Patrick P. Coyne
Chairman, President, and Chief Executive Officer
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PROXY MATERIALS
for
Delaware U.S. Growth Fund, a series of Delaware GroupDELAWARE INVESTMENTS® Adviser FundsFAMILY OF FUNDS
Delaware Smid Cap Growth Fund, a series of Delaware Group Equity Funds IV
Delaware Focus Global Growth Fund, a series of Delaware Group Global andDelaware Group® Adviser Funds Delaware Group®State Tax-Free Income Trust Delaware Group® Cash Reserve Delaware Group®Tax-Free Fund Delaware Group® Equity Funds I Delaware Pooled® Trust Delaware Group®Equity Funds II Delaware Group®Equity Funds IV Voyageur Insured Funds Delaware Group®Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation Funds® Voyageur Mutual Funds Delaware Group®Global & Voyageur Mutual Funds II International Funds Delaware Group®Government Fund Voyageur Mutual Funds III Delaware Group®Income Funds Voyageur Tax Free Funds Delaware Group®Limited-Term Government Funds International Funds
Delaware Select Growth Fund, a series of Voyageur Mutual Funds III
The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth EquityPortfolio and The Select 20 Portfolio, series of Delaware Pooled Trust
Delaware VIP® U.S. Growth Series and Delaware VIP Smid Cap Growth Series,series of Delaware VIP Trust
Delaware Foundation® Growth Allocation Fund, Delaware Foundation®Moderate Allocation Fund, and Delaware Foundation® Conservative AllocationFund, series of Delaware Group Foundation Funds®
Dear Shareholder:
I am writing to let you know that a joint special meeting (the “Meeting”) of shareholders of the Delaware U.S. Growth Fund, Delaware Smid Cap Growth Fund, Delaware Focus Global Growth Fund, Delaware Select Growth Fund, The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio, The Select 20 Portfolio,Investments® funds listed above as well as Delaware VIP U.S. Growth Series, Delaware VIP Smid Cap Growth Series, Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund (each, a “Fund” and together, the “Funds”), series of Delaware Group Adviser Funds, Delaware Group Equity Funds IV, Delaware Group Global and International Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and Delaware Group Foundation Funds® (each, a “Trust” and together,Trust (collectively, the “Trusts”), will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th26th Floor, Philadelphia, Pennsylvania 19103, on May 16, 2014March 31, 2015 at 3:00 p.m., Eastern time. The purpose of the Meeting is to vote on several important proposals that affect the Trusts and each of their separate series (each, a proposal that affects each Fund.“Fund” and collectively, the “Funds”) and your investment in one or more of them. As a shareholder, you have the opportunity to voice your opinion on thesethe matters as applicable.that affect your Fund(s). This package contains information about the proposalproposals and the materials to use when voting by mail, telephone, or through the Internet.
Please read the enclosed materials and cast your vote on the proxy cardcard(s) or by telephone or via the Internet.Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
The proposal hasproposals have been carefully reviewed by the applicable Boards of Trustees of the Trusts. The Trustees,trustees of the Boards (each, a “Trustee” and collectively, the “Trustees”), all but one of whom are not affiliated with Delaware Investments®, are responsible for looking afterprotecting your interests as a shareholder. The Trustees believe the proposal isthese proposals are in the best interests of shareholders.
THE TRUSTEES RECOMMEND THAT YOUVOTEThe Trustees recommend that you vote FOR THE PROPOSAL.each proposal.
The proposalenclosed overview is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed Proxy Statement.
Voting is quick and easy. Everything you need is enclosed.Please refer to your proxy card for voting instructions. To cast your vote, simply complete the proxy cardcard(s) enclosed in this package. Be sure to sign the proxy cardcard(s) before mailing it (them) in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the website indicated on your proxy card,card(s), enter the control number found on the card,card(s), and follow the recorded or online instructions.
If you have any questions before you vote, please call Delaware InvestmentsComputershare Fund Services (“Computershare”), the Funds’ proxy solicitor, at 1-800-523-1918.800 337-3503. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for your participation in this important initiative.
Sincerely,
Sincerely,
Patrick P. Coyne
Chairman, President, and Chief Executive Officer
March 26, 2014February 4, 2015
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2014MARCH 31, 2015
Important notice regarding the availability of proxy materials for the shareholdermeeting to be held on May 16, 2014: the proxy statement is availableat www.delawareinvestments.com/proxy
Delaware U.S. Growth Fund, a series of Delaware Group® Adviser Funds
Delaware Smid Cap Growth Fund, a series of Delaware Group Equity Funds IV
Delaware Focus Global Growth Fund, a series of Delaware Group Global andInternational Funds
Delaware Select Growth Fund, a series of Voyageur Mutual Funds III
The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth EquityPortfolio and The Select 20 Portfolio, series of Delaware Pooled Trust
Delaware VIP® U.S. Growth Series and Delaware VIP Smid Cap Growth Series,series of Delaware VIP Trust
Delaware Foundation® Growth Allocation Fund, Delaware Foundation®Moderate Allocation Fund, and Delaware Foundation® Conservative AllocationFund, series of Delaware Group Foundation Funds®
To the Shareholders of Delaware U.S. Growth Fund, Delaware Smid Cap Growth Fund, Delaware Focus Global Growth Fund, Delaware Select Growth Fund, The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio, The Select 20 Portfolio, Delaware VIP U.S. Growth Series, Delaware VIP Smid Cap Growth Series, Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund (each, a “Fund” and together, the “Funds”), series of Delaware Group Adviser Funds, Delaware Group Equity Funds IV, Delaware Group Global and International Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and of:
| Delaware Group® Adviser Funds | Delaware Group®State Tax-Free | |
| Income Trust | ||
| Delaware Group® Cash Reserve | Delaware Group®Tax-Free Fund | |
| Delaware Group® Equity Funds I | Delaware Pooled® Trust | |
| Delaware Group®Equity Funds II | ||
| Delaware Group®Equity Funds IV | Voyageur Insured Funds | |
| Delaware Group®Equity Funds V | Voyageur Intermediate Tax | |
| Free Funds | ||
| Delaware Group Foundation Funds® | Voyageur Mutual Funds | |
| Delaware Group®Global & | Voyageur Mutual Funds II | |
| International Funds | ||
| Delaware Group®Government Fund | Voyageur Mutual Funds III | |
| Delaware Group®Income Funds | Voyageur Tax Free Funds | |
| Delaware Group®Limited-Term | ||
| Government Funds |
NOTICE IS HEREBY GIVEN that a joint meeting (the “Meeting”) of shareholders of the open-end registered investment companies listed above as well as Delaware VIP® Trust (each, a “Trust” and together,collectively, the “Trusts”):
NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of the Funds will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on May 16, 2014March 31, 2015 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the approval of a sub-advisory agreement for the Funds.following proposals:
| 1 | . | To elect Trustees to the Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees are: | |
| Thomas L. Bennett | Lucinda S. Landreth |
| Ann Borowiec | Frances A. Sevilla-Sacasa |
| Joseph W. Chow | Thomas K. Whitford |
| Patrick P. Coyne | Janet L. Yeomans |
| John A. Fry | J. Richard Zecher |
| 2 | . | To approve the implementation of a new “manager of managers” order for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”). | |
| 3 | . | To revise the fundamental investment restriction relating to lending for each Fund. | |
| 4 | . | To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve® Fund, a series of Delaware Group®Cash Reserve. | |
| 5 | (a). | To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. | |
| (b). | To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. | ||
| (c). | To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. |
Shareholders of record of the FundsTrusts as of the close of business on March 20, 2014January 22, 2015 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy cardcard(s) by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet. Your vote is important.
By order of the Boards of Trustees,
Patrick P. Coyne
Chairman, President, and Chief Executive Officer
February 4, 2015
To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card,card(s), sign, and return it (them) in the enclosed envelope, which requires no postage if mailed fromwithin the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached proxy statement.Proxy Statement.
SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE FUND WILL RECEIVE PROXY CARDS AND/OR PROXY MATERIALS FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.
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March 26, 2014Table of Contents
TABLE OF CONTENTS
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| 2005 Market Street Philadelphia, PA 19103 |
PROXY STATEMENT
for
Delaware U.S. Growth Fund, a series of Delaware GroupDELAWARE INVESTMENTS® Adviser Funds
Delaware Smid Cap Growth Fund, a series of Delaware Group Equity Funds IV
Delaware Focus Global Growth Fund, a series of Delaware Group Global andFAMILY OF FUNDSInternational Funds
Delaware Select Growth Fund, a series of Voyageur Mutual Funds III
The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth EquityJOINT PROXY STATEMENTPortfolio and The Select 20 Portfolio, series of Delaware Pooled Trust
Delaware VIP® U.S. Growth Series and Delaware VIP Smid Cap Growth Series,series of Delaware VIP TrustDATED FEBRUARY 3, 2015
Delaware Foundation® Growth Allocation Fund, Delaware Foundation® ModerateDelaware Group® Adviser Funds Delaware Group®State Tax-Free Income Trust Delaware Group® Cash Reserve Delaware Group®Tax-Free Fund Delaware Group® Equity Funds I Delaware Pooled® Trust Delaware Group®Equity Funds II Delaware Group®Equity Funds IV Voyageur Insured Funds Delaware Group®Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation Funds® Voyageur Mutual Funds Delaware Group®Global & Voyageur Mutual Funds II International Funds Delaware Group®Government Fund Voyageur Mutual Funds III Delaware Group®Income Funds Voyageur Tax Free Funds Delaware Group®Limited-Term Government Funds Allocation Fund, and Delaware Foundation® Conservative Allocation Fund, seriesof Delaware Group Foundation Funds®
Dated March 26, 2014
Important notice regarding the availability of proxy materials for the shareholdermeeting to be held on May 16, 2014: this proxy statement is available atwww.delawareinvestments.com/proxy.
This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a joint special meeting of shareholders (the “Meeting”) of Delaware U.S. Growth Fund, Delaware Smid Cap Growth Fund, Delaware Focus Global Growth Fund, Delaware Select Growth Fund, The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio, The Select 20 Portfolio,the registered open-end management investment companies listed above along with Delaware VIP U.S. Growth Series, Delaware VIP Smid Cap Growth Series, Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund (each, a “Fund” and together, the “Funds”), series of Delaware Group Adviser Funds, Delaware Group Equity Funds IV, Delaware Group Global and International Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and Delaware Group Foundation Funds® Trust (each, a “Trust” and together,collectively, the “Trusts”)., each of which is issuing proxy solicitation materials. Each of the separate funds within a Trust is referred to as a “Fund” and they are collectively referred to as the “Funds.” The Meeting was called by the Boards of Trustees of the Trusts (the(each, a “Board” and collectively, the “Boards” or the “Trustees”)to vote on the approvalfollowing proposals (each, a “Proposal” and collectively, the “Proposals”), each of a sub-advisory agreement for the Funds (the “Proposal”).which is described more fully below:
| Proposal | Who votes on the Proposal? | ||||
1. | To elect a Board of Trustees. | Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively. | |||
2. | To approve the implementation of a new “manager of managers” order. | Shareholders of each Fund, voting separately from shareholders of each other Fund. | |||
3. | To revise the fundamental investment restriction relating to lending. | Shareholders of each Fund, voting separately from shareholders of each other Fund. | |||
| Proposal | Who votes on the Proposal? | ||||
4. | To revise the fundamental concentration restriction to remove the reference to banking instruments. | Shareholders of the Delaware Cash Reserve® Fund, a series of Delaware Group® Cash Reserve. | |||
5. | (a) | To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares. | Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively. | ||
(b) | To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. | ||||
(c) | To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies. | ||||
The principal officeoffices of the Trusts isare located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach the officeoffices of the Trusts by telephone by calling 1-800-523-1918.800 523-1918. Each Trust is a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). A list of the Funds of each Trust is set forth in Appendix A.
The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on May 16, 2014March 31, 2015 at 3:00 p.m., Eastern time. Only Fund shareholders and officers, agents, and employees of the Trusts or their investment adviser or sub-adviser will be admitted to the Meeting. The Boards, on behalf of the Funds,each Fund, are soliciting these proxies. This Proxy Statement is first being sent to shareholders on or about April 4, 2014.February 16, 2015.
This Proxy Statement gives you information about the proposed sub-advisory agreementTrustees, the Proposals, and other matters that you should know before votingvoting. The Board of each Trust has determined that the joint use of this Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the Proposal.shareholders of all of the Funds.
Each Fund’s annual report to shareholders is sent to shareholders of record following the Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its most recent annual report and most recent succeeding semiannual report, if any, to a shareholder upon request. Such requests should be directed to the Fundsa Fund by calling 1-800-523-1918800 523-1918 or by writing to athe Fund at Attention: Shareholder Services, 2005 Market Street, Philadelphia, Pennsylvania 19103-7094.P.O. Box 9876, Providence, RI 02940-8076 by regular mail or 4400 Computer Drive, Westborough, MA 01581-1722 by overnight courier service. Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ website at www.delawareinvestments.com.
PROPOSAL: TO APPROVE A SUB-ADVISORY AGREEMENTdelawareinvestments.com.
Introduction to the Proposal
At the Meeting, shareholders of each Fund will be asked to approve an investment sub-advisory agreement (the “Proposed Sub-Advisory Agreement”) between Delaware Management Company, the Funds’ investment adviser (“DMC”), and Jackson Square Partners, LLC (the “Jackson Square”). Jackson Square will be a joint venture between Delaware Investments Advisers Partner, Inc., an affiliate of DMC (“DIAP” and with DMC, “Delaware Investments”), and California Street Partners, LLC, a California limited liability company. Jackson Square will be comprised of the portfolio managers currently responsible for managing allTwo or part of each Fund (the “Focus Growth Team”). In connection with the transition of the Focus Growth Team into Jackson Square, the Focus Growth Team will become owners and officers of Jackson Square, and will continue to provide portfolio management services to the Funds pursuant to the Proposed Sub-Advisory Agreement (the “Transaction”). Accordingly, the Funds’ Boards are seeking your approval of the Proposed Sub-Advisory Agreement.
The Boards are proposing the approval of the Proposed Sub-Advisory Agreement in order to continue to capitalize on the skill and expertise of the Focus Growth Team. For the Funds (other than Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund), it is proposed that the same members of the Focus Growth Team who have managed the Funds’ portfolios will continue to manage the entirety of the Funds’ portfolios in their new roles as portfolio managers at Jackson Square. It is also proposed that the Focus Growth Team will continue to manage the same sleeves of the portfolios as they had previously managed for Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund in their new roles as portfolio managers of Jackson Square. The Focus Growth Team has managed all or part of each Fund since 2005, except in the case of the Delaware Smid Cap Growth Fund, which the Focus Growth Team has been managing since 2010.
The Proposed Sub-Advisory Agreement will not become effective with respect to each Fund unless it is approved by the shareholders of that Fund. In the event that themore shareholders of a Fund do not approve the Proposed Sub-Advisory Agreement, the applicable Fund’s Board will take such action that it deems to be in the best interests ofwho share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary. Each Fund will promptly send a separate copy of such documents to any shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and its shareholders, including having the Fund be fully managed by DMC under the current investment advisory agreement.phone number set forth above.
Important information to help you understand the Proposals.
Below is a general descriptionbrief overview of the key termsProposals to be voted upon. The Proposals are described in greater detail in the enclosed proxy statement. Your vote is important, no matter how large or small your holdings may be.
What Proposals am I being asked to vote on?
