan, if the aggregate market value of the collateral held on any business day 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 not less than the applicable collateral requirements. Cash collateral received is invested in fixed income securities, with a weighted average maturity not to exceed 90 days, rated in one of the top two tiers by Standard & Poor's Ratings Group or Moody's Investors Service, Inc. or repurchase agreements collateralized by such securities. However, 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 on the securities loaned and is subject to change 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. The security lending agent and the borrower retain a portion of the earnings from the collateral investments. The Fund records security lending income net of such allocation. At August 31, 2005, the market value of securities on loan was $25,856,263, for which cash collateral was received and invested in accordance with the Lending Agreement. Such investments are presented on the Schedule of Investments under the caption "Securities Lending Collateral." 5. CREDIT AND MARKET RISKS The Fund invests a portion of its assets in high-yield fixed income securities, which carry ratings of BB or lower by Standard & Poor's Ratings Group and/or Ba or lower by Moody's Investors Service, Inc. 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 may invest up to 10% of its total assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of 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. At August 31, 2005, Rule 144A securities represented approximately 12.57% of total assets and no securities has been determined to be illiquid under the Fund's Liquidity Procedures. While maintaining oversight, the Board of Directors has delegated to Delaware Management Company the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund's limitation on investments in illiquid assets. The Fund invests in real estate investment trusts (REITs) and is subject to some of 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. 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. ITEM 2. CONTROLS AND PROCEDURES. The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in providing 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 that occurred during the registrant's last fiscal quarter (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 3. EXHIBITS. File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), exactly as set forth below: CERTIFICATION I, Jude T. Driscoll, certify that: 1. I have reviewed this report on Form N-Q of Delaware Investments Dividend and Income Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Jude T. Driscoll -------------------------------- By: Jude T. Driscoll Title: Chief Executive Officer Date: October 28, 2005 CERTIFICATION I, Michael P. Bishof, certify that: 1. I have reviewed this report on Form N-Q of Delaware Investments Dividend and Income Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Michael P. Bishof -------------------------------- By: Michael P. Bishof Title: Chief Financial Officer Date: October 28, 2005 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. Jude T. Driscoll -------------------------------- By: Jude T. Driscoll Title: Chief Executive Officer Date: October 28, 2005 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. Jude T. Driscoll -------------------------------- By: Jude T. Driscoll Title: Chief Executive Officer Date: October 28, 2005 Michael P. Bishof -------------------------------- By: Michael P. Bishof Title: Chief Financial Officer Date: October 28, 2005