You are being asked to vote on the following Proposals:
| 1. | To elect a Board of Trustees. | ||
| 2. | To approve the implementation of a new “manager of managers” order. | ||
| 3. | To revise the fundamental investment restriction relating to lending. | ||
| 4. | To revise the fundamental concentration restriction to remove the reference to banking instruments (for Delaware Cash Reserve® Fund shareholders only). | ||
| 5. | (a) | To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares. | |
| (b) | To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. | ||
| (c) | To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies. |
Has the Board approved the Proposals?
Yes. The Board of Trustees of each Trust has approved the Proposals, and recommends that you vote to approve those that apply to your Fund.
Proposal 1: To elect a Board of Trustees.
What is the role of the Proposed Sub-Advisory Agreement, see “The Proposed Sub-Advisory Agreement” below. A formBoard of Proposed Sub-Advisory AgreementTrustees?
Each Trust is included in Appendix A. Shareholder approvalgoverned by a Board of Trustees, which has oversight responsibility for the management of the Proposal will not changeTrust’s business affairs. Trustees establish procedures and oversee and review the fees chargedperformance of the investment advisor, the distributor, and others who perform services for the Trust. Each of the Boards is comprised of the same Trustees.
Who are the Trustee Nominees and how were they selected?
Shareholders are being asked to Fund shareholders. Shareholders will continue to pay management fees to DMC and DMC, in turn, will compensate Jackson Square for its serviceselect ten Trustees (the “Trustee Nominees”) to the Funds outBoard of each Trust. Nine of the fees paid to DMC.ten Trustee Nominees standing for election are presently members of the Boards. Each Board of Trustees’ Nominating and Corporate Governance Committee considered the qualifications of prospective Board members and recommended that the Trustee Nominees be elected. Each Board of Trustees has nominated and selected the Trustee Nominees and recommends that the Trustee Nominees be elected.
The Current Sub-Advisory AgreementProposal 2: To approve the implementation of a new “manager of managers” order.
On behalf of each of the Funds, DMC engaged Delaware Investments Advisory Services (“DIAS”), an affiliate of DMC, to serve as the Funds’ sub-adviser pursuantWhat is Proposal 2?
Proposal 2 relates to a sub-advisory agreement (the “Current Sub-Advisory Agreement”) between DMC and DIAS. Subject to the supervisiontype of DMC and the Funds’ Boards, DIAS will direct the investment of all or part of the Funds’ assets. The terms of the Current Sub-Advisory Agreement are substantially similar to the Proposed Sub-Advisory agreement.
DIAS was formed and filed its investment adviser registration withexemptive relief granted by the U.S. Securities and Exchange Commission (“SEC”), known as a “manager of managers” order, that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement.
The Funds, except for The International Equity Portfolio of the Delaware Pooled® Trust, have been previously granted a manager of managers order that allows them to hire unaffiliated sub-advisors and to make material amendments to the related sub-advisory contracts. It is proposed that the Funds seek new manager of managers relief that would give them authority to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts.
For shareholders of The International Equity Portfolio of the Delaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the new manager of managers order related to both affiliated and unaffiliated sub-advisors as described above, as well as to the manager of managers order related only to unaffiliated sub-advisors that the rest of the Funds have already adopted.
Why should shareholders approve this Proposal?
Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required in order to hire a new sub-advisor that is affiliated (and unaffiliated for The International Equity Portfolio) with the Funds’ investment advisor or to change certain material terms of a related sub-advisory agreement. If the Funds were granted the new manager of managers order that included affiliated (and unaffiliated for The International Equity Portfolio) sub-advisors, it would permit the Funds’ investment advisor to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Boards believe would benefit the Funds and their shareholders.
Proposal 3: To revise the fundamental investment restriction relating to lending.
What is Proposal 3?
The Trusts each have a fundamental investment restriction related to making loans which is more limited in scope than what is required by federal securities laws. As a result, the restrictions prohibit certain lending activities that would be otherwise permissible for the Funds, including interfund borrowing and lending. Proposal 3 provides for the revision of the restriction related to loans to expand the scope of lending activities in which the Funds could engage.
Why should shareholders approve this Proposal?
Changing the fundamental investment restriction related to loans would enable the Funds to accommodate industry and market developments and provide them with additional liquidity resources.
Proposal 4: To revise the fundamental concentration restriction to remove the reference to banking instruments.
What is Proposal 4?
Proposal 4 is only for shareholders of Delaware Cash Reserve® Fund. Delaware Cash Reserve Fund’s fundamental investment restriction related to the concentration of investments within various industries is more limited in scope than what is required by federal securities laws. Proposal 4 provides for the revision of the Delaware Cash Reserve Fund’s concentration restriction to permit the Fund to invest more than 25% of its assets in banking securities.
Why should shareholders approve this Proposal?
The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration would allow the Fund’s portfolio manager to deploy capital to appropriate investments under varying market conditions while continuing to ensure that the Fund maintains the investment mix and risk profile required under the federal securities laws. Shareholders are expected to benefit from the Fund’s concentration policy being more closely aligned with applicable requirements.
Proposal 5(a): To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares.
What is Proposal 5(a)?
Proposal 5(a) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add detailed procedures for the transfer of shares. The proposed language would provide express protection to the Funds and the Board for relying on the books of a Trust with respect to the identity of the shareholders of record.
Why should shareholders approve this Proposal?
The proposed amendments would add transparency to the process of transferring ownership of shares. Clarifying the share transfer provisions in each Trust’s Agreement and Declaration of Trust benefits both the Funds and shareholders, as it provides greater certainty with respect to ownership.
Proposal 5(b): To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.
What is Proposal 5(b)?
Proposal 5(b) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add a provision requiring that shareholders provide certain information upon the request of the Board. The proposed amendment would require shareholders of record to disclose direct and indirect share ownership information to a Fund upon Board demand, in the event that the Fund needed such information to comply with tax requirements.
Why should shareholders approve this Proposal?
Having the ability to obtain shareholder ownership information will allow the Funds to more effectively and efficiently comply with current and future tax regulations.
Proposal 5(c): To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies.
What is Proposal 5(c)?
Proposal 5(c) provides for the amendment of each Trust’s By-Laws to change a provision related to proxy matters. Each Trust’s Agreement and Declaration of Trust currently provides that the revocability of a proxy is governed by the Delaware
General Corporation Law. The proposed amendment to the By-Laws expands the application of Delaware General Corporation Law to all matters relating to proxies, thereby providing the Funds with a defined body of law to govern matters relating to proxies.
Why should shareholders approve this Proposal?
The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies.
Who may vote and how many votes am I entitled to cast?
Only shareholders of record of the Funds on the record date will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement. The record date is the close of business on January 22, 2015. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.
How do I vote my shares?
You may vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope. You may also vote by telephone by calling 800 337-3503 or via the Internet at proxydirect.com. In addition, you may attend the Meeting and vote in person.
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
In Proposal 1, shareholders are being asked to elect ten trustees (the “SEC”“Trustee Nominees”) in March 2014. Afterto the SEC declares DIAS’ registration effective,Board of each Trust.
Each Trust is governed by a Board, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment advisor, the distributor, and others who perform services for the Trust. Each Board is comprised of the same trustees, and all of the Trusts are served by the same officers.
The trustees of the Boards (each, a “Trustee” and collectively, the “Trustees”) are responsible for supervising the management of the Trusts and serving the needs and best interests of Fund shareholders. Nine of the Trustee Nominees standing for election are presently members of the Focus Growth TeamBoards: Thomas L. Bennett, Joseph W. Chow, Patrick P. Coyne, John A. Fry, Lucinda S. Landreth, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Janet L. Yeomans, and J. Richard Zecher. Ann Borowiec has not previously served as a Trustee for the Trusts. Prior to her recent retirement, Ms. Borowiec served as Chief Executive Officer of Private Wealth Management at J.P. Morgan Chase & Company.
Each Board is comprised of the same Board members. Nine of the ten Trustee Nominees are not “interested persons” of the Trusts, as that term is defined in the 1940 Act (together, the “Independent Trustees”). Only Mr. Coyne is deemed to be an “Interested Trustee” of the Trusts, because he is an executive officer of the Funds’ investment advisor, Delaware Management Company (“DMC” or the “Manager”). Appendix B contains a description of the background of the Trustee Nominees and related information.
The Trustees believe that having a common Board for all Funds in the complex is efficient and enhances the ability of the Boards to address their responsibilities to each Fund in the complex. The Trustees believe that the common board structure allows the Trustees to leverage their individual expertise and that their judgment is enhanced by being Trustees of all of the Funds in the complex. Mr. Coyne, who is the sole interested Trustee, serves as the Chairman of the Board. The Board believes that having a representative of Fund management as its Chairman is beneficial to the complex. Mr. Coyne is President of the Manager and its other service provider affiliates and oversees the day-to-day investment and business affairs affecting the Manager and the complex. Accordingly, his participation in the Boards’ deliberations helps assure that the Boards’ decisions are informed. Mr. Coyne’s presence on the Boards ensures that the Boards’ decisions are accurately communicated to, and implemented
by, Fund management. In addition, the Independent Trustees designate one of their members to serve as the lead Independent Trustee (the “Coordinating Trustee”). Currently, Mr. Bennett serves as the Coordinating Trustee. The Coordinating Trustee, in consultation with Fund management, legal counsel, and the other Trustees, proposes Board agenda topics, actively participates in developing Board meeting agendas, and ensures that appropriate and timely information is provided to the Boards in connection with Board meetings. The Coordinating Trustee also conducts meetings of the Independent Trustees. Finally, the Coordinating Trustee generally serves as a liaison among outside Trustees, the Chairman, Fund officers, and legal counsel, and is an ex officio member of the Nominating and Corporate Governance Committee. The Boards also have adopted a diversity policy.
If elected, each Trustee Nominee will hold office for an indefinite term until he or she dies, resigns, is declared bankrupt or incompetent by a court or appropriate jurisdiction, or is removed, or, if sooner than any such events, until his or her successor is elected and qualified: The Trustee Nominees are available to serve and have consented to serve if elected. If a Trustee Nominee should become officersunavailable to serve before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated by the Board’s Nominating and Corporate Governance Committee as Trustees.
How are nominees for Trustee selected?
Each Board’s Nominating and Corporate Governance Committee recommends nominations for Board members and considers the qualifications of DIAS. DIASprospective Board members. The committee also monitors the performance of counsel for the Independent Trustees. The committee will consider shareholder recommendations for Trustee nominations only in the event that there is a wholly owned subsidiary ofvacancy on a Board. Shareholders who wish to submit recommendations for nominations to fill a vacancy on a Board must submit their recommendations in writing to the Nominating and Corporate Governance Committee, c/o Delaware Investments Fund Advisers (“DIFA”). DIFA and DMC are both series of Delaware Management Business Trust, a Delaware statutory trust (“DMBT”). DMBT is a direct wholly owned subsidiary of Delaware Management Holdings, Inc. (“DMHI”), which, in turn, is an indirect, wholly owned subsidiary, and subject to the ultimate control, of Macquarie Group Ltd. (“Macquarie”). DMC, DMBT, DIAP, DIAS, DIFA, and DMHI are locatedFunds at 2005 Market Street, Philadelphia, Pennsylvania 19103. Macquarie is located at No. 1 Martin Place, Sydney, New South Wales 2000, Australia. Macquarie19103-7094. Shareholders should include appropriate information on the background and qualifications of any candidate recommended (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to a Board will be kept on file for consideration when there is a global providervacancy on the Board. The committee consists of banking, financial, advisory,John A. Fry, Chairperson; Thomas L. Bennett, Coordinating Director/Trustee (ex officio); Janet L. Yeomans; Thomas K. Whitford; and Frances A. Sevilla-Sacasa, all of whom are Independent Trustees. Each Board’s Nominating and Corporate Governance Committee held six meetings during the 12-month period ended December 31, 2014. Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, a copy of which is attached as Appendix C to this Proxy Statement.
The Nominating and Corporate Governance Committee met on October 21, 2014 and November 19, 2014 to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and their independence from the Funds’ investment advisor and funds management services.its affiliates and other Fund service providers, as well as such other information as the committee deemed relevant to its considerations. The Nominating and Corporate Governance Committee recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on December 23, 2014, the Independent Trustees and the full Board selected and nominated the Trustee Nominees for election by the shareholders of each Trust.
How often do the Boards meet and how are the Trustees compensated?
The Boards held six meetings during the 12-month period ended December 31, 2014. The Trusts do not hold annual meetings at which Trustees are elected.
No Independent Trustee owns, beneficially or of record, securities issued by any investment advisor or principal underwriter of any of the Funds, or a person directly or indirectly controlling, controlled by, or under common control with any of the foregoing. The table in Appendix D shows the dollar range of shares of each Fund and the aggregate dollar range of shares of the Delaware Investments® Family of Funds that were beneficially owned by the Trustee Nominees as of October 31, 2014.
Each Independent Trustee is compensated by the Trusts. Mr. Coyne, the sole Trustee who is not an Independent Trustee, is not compensated by the Trusts for serving as Trustee. Trust officers are not compensated by the Trust. The table in Appendix E shows the compensation that each Independent Trustee received from each Trust during the 12-month period ended December 31, 2014 and the aggregate compensation that each Independent Trustee received from the Delaware Investments® Family of Funds during that period.
TransitionWho are the principal officers of the Focus Growth Team from DIAS to Jackson SquareTrusts?
FollowingOfficers of each Trust are appointed by the closingTrust’s Board and serve at the pleasure of the Transaction, whichBoard. Appendix F identifies the principal officers of the Trusts, and provides certain background and related information.
What are the standing committees of the Boards?
Each Trust’s Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Independent Trustees Committee, and the Investments Committee.
Audit Committee. This committee monitors accounting and financial reporting policies and practices and internal controls for a Trust. The Audit Committee also oversees the quality and objectivity of a Trust’s financial statements and the independent audit thereof, and acts as a liaison between the Trusts’ independent registered public accounting firm and the full Boards. Each Audit Committee consists of the following Independent Trustees: Joseph W. Chow, Chairperson; Lucinda S. Landreth; Janet L. Yeomans; and Frances A. Sevilla-Sacasa. Each Audit Committee held six meetings during the 12-month period ended December 31, 2014.
Nominating and Corporate Governance Committee. Information on the Nominating and Corporate Governance Committee is expectedprovided above under “How are nominees for Trustee selected?”
Independent Trustees Committee. This committee develops and recommends to occur on or about April 30, 2014, the Focus Growth Team will move from DIAS to Jackson Square. At that time, Jackson Square will becomeBoards a set of corporate governance principles and oversees the sub-adviserevaluation of the Boards, the committees, and Board activities. The committee is comprised of all of the Independent Trustees. Each Independent Trustees Committee held four meetings during the 12-month period ended December 31, 2014.
Investments Committee. The primary purpose of the Investments Committee is to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds pursuantby their investment advisor as well as any sub-advisors; (ii) review all proposed advisory and sub-advisory agreements for new Funds or proposed amendments to an interim sub-advisory agreement (as discussed below). Shareholderexisting agreements, and to recommend actions the full Boards and the Independent Trustees should take regarding the approval of all
such proposed agreements; and (iii) review from time to time reports supplied by the interim sub-advisory agreement is not required but in order for Jackson SquareFunds’ investment advisor regarding investment performance and expenses, and suggest changes to such reports. Each Investments Committee consists of the following Independent Trustees: J. Richard Zecher, Chairperson; Janet L. Yeomans; Joseph W. Chow; Lucinda S. Landreth; and Thomas K. Whitford. Each Investments Committee held five meetings during the 12-month period ended December 31, 2014.
Who are the Trusts’ independent auditors?
Selection of Auditors. For each Trust, the Audit Committee and the Board have selected the firm of PricewaterhouseCoopers LLP (“PwC”) to serve as the Funds’ sub-adviserindependent registered public accounting firm. Representatives of PwC are not expected to be present at the Meeting, but will be available telephonically if necessary.
Audit Fees. Appendix G shows the aggregate fees billed for more than 150 days, shareholders must approve a final sub-advisory agreement between DMCeach Trust for each of the last two fiscal years for professional services rendered by PwC for the audit of the Trust’s annual financial statements and Jackson Square. The termsfor review of the financial statements included in the Trust’s annual reports or for services that agreementnormally are discussedprovided by PwC in detail below. Jackson Square is a California limited liability company located at 101 California Street, San Francisco, CA 94111.connection with statutory and regulatory filings or engagements for those fiscal years.
Jackson Square will provide investment managementTable of Contents
Audit-Related Fees. No Trust was billed during its last two fiscal years for assurance and related services rendered by PwC that were reasonably related to the audit or review of the Trust’s financial statements but where such services were not reported under “Audit Fees” above. Appendix G shows for the last two fiscal years of each Trust the aggregate audit-related fees billed by PwC for providing such services to mutual funds, high net worth individuals,the Funds’ investment advisor or other service providers that are under common control with the Funds’ investment advisor.
Tax Fees. Appendix G also shows the aggregate fees billed for each Trust in each of the last two fiscal years for professional services rendered by PwC to the Trust for tax compliance, tax advice, and institutional investors. More information about Jackson Square’s memberstax planning. These tax-related services consisted of the review of income tax returns and officersannual excise distribution calculations and, for certain of the Trusts, tax compliance services with respect to investments in foreign securities. PwC did not during any Trust’s last two fiscal years provide any such services to the Funds’ investment advisor or other service providers under common control with the Funds’ investment advisor.
Aggregate Non-Audit Fees. Appendix G also shows, for each Trust’s last two fiscal years, the aggregate non-audit fees billed by PwC for services rendered to the Trust, its investment advisor, and any entity controlling, controlled by, or under common control with its investment advisor that provides ongoing services to the Trust.
For each Trust, the Audit Committee has considered whether the provision of non-audit services that were rendered to the Trust’s investment advisor, and any entity controlling, controlled by, or under common control with the Trust’s investment advisor that provides ongoing services to the Trust, is containedcompatible with maintaining the independence of PwC. The Audit Committee has determined that PwC’s provision of these services is compatible with maintaining PwC’s independence.
All Other Fees. There were no additional fees paid by any Trust or by the Funds’ investment advisor or other service providers under common control with the Funds’ investment advisor during such Trust’s last two fiscal years for products and services provided by PwC, other than the services reported above except for audit fees paid by DMC, Delaware Service Company (“DSC”), and Delaware Distributors, L.P. of $357,000 and $391,000 for the years ended March 31, 2013 and March 31, 2014, respectively. In addition, PWC provided a compensation study at the request of the Boards of Trustees for a total cost of $55,000.
Pre-Approval Policies and Procedures. The Audit Committee has adopted Pre-Approval Policies and Procedures for each Trust, which are set forth in Appendix B.H to this Proxy Statement. All of the fees disclosed above and in Appendix G were pre-approved pursuant to the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve any of the services described above pursuant to thede minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.
The Interim Sub-Advisory AgreementWhat is a quorum and what is the required vote to elect Trustees?
WhenA “Quorum” is the Transaction closesminimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Provided that Quorum requirements for a Trust have been satisfied, each Trustee Nominee will be elected to the Board of that Trust by the affirmative vote of a plurality of votes cast collectively by shareholders of all of the Funds of such Trust. This means that the ten individuals receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
TRUSTEE NOMINEES UNDER PROPOSAL 1.
PROPOSAL 2: NEW MANAGER OF MANAGERS RELIEF
Proposal 2 relates to a type of exemptive relief granted by the U.S. Securities and Exchange Commission (“SEC”), known as a “manager of managers” order, that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement. Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required to hire a new sub-advisor or to change certain material terms of a sub-advisory agreement.
The exemptive relief provided by a manager of managers order enables funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements. In addition, should a fund have a poorly performing sub-advisor or one whose management team has left or is going through a change of control, the investment advisor and board of trustees would have the ability to replace the sub-advisor quickly under the terms of the manager of managers order, helping to mitigate any detrimental impact to the fund.
Under the terms of manager of managers orders, the investment advisor may hire a sub-advisor subject to board approval, without a shareholder vote. However, shareholders, by means of an information statement, are fully informed of any sub-advisor changes and can make an informed decision about the merits of such sub-advisor when determining whether to continue investing in a fund.
In 2005, Delaware Investments® Funds conducted a complex-wide shareholder meeting at which shareholders for the Funds, with the exception of The International Equity Portfolio of the Delaware Pooled® Trust, approved the use of a manager of managers order and the related multi-manager structure. This multi-manager structure approval related to the hiring of both unaffiliated and affiliated sub-advisors. Shareholders of The International Equity Portfolio of the Delaware Pooled Trust did not approve the use of the manager of managers order in connection with the 2005 proxy solicitation.
In 2006, the SEC granted the Funds a manager of managers order (the “Current MOM Order”) that permits the Funds’ investment advisor, Delaware Management Company (“DMC” or the “Manager”), with the approval of the Board, to appoint and replace unaffiliated sub-advisors for the Funds, enter into sub-advisory agreements
with such entities, and materially amend and terminate such sub-advisory agreements on or about April 30, 2014,behalf of the Funds. The Current MOM Order does not apply to sub-advisors that are affiliated with DMC. The Funds formed since the 2005 complex-wide shareholder meeting are covered by the Current Sub-Advisory Agreement will terminate because it will be assignedMOM Order granted in 2006.
Proposal 2 relates to Jackson Square, although DMC will continuethe filing of an exemptive application that would give the Funds authority under a new manager of managers order (the “New MOM Order”) to servehire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts.
In recent years, the SEC has granted other fund complexes manager of managers orders which allow an advisor to appoint and replace both unaffiliated sub-advisors and wholly owned subsidiaries of the advisor or its parent company without seeking shareholder approval. The conditions of these recent exemptive orders are materially the same as the Funds’ Current MOM Order.
Macquarie Group Limited’s acquisition of Delaware Investments in 2010 expanded the number of DMC affiliates that are investment adviser. Because the Current Sub-Advisory Agreement will terminate priormanagers which may be able to provide services to the Meeting,Funds. The ability to hire these affiliated sub-advisors without the need for shareholder approval would benefit the Funds by providing them with efficient and timely access to world-class asset managers from within the broader Macquarie organization. In the future, there may be other opportunities for a Fund to hire a sub-advisor that is an indirect or direct wholly owned affiliate of DMC.
If the Funds were granted the New MOM Order that included any affiliated sub-advisors, it would permit DMC to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Board has approved an interim sub-advisory agreement between DMCbelieves would benefit the Funds and Jackson Square (the “Interim Agreement”) in ordertheir shareholders.
Effect of Proposal 2 with respect to ensure continuityDelaware Pooled® Trust’s International Equity Portfolio only
For shareholders of portfolio management services. As a result, the Interim Agreement will become effective at the timeThe International Equity Portfolio of the closingDelaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the Transaction. The Interim Agreement will remain in effect for 150 days or until Fund shareholders approve the Proposed Sub-Advisory Agreement. The Interim Agreement is substantially similarNew MOM Order related to both affiliated and unaffiliated sub-advisors, as well as to the Current Sub-Advisory Agreement except for the provisions (i) governing the length of, and the abilityMOM Order related to terminate, the Interim Agreement; and (ii) requiring that the fees earned under the Interim Agreement must be held in an interest-bearing escrow pending shareholder approval of the Proposed Sub-Advisory Agreement. With respect to the escrow provisions, the amount placed in an escrow account during the term of the Interim Agreement will be paid to Jackson Square if Fund shareholders approve the Proposed Sub-Advisory Agreement. If the Funds’ shareholders do not approve the Proposed Sub-Advisory Agreement, Jackson Square will be paid out of the escrow account the lesser of its costs in performing under the Interim Agreement or the total amountunaffiliated sub-advisors only, both as described in the escrow account plus interest earned. The Interim Agreement is intendedintroduction to comply withthis Proposal. In the rules under the 1940 Act governing interim advisory agreements.
The Proposed Final Sub-Advisory Agreement
Each Board approved the Proposed Sub-Advisory Agreement with respect to its Fund(s) at an in-person meeting on February 18-20, 2014. A copy of the Proposed Sub-Advisory Agreement is contained in Appendix A.
Under the Proposed Sub-Advisory Agreement, DMC will pay Jackson Square a fee for each Fund sub-advised by Jackson Square at the following rates:
Sub-Advisory Services.The Proposed Sub-Advisory Agreement generally providesevent that subject to the direction and control of a Trust’s Board and DMC, Jackson Square shall (i) regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund; (ii) effect the purchase and sale of those investments in furtherance of each Fund’s objective(s) and strategies; and (iii) furnish the applicable Board with information and reports regarding each Fund’s investments. Subject to the primary objective of obtaining best execution, Jackson Square may place orders for the purchase and sale of portfolio securities and other instruments with broker/dealers that provide brokerage and research services to DMC, Jackson Square, and each Fund.
The Proposed Sub-Advisory Agreement provides that Jackson Square’s services to the Funds are not exclusive,able to obtain exemptive relief under the New MOM Order that includes affiliated sub-advisors, approval of Proposal 2 by The International Equity Portfolio’s shareholders will have the effect of permitting the Portfolio to rely on the multi-manager structure under the Current MOM Order. Having the New MOM Order or the Current MOM Order apply to The International Equity Portfolio
would enable DMC to operate with greater efficiency and Jackson Square may render services to other persons or entities, including other mutual funds.
Limitation on Liability.Under the Proposed Sub-Advisory Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as a sub-adviser to the Trusts,flexibility on behalf of the Funds, neither Jackson Square nor anyPortfolio and avoid the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements.
A “Quorum” is the minimum number of its controlling persons, officers, directors, employees,shares that must be present in order to conduct the Meeting. A Quorum for a Trust or agents (“Sub-adviser Related Persons”a particular Fund means one-third (33⅓%) shall be liable to the Trusts, the Funds, DMC, or any shareholder of the Trusts for any actionshares of that Trust or omissionFund that are entitled to vote at the Meeting, present in the course of,person or connected with, rendering services thereunder or for any lossesrepresented by proxy.
Provided that may be sustained in the purchase, holding or sale of any security, or otherwise.
Indemnity.Under the Proposed Sub-Advisory Agreement, DMC shall indemnify Jackson Square and Sub-adviser Related Persons to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees (collectively, “Losses”), incurred by Jackson Square or Sub-adviser Related Persons arising from or in connection with the Proposed Sub-Advisory Agreement or the performance by Jackson Square or Sub-adviser Related Persons of the duties under the Proposed Sub-Advisory Agreement. However, DMC is only required to indemnify for Losses that arise out
of DMC’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities under the Proposed Sub-Advisory Agreement. Subject to the foregoing, Losses that may be based upon any untrue statement of a material fact contained in the Trusts’ Registration Statements or the omission to state therein a material fact that was known or that shouldQuorum requirements have been known and was requiredsatisfied for a Trust, to be stated make the statement not misleading, unless such statement or omission was madebecome effective with respect to a particular Fund in reasonable reliance upon information furnished to DMC or the Trusts by Jackson Square specifically for inclusion in the Trusts’ registration statements or any amendment thereof or supplement thereto, except to the extent any such Losses result from willful misfeasance, bad faith, gross negligence, or reckless disregard on the part of Jackson Square in the performance of any of its duties under, or in connection with, the Proposed Sub-Advisory Agreement.
Term and Continuance.Ifthat Trust, Proposal 2 must be approved by shareholders of a Fund, the Proposed Sub-Advisory Agreement will have an initial two year term, and will only continue in effect from year to year if its continuance is specifically approved at least annually by both (a) the vote of a majority of the respective Trust’s Board or a 1940 Act Majority (as defined(defined below) vote of the outstanding voting securities for each Fund. The approval of the applicableProposal 2 by one Fund and (b) the vote of a majority of the Trustees of a Trust who areis not “interested persons” as defined by the 1940 Act (the “Independent Trustees”) cast in person at a meeting called for the purpose of votingcontingent on the approval.approval of Proposal 2 by any other Fund.
A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR PROPOSAL 2.
TerminationPROPOSAL 3: AMENDMENT OF FUNDAMENTAL INVESTMENT
RESTRICTION RELATING TO LENDING
The Proposed Sub-Advisory Agreement generally provides that it may be terminated at any time, without the payment of any penalty, (i) by DMC upon giving sixty days’ written noticeTrusts each have a fundamental investment restriction related to Jackson Square, or (ii) by a Trust upon giving sixty days’ written noticemaking loans. The current restrictions related to Jackson Square, provided that the termination by the Trustloans are more limited in scope than what is directed or approved by the vote of a majority of the Trust’s Board or by the vote of a 1940 Act Majority of the outstanding voting securities of the applicable Fund. The Proposed Sub-Advisory Agreement may also be terminated by Jackson Square on sixty days’ written notice. As required by the 1940 Act, and in their current form, the Proposed Sub-Advisory Agreement will also immediately terminaterestrictions prohibit certain lending activities that are otherwise permissible for the Funds, including interfund borrowing and lending (which would in addition require exemptive relief from the eventSEC). The proposed changes to the restriction related to loans expand the scope of its “assignment” (as definedlending activities that the Funds could engage in, enabling the Funds to accommodate industry and market developments, as well as providing additional liquidity resources.
Under the 1940 Act). Furthermore,Act, fundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the Proposed Sub-Advisory Agreementfundamental investment restriction related to lending are shown below:
| Current Language | Proposed Language | |
The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests. | The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the Investment Company Act of 1940, as amended (“1940 Act”), any rule or order thereunder, or Securities and Exchange Commission (“SEC”) staff interpretation thereof, may permit. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. |
DMC’s ability to manage a Fund’s assets in a changing investment environment may be enhanced by modifying and modernizing unnecessarily restrictive or outdated fundamental investment restrictions. The proposed changes to the fundamental investment restriction related to loans will terminate uponprovide greater investment management flexibility to respond to market, industry, regulatory, or technical innovations.
In addition, the terminationproposed changes to the restriction would permit the Funds to engage in interfund lending, subject to SEC approval of an exemptive application. Interfund lending would allow one Delaware Investments® Fund to temporarily lend cash to another Delaware Investments Fund, subject to certain requirements. An interfund borrowing and lending program may provide the investment advisory agreement betweenopportunity for a Trust, on behalf ofborrowing fund to pay a Fund, and DMC.lower interest rate than would be typically available from
BOARD CONSIDERATIONS IN APPROVING THE PROPOSEDSUB-ADVISORY AGREEMENTTable of Contents
Ata bank, and a lending fund to receive an in-person meeting held on February 18-20, 2014, the Funds’ Boards, includinginterest rate higher than what could be expected typically from investing cash in short term instruments for cash management purposes. Interfund lending could provide a majoritysource of immediate, short-term liquidity pending settlement of the Independent Trustees, discussedsale of portfolio securities. For example, interfund lending could provide a borrowing fund with significant savings at a time when the cash position of the borrowing fund is insufficient to meet temporary cash requirements in situations where shareholder redemptions exceed expected volumes and unanimously approveda fund has insufficient cash on hand to satisfy such redemptions.
If the Current Sub-Advisory Agreement between DMC and DIAS,Funds receive shareholder approval to amend the fundamental investment restriction, as well as exemptive relief from the Interim AgreementSEC, the Funds may revise their existing credit facility with a consortium of banks for the credit line to allow for interfund lending.
A “Quorum” is the Proposed Sub-Advisory Agreement between DMC and Jackson Square (collectively,minimum number of shares that must be present in order to conduct the “Sub-Advisory Agreements”Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%). Concluding that approval of the Sub-Advisory Agreements would beshares of that Trust or Fund that are entitled to vote at the Meeting, present in the best interests of each Fund and its shareholders, the Boards also directedperson or represented by proxy.
Provided that the Proposed Sub-Advisory Agreement be submittedQuorum requirements have been satisfied for a Trust, to each Fund’s shareholders for approval, and recommended that shareholders vote“FOR” approval of the Proposed Sub-Advisory Agreement.
In considering whether to approve the Proposed Sub-Advisory Agreement, the Independent Trustees consulted with independent legal counsel and Fund counsel, and discussed, among other things, the legal standards applicable to their review of the Proposed Sub-Advisory Agreement and certain other considerations relevant to their deliberations on whether to approve the Proposed Sub-Advisory Agreement. At the in-person meeting, the Trustees discussed the Transaction and the resulting termination of the Current Sub-Advisory Agreement. The Trustees discussed the fact that the Current Sub-Advisory Agreement and the Proposed Sub-Advisory Agreement are virtually identical. After reviewing the written materials provided by Jackson Square, the Independent Trustees discussed materials provided to them by their independent legal counselbecome effective with respect to their consideration of the Proposed Sub-Advisory Agreement.
In connection with the Trustees’ review of the Proposed Sub-Advisory Agreement, DMC and/or Jackson Square advised the Trustees about a variety of matters, including the following:
The Transaction will have no effect on Jackson Square or the Focus Growth Team and there will be no adverse changesparticular Fund in the nature, quality, or extent of services currently provided by Jackson Square to the Funds and their shareholders because the Funds will retain the same portfolio management team;
The Transaction will not affect the level of expenses currently in effect for the Funds because the Funds’ expense ratios will not change as a result of the Transaction and Jackson Square will be compensated by DMC; and
The terms and conditions of the Proposed Sub-Advisory Agreement, including the Funds’ contractual fee rates under the Proposed Sub-Advisory Agreement, will remain the same as the Current Sub-Advisory Agreement.
Certain of these considerations are discussed in more detail below.
In making their decision relating to the approval of the Proposed Sub-Advisory Agreement, the Trustees gave attention to all information furnished. The following discussion, however, identifies the primary factors taken into account by the Trustees and the conclusions reached in approving the Proposed Sub-Advisory Agreement.
Nature, Extent, and Quality of Service. The Trustees considered the continuity of investment management to be provided to the Funds and their shareholders. Following the close of the Transaction, the Focus Growth Team will continue to provide portfolio management services to the Funds as owners or employees of Jackson Square. In reviewing the nature, extent, and quality of services, the Trustees considered that the Proposed Sub-Advisory Agreement will be virtually identical to the Current Sub-Advisory Agreement (as discussed above under “The Proposed Sub-Advisory Agreement”). They also considered that the same personnel will be providing portfolio management services to the Funds following the completion of the Transaction, and therefore, considered the many reports furnished to them throughout 2012 and 2013 at regular Board meetings covering matters such as the relative performance of the Funds, and the compliance of portfolio managers with the investment policies, strategies, and restrictions for the Funds. The Trustees were pleased with the emphasis placed on research and risk management in the investment process. The Trustees concluded that, because both the services provided under, and the terms of, the Proposed Sub-Advisory Agreement were generally identical to those under the Current Sub-Advisory and Interim Agreements, they remained satisfied with the nature, extent, and quality of the overall services to be provided by Jackson Square.
In addition, the Trustees considered that in connection with the Transaction, DIAP and Jackson Square would enter into a transition services agreement. Under the terms of this agreement, DIAP and certain of its affiliates would provide compliance and other administrative support to Jackson Square for an 18-month period following the close of the Transaction.
Investment Performance. The Trustees considered the overall investment performance of the Focus Growth Team and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. The Trustees reviewed reports prepared by Lipper Inc. (“Lipper”) for each Fund that showed the Fund’s investment performance as of March 31, 2013 in comparison to a group of funds selected by Lipper as being similar to the Fund (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest performance ranked last. The highest/best
performing 25% of funds in the Performance Universe made up the first quartile; the next 25% made up the second quartile; the next 25% made up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe made up the fourth quartile. Annualized investment performance for the Funds was shown for the past 1-, 3-, 5-, and 10-year periods, as applicable, compared to that of the Performance Universe. The Trustees’ objective was that the Fund’s performance for the periods considered be at or above the median of its Performance Universe. In addition, the Boards reviewed more recent Lipper data that had been provided at the quarterly Board meetings held since March 31, 2013. With respect to each Fund’s performance as of December 31, 2013, they noted:
Delaware Focus Global Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional global multi-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-year period was in the third quartile of its Performance Universe. The report further showed that the Fund’s total return for the three-year period was in the second quartile of its Performance Universe, and the Fund’s total return for the five-year period was in the first quartile of its Performance Universe.
The Large Cap Growth Equity Portfolio – The Performance Universe for the Portfolio consisted of the Portfolio and all retail and institutional large-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Portfolio’s total return for the one-year period was in the second quartile of its Performance Universe. The report further showed that the Portfolio’s total return for the three- and five-year periods was in the first quartile of its Performance Universe.
Delaware U.S. Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional large-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-year period was in the second quartile of its Performance Universe. The report further showed that the Fund’s total return for the three- and five-year periods was in the first quartile of its Performance Universe, and the Fund’s total return for the ten-year period was in the second quartile of its Performance Universe.
The Focus Smid-Cap Growth Equity Portfolio– The Performance Universe for the Portfolio consisted of the Portfolio and all retail and institutional mid-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Portfolio’s total return for one-, three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
Delaware Smid Cap Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mid-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-, three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
The Select 20 Portfolio – The Performance Universe for the Portfolio consisted of the Portfolio and all retail and institutional multi-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Portfolio’s total return for the one-year period was in the fourth quartile of its Performance Universe. The report further showed that the Portfolio’s total return for the three- and five-year periods was in the first quartile of its Performance Universe, and the Portfolio’s total return for the ten-year period was in the third quartile of its Performance Universe.
Delaware Select Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional multi-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-year period was in the fourth quartile of its Performance Universe. The report further showed that the Fund’s total return for the three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
Delaware VIP® U.S. Growth Series – The Performance Universe for the Series consisted of the Series and all large-cap growth funds underlying variable insurance products as selected by Lipper. The Lipper report comparison showed that the Series’ total return for the one-year period was in the second quartile of its Performance Universe. The report further showed that the Series’ total return for the three- and five-year periods was in the first quartile of its Performance Universe, and the Series’ total return for the ten-year period was in the second quartile of its Performance Universe.
Delaware VIP Smid Cap Growth Series – The Performance Universe for the Series consisted of the Series and all mid-cap growth funds underlying variable insurance products as selected by Lipper. The Lipper report comparison showed that the Series’ total return for the one-, three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
Delaware Foundation® Conservative Allocation Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mixed-asset target allocation conservative funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one- and three-year periods was in the second quartile of its Performance Universe. The report further showed that the Fund’s total return for the five- and ten-year periods was in the first quartile of its Performance Universe.
Delaware Foundation® Growth Allocation Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mixed-asset target allocation growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one- and three-year periods was in the third quartile of its Performance Universe. The report further showed that the Fund’s total return for the five- and ten-year periods was in the second quartile of its Performance Universe.
Delaware Foundation® Moderate Allocation Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mixed-asset target allocation moderate funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one- and three-year periods was in the third quartile of its Performance Universe. The report further showed that the Fund’s total return for the five- and ten-year periods was in the second quartile of its Performance Universe.
The Trustees noted that they were satisfied with the overall performance of the Funds. Moreover, the Trustees concluded that the Transaction was unlikely to have any effect on Jackson Square’s management of the Funds or their investment performance because the current portfolio management personnel will continue to provide portfolio management services to the Funds.
Comparative Expenses. The Trustees also evaluated expense comparison data for each Fund. Jackson Square provided the Trustees with information on pricing levels and fee structures for each Fund and comparative funds. The Trustees noted that Jackson Square’s fee will paid by DMC, not by the Funds. They also focused on the comparative analysis of the effective management fees (including sub-advisory fees) and total expense ratios of each Fund versus the effective management fees (including sub-advisory fees) and expense ratios of a group of funds selected by Lipper as being similar to each Fund (the “Expense Group”). In reviewing comparative costs, each Fund’s contractual management fee (including sub-advisory fees) and the actual management fee incurred by a Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the applicable Fund) and actual management fees (as reported by each fund) of other funds within the Expense Group. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees’ objective was for a Fund’s total expense ratio to be competitive with that of the funds in the Expense Group. They concluded that, because the terms of the Proposed Sub-Advisory Agreement were not substantially changing from the terms of the Current Sub-Advisory and Interim Agreements, including the sub-advisory fee rate paid by DMC on behalf of each Fund, each Fund’s expenses were satisfactory.
Management Profitability. Jackson Square provided a pro forma profitability analysis to the Trustees, and the Trustees considered the level of profits expected to be realized by Jackson Square. The Trustees considered the extent to which Jackson Square might derive ancillary benefits from the Funds’ operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as Sub-adviser to the Funds and the benefits from allocation of the Funds’ brokerage to improve trading efficiencies. The Trustees concluded that the sub-advisory fees were reasonable in light of the services to be rendered.
Economies of Scale. The Trustees considered whether economies of scale would be realized by Jackson Square and the extent to which any economies of scale would be reflected in the level of sub-advisory fees). The Trustees considered the fact that several of the Funds had already reached breakpoints in their management fees.
Fall-Out Benefits. The Board considered that Jackson Square may derive reputational, strategic and other benefits from its association with the Funds, and evaluated the extent to which Jackson Square might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of its role as a service provider to the Funds and the benefits from allocation of Fund brokerage to improve trading efficiencies. However, the Trustees concluded that (i) such benefits did not impose a cost or burden on the Funds or their shareholders, and (ii) such benefits would probably have an indirectly beneficial effect on the Funds and their shareholders because of the added importance that Jackson Square might attach to the Funds as a result of the fall-out benefits that the Funds conveyed.
Conclusion. After further discussion, each Board, including a majority of its Independent Trustees, approved the Proposed Sub-Advisory Agreement. Each Board concluded that the sub-advisory fee rate is reasonable in relation to the services expected to be provided and that execution of the Proposed Sub-Advisory Agreement is in the best interests of the shareholders of each Fund. The Trustees concluded that the sub-advisory fee and total expense ratio were at acceptable levels in light of the quality of services expected to be provided to the Funds and in comparison to those of the Funds’ peer groups.
Section 15(f) of the 1940 Act
The Boards have been advised that DMBT intends to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe-harbor whereby an owner (such as DMBT) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Each Board currently meets this
test and is expected to do so after the Transaction is completed. Second, no “unfair burden” can be imposed on the investment company as a result of the transaction. An “unfair burden” includes any arrangement during the two-year period after the transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). DMBT has agreed as part of the Transaction Agreement that, following the closing of the Transaction, to the extent within its control, it will not take or fail to take (and will not cause its affiliates to take or fail to take) any action, if such action or failure to take action would have the effect, directly or indirectly, of causing the requirements of Section 15(f) of the 1940 Act not to be met with respect to the Transaction. In that regard, from and after the closing of the Transaction and to the extent within its control, DMBT has agreed to conduct its business (and to cause each of its affiliates to conduct its business) so as to assure that the two conditions are satisfied.
Required vote
To become effective, the Proposed Sub-Advisory AgreementTrust, Proposal 3 must be approved by a 1940 Act Majority vote of each Fund’sthe outstanding voting securities. The Proposed Sub-Advisory Agreement was approved separately by each Trust’s Independent Trustees and Board as a whole, on behalf of each Fund, after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Boards also determined to submit the Proposed Sub-Advisory Agreement for consideration by the shareholderssecurities of the Funds.Fund.
A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.
The approval of Proposal 3 by one Fund is not contingent on the approval of Proposal 3 by any other Fund. If theProposal 3 is not approved by shareholders of a Fund, do not approve the Proposed Sub-Advisory Agreement, the Fund’s Boardcurrent fundamental investment limitation regarding making loans will consider other possible courses of actionremain in effect for the Fund, including having DMC assume full portfolio management of the Fund as the investment adviser.that Fund.
FOR THE REASONS DISCUSSED ABOVE, THE BOARDSBOARD OF TRUSTEES
EACH TRUST UNANIMOUSLY RECOMMEND RECOMMENDS THAT YOU VOTE
FOR PROPOSAL 3.
PROPOSAL 4: AMENDMENT OF FUNDAMENTAL INVESTMENT
RESTRICTION RELATED TO CONCENTRATION
(DELAWARE CASH RESERVE® FUND ONLY)
This proposal relates solely to shareholders of Delaware Cash Reserve Fund. Delaware Cash Reserve Fund, a money market fund, has a fundamental investment restriction relating to its ability to concentrate its investment within various industries. The current restriction is more limited in scope than what is required by the 1940 Act. In its current form, the Fund’s fundamental investment restriction limits the Fund’s ability to concentrate its investment in banking securities to 25% of its assets. The proposed changes to the restriction would permit the Delaware Cash Reserve Fund to invest more than 25% of its assets in banking securities.
Under the 1940 Act, fundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration are shown below:
| Current Language | Proposed Language | |
The Fund shall not: | The Fund shall not: |
Guidance issued by the SEC staff provides that in addition to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, a money market fund may also invest without limitation in certain banking instruments without violating the concentration prohibitions of Section 8(b) of the 1940 Act. Currently, the concentration policy of Delaware Cash Reserve Fund allows the Fund to invest without limitation in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities or in certificates of deposit. The policy also permits the Fund to concentrate its investments in bankers’ acceptances of banks with more
than one billion dollars in assets or banking holding companies whose securities are rated A-2 or better by Standard & Poor’s Financial Services LLC or P-2 or better by Moody’s Investors Service, Inc. In addition to the obligations that are currently enumerated in the Fund’s concentration policy, applicable SEC guidance permits a money market fund to invest without limitation in certain banking instruments. The proposed changes to Delaware Cash Reserve® Fund’s concentration policy would permit the Fund to invest without limitation in banking instruments, consistent with applicable guidance issued by the SEC. In addition, the proposed changes will expand the universe of potential investments in which the Delaware Cash Reserve Fund may invest, given the recent money market fund developments and other related SEC initiatives.
The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration would allow the Fund’s portfolio manager to deploy capital to appropriate investments under varying market conditions while continuing to ensure that the Fund maintains the investment mix and risk profile required under Rule 2a-7 of the 1940 Act. Shareholders are expected to benefit from the Fund’s concentration policy being more closely aligned with applicable SEC requirements.
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Provided that Quorum requirements have been satisfied, Proposal 4 must be approved by a 1940 Act Majority vote of the outstanding voting securities of Delaware Cash Reserve Fund.
A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.
If Proposal 4 is not approved by shareholders of Delaware Cash Reserve Fund, the Fund’s current fundamental investment limitation related to concentration will remain in effect.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
DELAWARE GROUP® CASH RESERVE UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.PROPOSAL 4.
PROPOSALS 5(A)—(C): AMENDMENTS TO
FUND CHARTER DOCUMENTS
Introduction to Proposals 5(a) through 5(c)
Proposals 5(a) through 5(c) relate to proposed amendments to each Trust’s Agreement and Declaration of Trust and By-Laws, which are the Trusts’ governing instruments. These proposed amendments would generally provide greater clarity on applicable law and record-keeping and enhance the Board’s ability to conduct business at shareholder meetings and to obtain certain shareholder information. The four proposed amendments relate specifically to (a) documenting the transfer of shares; (b) obtaining shareholder disclosure; and (c) the applicability of Delaware law to proxy matters, as described in greater detail below.
Proposal 5(a) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add detailed procedures for the transfer of shares. The proposed amendments would add transparency to the process of transferring ownership of shares. The proposed language would provide express protection to the Funds and the Boards for relying on the books of a Trust with respect to the identity of the shareholders of record.
The proposed language provides a Fund would have no obligation to recognize a transfer of shares unless such transfer has been effected in accordance with established procedures. To effect these changes, a new Section 3 related to the documentation of the transfer of shares is proposed to be added to each Trust’s Agreement and Declaration of Trust, as follows:
Transfer of Shares. Except as otherwise provided by the Board of Trustees,Shares shall be transferable on the books of the Trust only by the record holder thereof or by his, her or its duly authorized agent upon delivery to the Board of Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Board of Trustees. Upon such delivery, and subject to any further requirements specified by the Board of Trustees or contained in the By-Laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Board of Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.
Clarifying the share transfer provisions in each Trust’s Agreement and Declaration of Trust benefits both the Funds and shareholders, as it provides greater certainty with respect to ownership.
Proposal 5(b) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add a provision requiring that shareholders provide certain information upon the request of the Board. The proposed amendment would require shareholders of record to disclose direct and indirect share ownership information to a Fund upon Board demand, in the event that the Fund needed such information to comply with tax requirements.
Having the ability to obtain shareholder ownership information will allow the Funds to more effectively and efficiently comply with current and future tax regulations. To effect these changes, each Agreement and Declaration of Trust will be revised to add an additional paragraph (e) to Section 2 of Article VI, which is related to redemptions at the option of a shareholder. The new language related to shareholder ownership information is proposed to be added to each Trust’s Agreement and Declaration of Trust, as follows:
(e) The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority.
The proposed amendments will allow the Funds to obtain shareholder information when necessary, to comply with applicable tax regulations in present and future circumstances.
Proposal 5(c) provides for the amendment of each Trust’s By-Laws to change a provision related to proxy matters. Each Trust’s Agreement and Declaration of Trust currently provides that the revocability of a proxy is governed by the Delaware General Corporation Law. The proposed amendment to the By-Laws expands the application of Delaware General Corporation Law to all matters relating to proxies, thereby providing the Funds with a defined body of law to govern matters relating to proxies.
To effect these changes, Section 9 of Article II of each Trust’s By-Laws is proposed to be amended as shown below:
| Current Language | Proposed Language | |
Section 9.PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted;provided,however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware. With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications or any other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. | Section 9. PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Subject to the provisions of the [Delaware Statutory Trust Act], the Declaration of Trust, or these By-Laws, the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, shall govern all matters concerning the giving, voting or validity of proxies, as if the Trust were a Delaware corporation and the shareholders were stockholders of a Delaware corporation. Notwithstanding any other provision herein to the contrary, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the shareholders of one or more Series or classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. |
| Current Language | Proposed Language | |
With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications or any other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. |
The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies.
Management believes that a court would likely look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds. Accordingly, this proposed amendment to the By-Laws is not intended to substantively change the rights of shareholders. Moreover, each Trust’s governing instruments permit the By-Laws to be amended without shareholder approval. Because there is a possibility that a current or future interpretation of, or amendment to, the Delaware General Corporation Law could substantively change the rights of shareholders with respect to proxy-related issues, however, the Boards consider it to be appropriate to obtain shareholder approval for this particular proposed amendment to the By-Laws.
In the event that shareholders do not approve this proposed amendment to the By-Laws, Fund management expects that a court would still be likely to look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds. In the absence of this amendment to the By-Laws, however, there would be less certainty that a court would look exclusively to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds, and it is possible that a court might also look to other Delaware law or the laws of other jurisdictions in interpreting proxy-related issues for the Funds.
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Provided that Quorum requirements have been satisfied for a Trust, Proposals 5(a)-(c) each must be approved by the affirmative vote of a majority of votes cast. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposals 5(a)-(c).
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
PROPOSALS 5(A) THROUGH (C).
How will shareholder voting be handled?
Only shareholders of record of the Funds at the close of business on March 20, 2014January 22, 2015 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on the Proposalmatters described in this Proxy Statement. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. If sufficient votes to approve thea Proposal isfor a Fund are not received by the date of the Meeting or any reconvened Meeting following an adjournment, the Meeting or reconvened Meeting may be adjourned for that Fund or for that Proposal, and the Fund may also call the vote on some Proposals but adjourn with regard to other Proposals, to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy cardcards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposal)Proposals) that may properly come before the Meeting. A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting.Meeting with respect to that Fund. The Meeting may also be adjourned by the Chairperson of the Meeting.
Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. Broker non-votes are proxies from brokers or nominees that vote on matters for which they have discretionary authority to vote (“discretionary items,” e.g., the election of trustees), but also indicate that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote (“non-discretionary items,” e.g., changes to fundamental investment restrictions). Because the Meeting has both discretionary and non-discretionary items on the agenda, the Funds anticipate receiving broker non-votes. Abstentions and broker non-votes are considered as shares present at the Meeting but are not considered votes cast. As a result, abstentions and broker non-votes will have the same effect as a vote “AGAINST”“Against” the Proposal. Because (i) the Proposal is expected to be classified as “non-routine” by the New York Stock Exchange (“NYSE”), and therefore may not be voted in the discretionProposals requiring a “1940 Act Majority,” but will have no effect on Proposals requiring a plurality or majority of NYSE member brokers, and (ii) there are no “routine” proposals to be presented at the Meeting, the Funds do not expect to receive any broker non-votes.votes cast.
How do I ensure my vote is accurately recorded?
You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage-paidpostage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting in accordance with your voting instructions by the persons appointed as proxies.
A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted “FOR”in favor of the Proposal.Trustee Nominees in Proposal 1 and for Proposals 2–5. Your proxies will also be voted in the discretion of the persons appointed as proxies on any other matters that may properly come before the Meeting or any adjournment or postponement of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting. If your shares are held of record by a broker/dealer and you wish to vote in person at the Meeting, you must obtain a legal proxy from the broker of record and present it at the Meeting.
You may revoke your proxy at any time for a Fund before it is voted by sending a written notice to athe Fund expressly revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person. A subsequent proxy before your original proxy is voted, electronically or otherwise, will supersede your prior proxy. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy. If you wish to vote in-personin person at the Meeting, you must obtain a legal proxy from your broker of record and present it at the Meeting.
What other matters will be voted upon at the Meeting?
The Boards do not intend to bring any matters before the Meeting other than as described in this Proxy Statement. Because the Meeting is a special meeting, theThe Boards do not anticipate that any other matters will be brought before the Meeting by others. However, if any other mattersmatter legally comecomes before the Meeting, proxies will be voted in the discretion of the persons appointed as proxies.
Only shareholders of record on the Record Date will be entitled to vote at the Meeting on the mattermatters described in this Proxy Statement. AsThe table in Appendix J shows as of January 22, 2015, as to each of the Record Date, each Fund’s commonFunds, the number of shares outstanding were as follows:outstanding.
What is the Quorum requirement?
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of thethat Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy. Please refer to each Proposal for the applicable voting standard.
Who will pay the expenses of the Meeting?
All reasonable out-of-pocket costsEach Fund will bear its proportionate cost of the proxy preparation, mailing and solicitation. Costs will generally be allocated across the Funds according to assets under management. The Funds have engaged Computershare Fund Services (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $5.9 million. Fees and expenses incurred by each Fund relatedmay be greater depending on the effort necessary to obtain shareholder votes. The agreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in connection with the Meeting, will be reimbursed by Jackson Square and DIAP or an affiliate.federal securities laws.
What other solicitations will be made?
This proxy solicitation is being made by the Boards for use at the Meeting. In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record and their reasonable out-of-pocket expenses incurred in connection with the proxy solicitation will be borne by Jackson Square and DIAP or an affiliate. record.
In addition to solicitations by mail, officers and employees of the Trusts, DMC, Jackson Square, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews.The TrustsFunds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.
IfAs the Trusts do not receive your proxy card or voting instruction by a certain time,Meeting date approaches, you may receive a telephone call from onea representative of Computershare if your votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the officers or employeesshareholder casting the vote and the voting instructions of the Trusts, an employee of AST Fund Solutions,shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Fund’sComputershare representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy solicitor,materials in the mail. If the shareholder is a corporation or oneother entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the officersshares. If the information elicited matches the information previously provided to Computershare, then the Computershare representative has the responsibility to explain the voting process, read the Proposals listed on the proxy card, and ask for the shareholder’s instructions on the Proposals. Although the Computershare representative is permitted to answer questions about the process, he or employeesshe is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Computershare will record the
Table of Jackson Square, DMC,Contents
shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or their affiliatesmailgram to confirm his or her vote and asking youthe shareholder to vote.call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.
Why did my household receive only one copy of this Proxy Statement?
Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address (a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to Attention: Shareholder Services, P.O. Box 9876, Providence, RI 02940-8076, by overnight courier service to 4400 Computer Drive, Westborough, MA 01581-1722, or by calling toll-free 800 523-1918.
How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement for a future shareholder meeting?
The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders. The Funds are,Each Fund is, however, required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies, objectives or restrictions of the Funds.Fund. Each FundTrust also would be required to hold a shareholdersshareholder meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by
shareholders. The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of athe Board, or the President of athe Trust.
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to thethat Fund a reasonable time before the Board’s solicitation relating to that meeting is to be made. Shareholder proposals must meet certain legal requirements established by the SEC, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal
has not been received by thethat Fund within a reasonable period of time before the Board’s solicitation relating to that meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Trusts, David F. Connor, at the address of the TrustsFunds given above.
How may I communicate with the Boards?
Shareholders who wish to communicate to the Boards may address correspondence to Thomas L. Bennett, Coordinating Trustee for the Trusts, c/o theirthe applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103. Shareholders may also send correspondence to the Coordinating Trustee, or any individual Trustee, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).
MORE INFORMATION ABOUT THE FUNDS
Investment Advisory Services. DMC, 2005 Market Street, Philadelphia, Pennsylvania 19103, a series of DMBT, manages the assets of the Funds and makes the Funds’ investment decisions, subject to the supervision of the Boards. Pursuant to its investment advisory agreement with the Trusts, DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for the Funds. DMC may terminate a sub-adviser in its sole discretion at any time to the extent permitted by applicable law. For its investment advisory services to the Funds, DMC is paid as follows:
Transfer Agency Services. Delaware ServiceInvestments Fund Services Company Inc. (“DSC”DIFSC”), an affiliate of DMC, is located at 2005 Market Street, Philadelphia, PennsylvaniaPA 19103-7094, and serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent (the “Transfer Agent”) pursuant to a Shareholder Services Agreement. DSCThe Transfer Agent is paid a fee by each Fundthe Funds for providing these services consisting of an asset-based fee and certain out-of-pocket expenses. The Transfer Agent will bill, and the Funds will pay, such compensation monthly. Omnibus and networking fees charged by financial intermediaries and subtransfer agency fees are passed on to and paid directly by the Funds. The Transfer Agent’s compensation is fixed each year and approved by the Board, including a majority of the Independent Trustees.
BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”), 480 Washington Boulevard, Jersey City, NJ 07310, provides sub-transfersubtransfer agency services to the Fund.Funds. In connection with these services, BNYMIS administers the overnight investment of cash pending investment in the FundFunds or payment of redemptions. The proceeds of this investment program are used to offset the Fund’sFunds’ transfer agency expenses.
Fund Accountant.Accountants. The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, New YorkNY 10286-0001, provides custody, fund accounting and financial administration services to the Funds. Those services include performing
functions related to calculating each Fund’sthe Funds’ net asset valuevalues (“NAV”NAVs”) and providing financial reporting information, regulatory compliance testing and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.
DSCDIFSC provides fund accounting and financial administration oversight services to the Funds. Prior to November 1, 2014, Delaware Service Company (“DSC”) provided fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSCDIFSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSCDIFSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DSC forDIFSC under the servicesservice agreements described above arewill be allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis.
Distribution Services. Pursuant to a distribution agreement with the Trusts, Delaware Distributors, L.P. (“DDLP”), located at 2005 Market Street, Philadelphia, Pennsylvania 19103,PA 19103-7094, serves as the national distributor for the Funds. DDLP pays the expenses of the promotion and distribution of the Funds’ shares. DDLP is an indirect subsidiary of DMHI andThe Distributor is an affiliate of DMC. The Boards annually review fees paidDistributor has agreed to DDLP.use its best efforts to sell shares of the Funds. Shares of the Funds are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trust.
The Funds did not payNo Fund paid any brokerage commissions for transactions in/with portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSCDIFSC during any of the Funds’Fund’s most recently completed fiscal years.year.
Future votes. The Delaware Investments® Family of Funds, which includes all the Funds seeking approval of the Proposal, and DMC currently have the authority to rely on a manager of managers order granted by the SEC, which allows DMC to hire, terminate, and replace unaffiliated sub-advisers for the Funds with the approval of a Trust’s Board, but without having to obtain shareholder approval. The current manager of managers order does not allow DMC to hire affiliated sub-advisers for the Funds. Currently, before DMC may engage an affiliated sub-adviser for a Fund, shareholders of the Fund must approve an investment advisory agreement with such a sub-adviser. In the future, DMC and the Delaware Investments Family of Funds, including the Funds, may seek authority from the SEC to rely on a manager of managers order that would allow DMC to hire, terminate, and replace both affiliated and unaffiliated sub-advisers for a Fund with the approval of its Trust’s Board, but without having to obtain shareholder approval.
To the best knowledgeAs of the Trusts, as of Record Date,January 22, 2015, the officers and Trustees of each Trust,the Trusts, as a group, owned less than 1% of the outstanding voting shares of each Fund or class thereof, except for The Select 20 Portfolio,as noted in which they owned 2.24% of the outstanding shares; the Delaware Focus Global Growth Fund, in which they owned 2.84% of the outstanding shares; and The Focus Smid-Cap Growth Equity Portfolio, in which they owned 4.80% of the outstanding shares.Appendix K.
To the best knowledge of the Trusts, as of Record Date,January 22, 2015, no person, except as set forth in Appendix C,L, owned of record 5% or more of the outstanding shares of aany Fund. Except as noted in Appendix C,L, the Trusts have no knowledge of beneficial ownership of 5% or more of the outstanding shares of any class of any Fund.
APPENDIX A – TRUSTS AND SERIES HOLDING JOINT MEETING
APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
APPENDIX E – TRUSTEE COMPENSATION
APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS
APPENDIX G – AUDITOR INFORMATION
APPENDIX H – PRE-APPROVAL POLICIES AND PROCEDURES
APPENDIX I – TRUSTEES AND OFFICERS OF DMC
APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING
APPENDIX K – 1% SHARE OWNERSHIP
APPENDIX L – 5% SHARE OWNERSHIP
APPENDIX A – TRUSTS AND SERIES HOLDING JOINT MEETING
| Delaware Group® Adviser Funds | Delaware Diversified Income Fund | |
| Delaware Global Real Estate Opportunities Fund | ||
| Delaware U.S. Growth Fund | ||
| Delaware Group® Cash Reserve | Delaware Cash Reserve® Fund | |
| Delaware Group®Equity Funds I | Delaware Mid Cap Value Fund | |
| Delaware Group®Equity Funds II | Delaware Value®Fund | |
| Delaware Group®Equity Funds IV | Delaware Healthcare Fund | |
| Delaware Smid Cap Growth Fund | ||
| Delaware Group®Equity Funds V | Delaware Dividend Income Fund | |
| Delaware Small Cap Core Fund | ||
| Delaware Small Cap Value Fund | ||
| Delaware Group Foundation Funds® | Delaware Foundation®Conservative | |
| Allocation Fund | ||
| Delaware Foundation®Growth Allocation Fund | ||
| Delaware Foundation®Moderate Allocation Fund | ||
| Delaware Emerging Markets Fund | ||
| Delaware Focus Global Growth Fund | ||
| Delaware Global Value Fund | ||
| Delaware International Value Equity Fund | ||
| Delaware Group®Government Fund | Delaware Core Plus Bond Fund | |
| Delaware Emerging Markets Debt Fund | ||
| Delaware Inflation Protected Bond Fund | ||
| Delaware Group®Income Funds | Delaware Corporate Bond Fund | |
| Delaware Diversified Floating Rate Fund | ||
| Delaware Extended Duration Bond Fund | ||
| Delaware High-Yield Opportunities Fund | ||
| Delaware Group®Limited-Term | Delaware Limited-Term Diversified Income Fund | |
| Government Funds | ||
| Delaware Group®State Tax-Free Income Trust | Delaware Tax-Free Pennsylvania Fund | |
| Delaware Group®Tax-Free Fund | Delaware Tax-Free USA Fund | |
| Delaware Tax-Free USA Intermediate Fund |
| Trust | Funds | |
| The Core Plus Fixed Income Portfolio | ||
| The Emerging Markets Portfolio | ||
| The Emerging Markets Portfolio II | ||
| The Focus Smid-Cap Growth Equity Portfolio | ||
| The High-Yield Bond Portfolio | ||
| The International Equity Portfolio | ||
| The Labor Select International Equity Portfolio | ||
| The Large-Cap Growth Equity Portfolio | ||
| The Large-Cap Value Equity Portfolio | ||
| The Real Estate Investment Trust Portfolio | ||
| (also known as Delaware REIT Fund) | ||
| The Select 20 Portfolio | ||
APPENDIX A - FORM OF SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT
AGREEMENT made by and betweenDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Investment Manager”), andJACKSON SQUARE PARTNERS, LLC, a Delaware limited liability company (the “Sub-Adviser’’).
WITNESSETH:
WHEREAS, each open-end management company listed on Exhibit A is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and each is organized as a statutory trust under the laws of the State of Delaware (each a “Trust” and collectively, the “Trusts”);
WHEREAS, each fund listed on Exhibit A is a series of its respective Trust as indicated on Exhibit A (each a “Fund” and together, the “Funds”);
WHEREAS, the Investment Manager and the Trusts, on behalf of their respective Funds, have entered into investment management agreements (each an “Investment Management Agreement” and collectively, the “Investment Management Agreements”) whereby the Investment Manager will provide investment advisory services to the Trusts with respect to the Funds;
WHEREAS, the Investment Manager has the authority under the Investment Management Agreements to retain one or more sub-advisers to assist the Investment Manager in providing investment advisory services to the Trusts with respect to the Funds;
WHEREAS, the Investment Manager and the Sub-Adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment advisory services; and
WHEREAS, the Boards of Trustees (collectively, the “Board” or the “Trustees”) of the Trusts and the Investment Manager desire that the Investment Manager retain the Sub-Adviser to render investment advisory and other services with respect to that portion of the Funds as the Investment Manager shall from time to time allocate to the Sub-Adviser (the “Managed Portion”) in the manner, for the period, and on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. (a) The Sub-Adviser will supervise and direct the investments of the assets of the Managed Portion of each Fund in accordance with such Fund’s investment objectives, policies, and restrictions as provided in its Prospectus (“Prospectus”) and Statement of Additional Information (“SAI”), as currently in effect and as amended or supplemented from time to time, and such other limitations as the Funds may impose by notice in writing to the Sub-Adviser, subject always to the supervision and control of the Investment Manager and the Board.
(b) As part of the services it will provide hereunder, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Funds or the Investment Manager to:
| Delaware VIP®Emerging Markets Series | ||
| Delaware VIP®High Yield Series | ||
| Delaware VIP®International Value Equity Series | ||
| Delaware VIP®Limited-Term Diversified Income Series | ||
| Delaware VIP®REIT Series | ||
| Delaware VIP®Small Cap Value Series | ||
| Delaware VIP®Smid Cap Growth Series | ||
| Delaware VIP®U.S. Growth Series | ||
| Voyageur Insured Funds | Delaware Tax-Free Arizona Fund | |
| Voyageur Intermediate Tax Free Funds | Delaware Tax-Free Minnesota Intermediate Fund | |
| Voyageur Mutual Funds | Delaware Minnesota High-Yield Municipal Bond Fund | |
| Delaware National High-Yield Municipal Bond Fund | ||
| Delaware Tax-Free California Fund | ||
| Delaware Tax-Free Idaho Fund | ||
| Delaware Tax-Free New York Fund | ||
| Voyageur Mutual Funds II | Delaware Tax-Free Colorado Fund | |
| Voyageur Mutual Funds III | Delaware Select Growth Fund | |
| Voyageur Tax Free Funds | Delaware Tax-Free Minnesota Fund |
| Number of | Other | |||||||||
| Portfolios | Directorships | |||||||||
| Principal | in Fund | Held by | ||||||||
| Position(s) | Occupation(s) | Complex | Trustee | |||||||
| Name, Address, | Held with | Length of | During Past | Overseen | during the Past | |||||
| and | the | Time Served | 5 Years | by | Five Years |
| Interested Trustee | ||||||||||
| Patrick P. Coyne1 | Chairman, | Chairman and | Patrick P. Coyne | 65 | Board of | |||||
| 2005 Market Street | President, | Trustee since | has served in | Governors | ||||||
| Philadelphia, | Chief | August 16, 2006 | various executive | Member – | ||||||
| PA 19103 | Executive | capacities at different | Investment | |||||||
| Officer, and | President and | times at Delaware | Company | |||||||
| April 1963 | Trustee | Chief Executive | Investments.2 | Institute (ICI) | ||||||
| Officer since | ||||||||||
| August 1, 2006 | Director | |||||||||
| and | ||||||||||
| Committee | ||||||||||
| Member — | ||||||||||
| Kaydon Corp. | ||||||||||
| (2007-2013) | ||||||||||
| Independent Trustees | ||||||||||
| Thomas L. Bennett | Trustee | Since | Private Investor — | 65 | Director — | |||||
| 2005 Market Street | March 2005 | (March 2004 – Present) | Bryn Mawr Bank | |||||||
| Philadelphia, | Corp. (BMTC) | |||||||||
| PA 19103 | (April 2007 – | |||||||||
| Present) | ||||||||||
| October 1947 | ||||||||||
| Ann Borowiec | Proposed | N/A | CEO, Private Wealth | N/A | Co-Chair and | |||||
(c) The Sub-Adviser shall not consult with any other sub-adviser of a Fund or of any fund that is an “affiliated person” of the Fund concerning transactions for the Fund in securities or other assets, except as such consultations may be reasonably necessary in order to ensure compliance with Rule 12d3-l under the 1940 Act.
(d) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of a Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time, that are applicable to the Managed Portion; (ii) provisions of a Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time that are applicable to the Managed Portion; (iii) a Fund’s Prospectus; (iv) the 1940 Act and the Advisers Act and the rules under each and all other international, federal and state securities laws or regulations applicable to the Trusts and the Funds; (v) the Trusts’ compliance policies and procedures and other policies and procedures adopted from time to time by the Board applicable to the Managed Portion; and (vi) the written instructions of the Investment Manager.
(e) The Investment Manager agrees to provide the Sub-Adviser with current copies of the documents mentioned in paragraph l(d)(i), (ii), (iii) and (v) above and all changes made to such documents at, or if practicable, before the time such changes become effective, and the Investment Manager acknowledges and agrees that the Sub-Adviser shall not be responsible for compliance with such documents or amendments unless and until they are received by the Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon any proper instructions reasonably believed by it to be genuine and signed or communicated by or on behalf of the Investment Manager or the Funds.
(f) In order to assist the Trusts and the Trusts’ chief compliance officer (the “Trust CCO”) and the Investment Manager and the Investment Manager’s Chief Compliance Officer (the “IM CCO”) in satisfying the requirements contained in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act, respectively, the Sub-Adviser shall provide to the Trust CCO and/or IM CCO: (i) direct access to the Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) and its officers and employees, as reasonably requested by the Trust CCO and/or IM CCO; (ii) quarterly reports confirming that the Sub-Adviser has complied with the Trusts’ Compliance Procedures in managing the Managed Portion; and (iii) quarterly certifications with respect to Material Compliance Matters (as that term is defined in Rule 38a-1(e)(2) under the 1940 Act) related to the Sub-Adviser’s management of the Managed Portion.
The Sub-Adviser shall promptly provide the Trust CCO and IM CCO with copies and summaries of: (i) the Sub-Adviser’s policies and procedures for compliance by the Sub-Adviser with the federal securities laws and to prevent violation of the Advisers Act (together, the “Sub-Adviser Compliance Procedures”); and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully with the Trust CCO and IM CCO so as to facilitate the Trust CCO’s and IM CCO’s performance of their respective responsibilities under Rule 38a-1 and Rule 206(4)-7, including to review, evaluate and report to the Board on the operation of the Sub-Adviser Compliance Procedures, and shall promptly report to the Trust CCO and IM CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Managed Portion. The Sub-Adviser shall allow the Trust CCO and/or the IM CCO, as reasonably requested from time to time, access to examine and review the Sub-Adviser’s Compliance Procedures and the Sub-Adviser’s adherence thereto. The Sub-Adviser shall provide to the Trust CCO and IM CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Managed Portion; and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Managed Portion. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO and IM CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the federal securities laws, including the conduct and results of our annual review for adequacy and effectiveness.
(g) The Sub-Adviser shall assist the Funds in the preparation of the Trusts’ registration statements, the Prospectuses and SAIs, shareholder reports and other regulatory filings, or any amendment or supplement thereto (collectively, “Regulatory Filings”) as may relate to the Managed Portion, and shall provide the Funds with information for use in the Funds’ Regulatory Filings, including, without limitation, information related to the Sub-Adviser’s investment management personnel, portfolio manager compensation, investment management strategies and techniques, and proxy voting policies. The Sub-Adviser shall provide such certifications regarding the Funds as the Trusts’ officers may reasonably request for purposes of the preparation of any Regulatory Filings.
(h) The Sub-Adviser hereby agrees during the period hereinafter set forth to render the services and assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized herein or otherwise, have no authority to act for or represent the Trusts, the Funds or the Investment Manager in any way, or in any way be deemed an agent of the Trusts, the Funds or the Investment Manager. Notwithstanding the foregoing,
the Sub-Adviser may execute Fund documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with providing advisory services to the Funds.
(i) The Sub-Adviser may perform its services through its employees, officers or agents, and the Investment Manager shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in each Fund’s Prospectus shall perform the portfolio management duties described therein until the Sub-Adviser notifies the Investment Manager that one or more other affiliates, employees, officers or agents identified in such notice shall assume such duties as of a specific date.
(j) The Investment Manager shall provide (or use its best efforts to cause to be provided) timely information to the Sub-Adviser regarding such matters as the cash requirements and cash available for investment in the Managed Portion, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities under this Agreement.
2. (a) Under the terms of each Investment Management Agreement, a Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its existence as a statutory trust organized under the laws of the State of Delaware; the maintenance of its own books, records, and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance and repurchase of shares; preparation of share certificates, if any; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; transfer agency expenses; pricing service expenses; expenses relating to tax services; brokerage commissions; custodian fees; legal and accounting fees; taxes; interest; federal securities law filing expenses; and federal and state registration fees. The Sub-Adviser shall not be obligated to pay any expenses of the Investment Manager, the Trusts or the Funds unless expressly assumed by the Sub-Adviser pursuant to this Agreement or otherwise agreed to in writing. Any reimbursement of investment management or other fees required by an expense limitation or waiver provision, and any liability arising out of a violation by the Investment Manager of Section 36(b) of the 1940 Act, shall be the sole responsibility of the Investment Manager, provided that nothing herein shall relieve the Sub-Adviser from its own liability under Section 36(b) of the 1940 Act with respect to its duties under this Agreement.
(b) Directors, members, officers and employees of the Sub-Adviser may be directors, officers and employees of other funds that have employed the Sub-Adviser as sub-adviser or investment manager. Directors, members, officers and employees of the Sub-Adviser who are Trustees, officers and/or employees of the Trusts, shall not receive any compensation from the Trusts for acting in such dual capacity.
3. (a) The Sub-Adviser will select brokers and dealers to effect all Fund transactions with respect to the Managed Portion subject to the conditions set forth herein. The Sub-Adviser may combine orders for the Managed Portion with orders for other accounts or funds under management. Transactions involving combined orders are allocated in a manner deemed equitable to each account. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Managed Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board or the Investment Manager from time to time and provided to the Sub-Adviser, and (ii) as described in a Fund’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for a Fund, with respect to the Managed Portion, the Sub-Adviser shall use its best efforts to obtain for the Managed Portion “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement.
(b) Subject to the appropriate policies and procedures approved by the Board and provided to the Sub-Adviser in writing, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), cause the Managed Portion to pay a broker or dealer that provides brokerage or research services to any of the Investment Manager, the Sub-Adviser or the Managed Portion an amount of commission for effecting a Fund transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage and research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to its clients for which the Investment Manager or the Sub-Adviser exercises investment discretion. To the extent authorized by Section 28(e) and the Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution and compliance with applicable federal and state securities laws and regulations, the Board or the Investment Manager may direct the Sub-Adviser to effect up to 2 percent of transactions in Fund securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that a Trust is required to pay or for which such Trust is required to arrange payment.
(c) Subject to applicable law and regulations, including Section 17(e) of the 1940 Act and Rule 17e-l thereunder, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Managed Portion with brokers or dealers that are affiliated with the Sub-Adviser. Any entity or person associated with the Investment Manager or the Sub-Adviser that is a member of a national securities
exchange is authorized to effect any transaction on such exchange for the account of a Fund to the extent and as permitted by Section 11(a)(1)(H) of the Exchange Act and Rule 11a2-2(T) thereunder.
4. As compensation for the services to be rendered to the Trusts for the benefit of their Funds by the Sub-Adviser under the provisions of this Agreement, the Investment Manager shall pay to the Sub-Adviser the fees at the rates provided in Exhibit B attached hereto. The compensation payable to the Sub-Adviser for its services hereunder shall be paid at the end of each calendar quarter (within 30 days of receipt by the Investment Manager of an invoice from the Sub-Adviser) based upon the average daily Fund net assets during the preceding quarter. The fee payable for the quarter shall be accrued daily based on 365/366 year. If this Agreement becomes effective or terminates before the end of any quarter, the sub-advisory fee for the period shall be prorated accordingly.
5. The services to be rendered by the Sub-Adviser to the Trusts for the benefit of the Funds under the provisions of this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be materially impaired thereby.
6. (a) Subject to the limitation set forth in Paragraph 5, the Sub-Adviser, its directors, officers, employees, agents, and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trusts or to any other investment company, corporation, association, firm or individual.
(b) Neither the Investment Manager, the Trusts nor the Funds shall use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) (or that of any affiliate of the Sub-Adviser, other than that of the Funds, the Trusts, the Investment Manager or any affiliate of the Investment Manager that is an affiliate of the Sub-Adviser solely by reason of the Sub-Adviser’s provision of services pursuant to this Agreement or solely because of the Sub-Adviser’s affiliation with the Investment Manager) or otherwise refer to the Sub-Adviser in any materials related to the Trusts or the Funds distributed to third parties, including the Funds’ shareholders, without prior review and written approval by the Sub-Adviser, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Investment Manager, the Trusts and the Funds, shall, to the extent applicable and as soon as is reasonably possible, cease to use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) in materials related to the Funds. (c) The Sub-Adviser shall not use the Investment Manager’s name (or that of any affiliate of the Investment Manager, other than that of the Sub-Adviser or any affiliate of the Sub-Adviser that is an affiliate of the Investment Manager solely by
reason of the Sub-Adviser’s provision of services pursuant to this Agreement or solely because of the Investment Manager’s affiliation with the Sub-Adviser) or otherwise refer to the Investment Manager in any materials related to the Trusts or the Funds distributed to third parties, including the Funds’ shareholders, without prior review and written approval by the Investment Manager, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Sub-Adviser, shall, to the extent applicable and as soon as is reasonably possible, cease to use the actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) of the Trusts and the Funds, except for the purpose of describing prior clients or prior performance of the Sub-Adviser, as permitted by the Advisers Act or other applicable requirements.
(d) This Section 6 applies solely to materials related to the Funds and the Trusts only, and not to other products or relationships between the Sub-Adviser and the Investment Manager.
7. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of its duties as Sub-Adviser to the Trusts on behalf of the Funds, neither the Sub-Adviser nor any of its affiliates nor any of its or their controlling persons, members, officers, directors, employees or agents (collectively, “Sub-Adviser Related Persons”) shall be liable to the Trusts, the Funds, the Investment Manager or any shareholder of a Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Managed Portion or the Funds, or that the Managed Portion or the Funds will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. Subject to the first sentence of this Section 7(a), the Sub-Adviser shall not be responsible for any loss incurred by any reason of any act or omission of any bank, broker, the custodian bank or any administrator or trustee whether appointed on behalf of the Investment Manager, the Funds or the Trusts. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable law, including applicable U.S. state and federal securities laws, ERISA or any rules or regulations adopted under any of those laws.
(b) The Investment Manager shall indemnify Sub-Adviser Related Persons to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees (collectively “Losses”), incurred by the Sub-Adviser or Sub-Adviser Related Persons arising from or in connection with this Agreement or the performance by the Sub-Adviser or Sub-Adviser Related Persons of its or their duties hereunder so long as such Losses arise out of the Investment Manager’s willful misfeasance, bad faith,
gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in the Trusts’ Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or the Trusts by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statements or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (b) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Sub-Adviser or a Sub-Adviser Related Person in the performance of any of its duties under, or in connection with, this Agreement.
(c) The Sub-Adviser shall indemnify the Investment Manager and its affiliates and its or their controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by it (collectively “Investment Manager Related Persons”) to the fullest extent permitted by law against any and all Losses incurred by the Investment Manager or Investment Manager Related Persons arising from or in connection with this Agreement or the performance by the Investment Manager or Investment Manager Related Persons of its or their duties hereunder so long as such Losses arise out of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in the Trusts’ Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or the Trusts by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statements or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (c) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Investment Manager or an Investment Manager Related Person in the performance of any of its duties under, or in connection with, this Agreement.
8. (a) This Agreement shall be executed and become effective as of the date written below;provided,however, that this Agreement shall not become effective with respect to a Fund unless it has first been approved with respect to such Fund in the manner required by the 1940 Act and the rules thereunder or in accordance with exemptive or other relief granted by the U.S. Securities and Exchange Commission
(the “SEC”) or its staff. This Agreement shall continue in effect with respect to such Fund for a period of two (2) years and may be renewed thereafter with respect to such Fund only so long as such renewal and continuance with respect to such Fund is specifically approved at least annually by the applicable Board or by the vote of a majority of the outstanding voting securities of such Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of those Trustees of the applicable Trust who are not parties hereto or “interested persons” of such Trust, its Fund(s), or any party hereto, cast in person at a meeting called for the purpose of voting on such approval.
(b) This Agreement may be amended only by written agreement of the Investment Manager and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder or any applicable exemptive order.
(c) This Agreement may be terminated with respect to a single Fund or all of the Funds (i) by the Investment Manager at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of the Investment Manager’s intention to do so and (ii) by a Trust with respect to a Fund in such Trust at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of such Trust’s intention to do so pursuant to action by the applicable Board or pursuant to the vote of a majority of the outstanding voting securities of the applicable Fund. The Sub-Adviser may terminate this Agreement with respect to a single Fund or all of the Funds at any time, without the payment of a penalty, on 60 days’ written notice to the Investment Manager and a Trust or Trusts, as the case may be, of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for (i) any obligation arising out of or relating to a breach of this Agreement committed prior to such termination, (ii) the obligation of the Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4 hereof prorated to the date of termination, and (iii) any indemnification obligation provided in Paragraph 7 hereof. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act) or upon the termination of an Investment Management Agreement.
9. Any information and advice furnished by either party to this Agreement to the other party shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it:
| Management | Trustee — |
| Philadelphia, | (2011 – 2013) and | JerseyCAN | ||||||||
| PA 19103 | Market Manager, | |||||||||
| New Jersey Private | Trustee — | |||||||||
| November 1958 | Bank (2005 – 2011) – | 50CAN | ||||||||
| JP Morgan | ||||||||||
| Chase & Co. | Trustee and | |||||||||
| Executive | ||||||||||
| Committee | ||||||||||
| Member — | ||||||||||
| NJPAC | ||||||||||
| Trustee — New | ||||||||||
| Jersey Symphony | ||||||||||
| Orchestra | ||||||||||
| Name, Address, and Birth Date | Position(s) Held with the Trusts | Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Directorships Held by Trustee during the Past Five Years | |||||
| Independent Trustees (continued) | ||||||||||
| Joseph W. Chow | Trustee | Since | Executive Vice | 65 | Director | |||||
| 2005 Market Street | January 2013 | President (Emerging | and Audit | |||||||
| Philadelphia, | Economies Strategies, | Committee | ||||||||
| PA 19103 | Risk and Corporate | Member – | ||||||||
| Administration) | Hercules | |||||||||
| January 1953 | Technology | |||||||||
| State Street | Capital, Inc. | |||||||||
| Corporation (July | (2004-2014) | |||||||||
| 2004 – March 2011) | ||||||||||
| John A. Fry | Trustee | Since | President – Drexel | 65 | Director – | |||||
| 2005 Market Street | January 2001 | University (August | Hershey Trust | |||||||
| Philadelphia, | 2010 – Present) | Company | ||||||||
| PA 19103 | ||||||||||
| President — Franklin | Director, Audit | |||||||||
| May 1960 | & Marshall College | Committee, and | ||||||||
| (June 2002 – | Governance | |||||||||
| July 2010) | Committee | |||||||||
| Member — | ||||||||||
| Community | ||||||||||
| Health Systems | ||||||||||
| Lucinda S. | Trustee | Since | Private Investor | 65 | None | |||||
| Landreth | March 2005 | (2004 – Present) | ||||||||
| 2005 Market Street | ||||||||||
| Philadelphia, | ||||||||||
| PA 19103 | ||||||||||
| June 1947 | ||||||||||
| Frances A. | Trustee | Since | Chief Executive | 65 | Trust Manager | |||||
| Sevilla-Sacasa | September 2011 | Officer – Banco Itau | and Audit | |||||||
| 2005 Market Street | International | Committee | ||||||||
| Philadelphia, | (April 2012 – Present) | Member – | ||||||||
| PA 19103 | Camden | |||||||||
| Executive Advisor to | Property Trust | |||||||||
| January 1956 | Dean (August 2011 – | |||||||||
| March 2012) and | ||||||||||
| Interim Dean (January | ||||||||||
| 2011 – July 2011) – | ||||||||||
| University of Miami | ||||||||||
| School of Business | ||||||||||
| Administration | ||||||||||
| Name, Address, and Birth Date | Position(s) Held with the Trusts | Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Directorships Held by Trustee during the Past Five Years | |||||
| Independent Trustees (continued) | ||||||||||
| Thomas K. | Trustee | Since | Vice Chairman | 65 | Director – | |||||
| Whitford | January 2013 | (2010 – April 2013), | HSBC Finance | |||||||
| 2005 Market Street | Chief Administration | Corporation | ||||||||
| Philadelphia, | Officer (2008 – 2010) | and HSBC | ||||||||
| PA 19103 | and Executive Vice | North American | ||||||||
| President and Chief | Holdings Inc. | |||||||||
| March 1956 | Administrative Officer | |||||||||
| (2007–2009) – | ||||||||||
| PNC Financial | ||||||||||
| Services Group | ||||||||||
| Janet L. Yeomans | Trustee | Since | Vice President and | 65 | Director, Audit | |||||
| 2005 Market Street | April 1999 | Treasurer (January | and Compliance | |||||||
| Philadelphia, | 2006 – Present), Vice | Committee | ||||||||
| PA 19103 | President — Mergers | Chair, Investment | ||||||||
| & Acquisitions | Committee | |||||||||
| July 1948 | (January 2003 – | Member, and | ||||||||
| January 2006), and | Governance | |||||||||
| Vice President (July | Committee | |||||||||
| 1995 – January 2003) | Member – | |||||||||
| 3M Corporation | Okabena | |||||||||
| Company | ||||||||||
| Chair – 3M | ||||||||||
| Investment | ||||||||||
| Management | ||||||||||
| Committee | ||||||||||
| (2005–2012) | ||||||||||
| J. Richard Zecher | Trustee | Since | Founder — Investor | 65 | Director and | |||||
| 2005 Market Street | March 2005 | Analytics (Risk | Compensation | |||||||
| Philadelphia, | Management) (May | Committee | ||||||||
| PA 19103 | 1999 – Present) | Chairperson — | ||||||||
| Investor | ||||||||||
| July 1940 | Founder — P/E | Analytics | ||||||||
| Investments (Hedge | ||||||||||
| Fund) (September | Director – P/E | |||||||||
| 1996 – Present) | Investments | |||||||||
| 1 | Mr. Coyne is | ||
| 2 | Delaware Investments®is | ||
APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
As Amended 5/16/07
As Further Amended 11/15/07
As Further Amended 5/22/08
As Further Amended 11/20/08
As Further Amended 2/16/10
As Further Amended 2/15/11
As Further Amended 5/22/13
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
DELAWARE INVESTMENTS® FAMILY OF FUNDS
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
Nominating and Corporate Governance Committee Membership
The Sub-AdviserNominating and Corporate Governance Committee (the “Committee”) shall be composed of not disclose any “nonpublic personal information” (as such term isless than three members, each of whom shall be independent as defined in Regulation S-P, includingRule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any amendments thereto) pertainingnational securities exchange on which any fund of the Delaware Investments Family of Funds (each a “Fund”) is listed, and the Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and members of the Committee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.
Board Nominations
1.Independent Directors/Trustees.Independent Directors/Trustees for the open and closed-end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the customers (as such term is definedincumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in Regulation S-P, including any amendments thereto)connection with filling vacancies that arise in between meetings of the Trusts to any third party or use such information other thanshareholders. The Committee shall evaluate candidates’ qualifications for the purpose of providing the services contemplated by this Agreement.
10. The Sub-Adviser represents, warrants and agrees that:
(a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Investment Manager of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify a Fund and the Investment Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations that do not specifically relate to the Managed Portion or the Fund shall not be required to be reported by this provision.Board membership
and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Sub-Adviser has adopted policiesCommittee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and procedureslisting standards that might impair independence, e.g., business, financial or family relationships with managers or service providers.
2.Chair of the Board. The Committee shall nominate the Chair of the Board.
3.Coordinating Trustee. The Committee shall nominate the Coordinating Trustee.
4.Committees. The Committee shall annually review the membership of and annually recommend persons to serve as chairpersons and members of each committee of the Board. The Committee shall also review the continued appropriateness of existing committees and consider the addition of new committees. The Committee shall also make recommendations for chairpersons and members of any new committee established by the Board.
5.Affiliated Directors/Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board.
6.Shareholder Recommendations. The Committee shall consider shareholder recommendations for nominations to the Board of Directors.
7.Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees and Board diversity, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.
Corporate Governance
1. The Committee shall evaluate annually the ability of each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a written codeDirector/Trustee. The Chairman of ethics complyingthe Committee shall undertake appropriate action as required based on the Committee’s evaluation.
2. The Committee shall evaluate whether a particular fund on which an Independent Trustee/Director serves is a competing mutual fund for purposes of the Policy Regarding Service on Competitive Boards.
3. The Committee shall review on an annual basis the total of each Director’s/Trustee’s investments in the Funds to monitor compliance with the requirementsPolicy Regarding Mandatory Investment in the Funds by Trustees/Directors.
Table of Rule 17j-l underContents
4. The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues.
5. The Committee shall oversee educational sessions of the 1940 Act and 204A-1 undermeetings of the Advisers Act and will provide the Investment ManagerBoard of Directors/Trustees and the purpose, content, organization and effectiveness of the orientation process for new members of the Board of Directors/Trustees.
6. At least annually, the Committee shall review the amount of compensation payable to the independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure.
7. The Committee shall monitor the performance of counsel for the independent Directors/Trustees.
8. The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees and shall review and respond, as appropriate, to shareholders who communicate with the Board of Directors/Trustees.
Other Powers and Responsibilities
1. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s).
2. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees.
3. The Committee shall review annually the Board of Directors/Trustees Policies and Practices.
4. The Committee shall review annually a copysummary and report of such policies and procedures and code of ethics, together with evidence of its adoption. InDirector/Trustee expenses reimbursed in accordance with the requirementsTravel and Entertainment Policy.
5. The Committee shall conduct an annual performance evaluation of Rule 17j-l, the Sub-AdviserCommittee.
6. The Committee shall certifyreview the annual performance evaluation of the Board and report its findings and recommendations to the Investment Manager thatCommittee of Independent Directors/Trustees.
7. The Committee shall review annually Director and Officer insurance matters and report its findings and recommendations to the Sub-Adviser has complied in all material respects withBoard.
8. The Committee shall review annually the requirements of Rule 17j-l duringcompensation for the previous yearChiefCompliance Officer and that there has been no material violationreport its findings and recommendations to the Board.
9. The Committee shall, at least annually, review the Charter of the Sub-Adviser’s codeCommittee of ethics relatingIndependent Directors/Trustees and recommend any changes to the servicesCommittee of Independent Directors/Trustees.
10. In the Sub-Adviser performs under this Agreementevent that Delaware Investments is considering a merger or if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Manager, the Sub-Adviser shall provide to the Investment Manager, its employees or its agents all information required by Rule 17j-l(c)(l) relating to the approval byother transaction and desires input from the Board of Directors/Trustees, the Sub-Adviser’s code of ethics relatingCommittee shall respond to the services the Sub-Adviser performs under this Agreement.any such inquiries.
(c)11. The Sub-Adviser has provided the Trusts and the Investment Manager with a copy of its Form ADV at least forty-eight (48) hours priorCommittee shall perform such other functions that shall be delegated to execution of this Agreement, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendmentsit from time to the Trusts and the Investment Manager at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as requiredtime by the Advisers Act.Board.
(d) APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
The Sub-Adviser will notifyfollowing table shows the Trusts and the Investment Managerdollar range of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Investment Manager, or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are the portfolio manager(s) of the Managed Portion prior to or promptly after such change. The Sub-Adviser agrees to bear all reasonable expensesshares of the Funds if any, arising outand the aggregate dollar range of an assignment of this Agreement or change in controlshares of the Sub-Adviser so longDelaware Investments® Family of Funds that are beneficially owned by each Trustee Nominee as the assignment is not by or with respect to the Investment Manager. In addition, if the Sub-Adviser shall resign on or after September 1, 2016, the Sub-Adviser agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of a proxy statement and soliciting materials or an information statement, as applicable.October 31, 2014.
(e) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage as shall be reasonably necessary in light of its obligations under this Agreement.
| Thomas L. | Ann | Patrick P. | Joseph W. | John A. | Lucinda S. | Frances A. | Thomas K. | Janet L. | J. Richard | |||||||||||
| Fund | Bennett | Borowiec | Coyne | Chow | Fry | Landreth | Sevilla-Sacasa | Whitford | Yeomans | Zecher | ||||||||||
| Delaware Cash Reserve® Fund | Over | $10,000 - | ||||||||||||||||||
| $100,000 | $50,000 | |||||||||||||||||||
| Delaware Core Plus Bond Fund | $1-$10,000 | |||||||||||||||||||
| Delaware Corporate Bond Fund | ||||||||||||||||||||
| Delaware Diversified Floating Rate Fund | Over | |||||||||||||||||||
| $100,000 | ||||||||||||||||||||
| Delaware Diversified Income Fund | $1-$10,000 | $10,001 - | ||||||||||||||||||
| $50,000 | ||||||||||||||||||||
| Delaware Dividend Income Fund | $50,001 - | Over | ||||||||||||||||||
| $100,000 | $100,000 | |||||||||||||||||||
| Delaware Emerging Markets Fund | $50,001 - | Over | $10,001 - | $50,001 - | ||||||||||||||||
| $100,000 | $100,000 | $50,000 | $100,000 | |||||||||||||||||
| Delaware Emerging Markets Debt Fund | ||||||||||||||||||||
| Delaware Extended Duration Bond Fund | ||||||||||||||||||||
| Delaware Focus Global Growth Fund | Over | |||||||||||||||||||
| $100,000 | ||||||||||||||||||||
| Delaware Foundation® Conservation | $10,001 - | |||||||||||||||||||
| Allocation Fund | $50,000 | |||||||||||||||||||
| Delaware Foundation Growth | Over | Over | ||||||||||||||||||
| Allocation Fund | $100,000 | $100,000 |
11. The Investment Manager will notify the Sub-AdviserTable of any event that would be deemed an assignmentContents
| Thomas L. | Ann | Patrick P. | Joseph W. | John A. | Lucinda S. | Frances A. | Thomas K. | Janet L. | J. Richard | |||||||||||
| Fund | Bennett | Borowiec | Coyne | Chow | Fry | Landreth | Sevilla-Sacasa | Whitford | Yeomans | Zecher | ||||||||||
| Delaware Foundation® Moderate | $10,001 - | |||||||||||||||||||
| Allocation Fund | $50,000 | |||||||||||||||||||
| Delaware Global Real Estate | ||||||||||||||||||||
| Opportunities Fund | ||||||||||||||||||||
| Delaware Global Value Fund | $10,001 - | |||||||||||||||||||
| $50,000 | ||||||||||||||||||||
| Delaware Healthcare Fund | Over | |||||||||||||||||||
| $100,000 | ||||||||||||||||||||
| Delaware High-Yield | $10,001 - | |||||||||||||||||||
| Opportunities Fund | $50,000 | |||||||||||||||||||
| Delaware Inflation Protected Bond Fund | ||||||||||||||||||||
| Delaware International Value | Over | |||||||||||||||||||
| Equity Fund | $100,000 | |||||||||||||||||||
| Delaware Limited-Term Diversified | $1-$10,000 | |||||||||||||||||||
| Income Fund | ||||||||||||||||||||
| Delaware Mid Cap Value Fund | ||||||||||||||||||||
| Delaware Minnesota High-Yield | ||||||||||||||||||||
| Municipal Bond Fund | ||||||||||||||||||||
| Delaware National High-Yield | ||||||||||||||||||||
| Municipal Bond Fund | ||||||||||||||||||||
| Delaware Select Growth Fund | ||||||||||||||||||||
| Delaware Small Cap Core Fund | $50,001 - | Over | ||||||||||||||||||
| $100,000 | $100,000 |
Table of this Agreement, with the exceptionContents
| Thomas L. | Ann | Patrick P. | Joseph W. | John A. | Lucinda S. | Frances A. | Thomas K. | Janet L. | J. Richard | |||||||||||
| Fund | Bennett | Borowiec | Coyne | Chow | Fry | Landreth | Sevilla-Sacasa | Whitford | Yeomans | Zecher | ||||||||||
| Delaware Small Cap Value Fund | Over | $50,001 - | ||||||||||||||||||
| $100,000 | $100,000 | |||||||||||||||||||
| Delaware Smid Cap Growth Fund | ||||||||||||||||||||
| Delaware Tax-Free Arizona Fund | ||||||||||||||||||||
| Delaware Tax-Free California Fund | ||||||||||||||||||||
| Delaware Tax-Free Colorado Fund | ||||||||||||||||||||
| Delaware Tax-Free Idaho Fund | ||||||||||||||||||||
| Delaware Tax-Free Minnesota Fund | ||||||||||||||||||||
| Delaware Tax-Free Minnesota | ||||||||||||||||||||
| Intermediate Fund | ||||||||||||||||||||
| Delaware Tax-Free New York Fund | ||||||||||||||||||||
| Delaware Tax-Free Pennsylvania Fund | ||||||||||||||||||||
| Delaware Tax-Free USA Fund | ||||||||||||||||||||
| Delaware Tax-Free USA | ||||||||||||||||||||
| Intermediate Fund | ||||||||||||||||||||
| Delaware U.S. Growth Fund | $50,001 - | Over | ||||||||||||||||||
| $100,000 | $100,000 | |||||||||||||||||||
| Delaware Value®Fund | Over | $50,000 - | Over | Over | ||||||||||||||||
| $100,000 | $100,000 | $100,000 | $100,000 | |||||||||||||||||
| Delaware VIP®Diversified | ||||||||||||||||||||
| Income Series |
12. The Sub-Adviser has implemented policies and procedures designed to prevent the disclosure by the Sub-Adviser, its employees or agents of the Funds’ portfolio holdings to any person or entity other than the Investment Manager, the Trusts’ custodian, or other persons expressly designated by the Investment Manager.
13. This Agreement shall extend to and bind the successors of the parties hereto. Nothing in this Agreement, express or implied, is intended to or shall (a) confer on any person other than the parties hereto and their respective successors or permitted assigns any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement, or (b) constitute the parties hereto as partners or as participants in a joint venture.
14. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15. All written notices, requests or other communications to any party hereunder shall be given to the following addresses and telecopy numbers, or such other address and telecopy number communicated to the other parties from time to time:Contents
| Ann | Patrick P. | Joseph W. | John A. | Lucinda S. | Frances A. | Thomas K. | Janet L. | J. Richard | ||||||||||||
| Fund | Borowiec | Coyne | Chow | Fry | Landreth | Sevilla-Sacasa | Whitford | Yeomans | Zecher | |||||||||||
| Delaware VIP®Emerging Markets Series | ||||||||||||||||||||
16. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person,” and “assignment” shall have the meanings given them in the 1940 Act, subject, however to such exemptions as may be granted by the SEC and its staff under the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of April [__], 2014.
| Delaware VIP®High Yield Series | ||||||||||||||||||||
| Delaware VIP®International Value | ||||||||||||||||||||
| Equity Series | ||||||||||||||||||||
| ||||||||||||||||||||
| Delaware VIP®REIT Series | $10,001 - | |||||||||||||||||||
| $50,000 | ||||||||||||||||||||
| Delaware | ||||||||||||||||||||
| Delaware VIP®Smid Cap Growth Series | $10,001 - | |||||||||||||||||||
| $50,000 | ||||||||||||||||||||
| Delaware VIP® U.S. Growth Series | ||||||||||||||||||||
| Delaware VIP® Value Series | Over | |||||||||||||||||||
| $100,000 | ||||||||||||||||||||
| The Core Plus Fixed Income Portfolio | ||||||||||||||||||||
| The Emerging Markets Portfolio | ||||||||||||||||||||
| The Emerging Markets Portfolio II | ||||||||||||||||||||
| The Focus Smid-Cap Growth | ||||||||||||||||||||
| Equity Portfolio | ||||||||||||||||||||
| The High-Yield Bond Portfolio | ||||||||||||||||||||
| The International Equity Portfolio | ||||||||||||||||||||
| Thomas L. | Ann | Patrick P. | Joseph W. | John A. | Lucinda S. | Frances A. | Thomas K. | Janet L. | J. Richard | |||||||||||
| Fund | Bennett | Borowiec | Coyne | Chow | Fry | Landreth | Sevilla-Sacasa | Whitford | Yeomans | Zecher | ||||||||||
| The Labor Select International | ||||||||||||||||||||
| Equity Portfolio | ||||||||||||||||||||
| The Large-Cap Growth Equity Portfolio | ||||||||||||||||||||
| The Large-Cap Value Equity Portfolio | ||||||||||||||||||||
| The Real Estate Investment Trust | ||||||||||||||||||||
| Portfolio (also known as Delaware | ||||||||||||||||||||
| REIT Fund) | ||||||||||||||||||||
| The Select 20 Portfolio | ||||||||||||||||||||
| Aggregate dollar range of shares of the | Over | $50,001- | Over | Over | Over | Over | $50,001- | Over | Over | Over | ||||||||||
| Delaware Investments®Family of Funds: | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 |
APPENDIX E –TRUSTEECOMPENSATION
Thefollowing tabledescribes theaggregatecompensationreceived by the currentIndependentTrustees from each Trust and the totalcompensationreceived from theDelawareInvestments® Funds for which he or she served as aTrustee for the 12-month period endedDecember 31, 2014. Only theIndependentTrusteesreceivedcompensation from the Trust.
| Frances A. | ||||||||||||||||
| Thomas L. | Joseph W. | John A. | Lucinda S. | Sevilla- | Thomas K. | Janet L. | J. Richard | |||||||||
| Trust | Bennett | Chow | Fry | Landreth | Sacasa | Whitford | Yeomans | Zecher | ||||||||
| Delaware Group®Adviser Funds | 55543.36 | 46087.89 | 44814.10 | 45043.60 | 45043.60 | 44856.99 | 49481.61 | 44423.97 | ||||||||
| Delaware Group Cash Reserve | 1398.18 | 1163.70 | 1123.65 | 1134.12 | 1134.12 | 1129.27 | 1244.53 | 1118.56 | ||||||||
| Delaware Group Equity Funds I | 32.04 | 26.51 | 25.85 | 25.97 | 25.97 | 25.82 | 28.54 | 25.62 | ||||||||
| Delaware Group Equity Funds II | 32658.56 | 26976.34 | 26470.83 | 26482.13 | 26482.13 | 26342.43 | 29118.98 | 26109.65 | ||||||||
| Delaware Group Equity Funds IV | 10528.27 | 8738.46 | 8496.86 | 8536.27 | 8536.27 | 8501.15 | 9382.38 | 8425.70 | ||||||||
| Delaware Group Equity Funds V | 22017.64 | 18225.33 | 17798.89 | 17852.79 | 17852.79 | 17762.32 | 19619.25 | 17618.03 | ||||||||
| Delaware Group Foundation Funds® | 3550.74 | 2948.89 | 2859.20 | 2879.29 | 2879.29 | 2866.67 | 3161.29 | 2844.06 | ||||||||
| Delaware Group Global & International Funds | 21168.95 | 17526.95 | 17101.74 | 17163.99 | 17163.99 | 17075.22 | 18863.2 | 16938.75 | ||||||||
| Delaware Group Government Fund | 1485.36 | 1238.82 | 1193.19 | 1204.80 | 1204.80 | 1201.65 | 1322.55 | 1187.70 | ||||||||
| Delaware Group Income Funds | 19047.20 | 15804.94 | 15362.98 | 15446.52 | 15446.52 | 15381.77 | 16965.93 | 15236.27 | ||||||||
| Delaware Group Limited-Term Government Funds | 8364.75 | 6958.72 | 6730.41 | 6783.71 | 6783.71 | 6758.32 | 7448.62 | 6692.50 | ||||||||
| Delaware Group State Tax-Free Income Trust | 3026.73 | 2512.91 | 2440.65 | 2454.64 | 2454.64 | 2445.87 | 2695.51 | 2421.22 | ||||||||
| Delaware Group Tax-Free Fund | 8170.56 | 6786.23 | 6584.43 | 6626.42 | 6626.42 | 6602.64 | 7274.90 | 6536.68 | ||||||||
| Delaware Pooled®Trust | 14570.37 | 12093.34 | 11742.10 | 11814.89 | 11814.89 | 11757.77 | 12977.12 | 11662.02 | ||||||||
| Delaware VIP®Trust | 50412.50 | 41808.76 | 40677.71 | 40880.18 | 40880.18 | 40698.55 | 44905.56 | 40336.04 | ||||||||
| Voyageur Insured Funds | 550.97 | 457.56 | 444.10 | 446.82 | 446.82 | 445.27 | 490.61 | 440.79 | ||||||||
| Voyageur Intermediate Tax Free Funds | 654.22 | 543.01 | 527.53 | 530.56 | 530.56 | 528.56 | 582.58 | 523.32 | ||||||||
| Voyageur Mutual Funds | 6521.01 | 5401.65 | 5270.25 | 5288.28 | 5288.28 | 5265.96 | 5809.94 | 5214.71 | ||||||||
| Voyageur Mutual Funds II | 1222.14 | 1014.57 | 985.60 | 991.13 | 991.13 | 987.53 | 1088.49 | 977.47 | ||||||||
| Voyageur Mutual Funds III | 6683.23 | 5549.12 | 5388.57 | 5418.40 | 5418.40 | 5394.53 | 5954.36 | 5351.51 | ||||||||
| Voyageur Tax Free Funds | 3513.33 | 2917.50 | 2832.41 | 2849.28 | 2849.28 | 2839.00 | 3128.87 | 2810.42 | ||||||||
| TOTAL – 12-month period ended December 31, 2014 | 271,120.11 | 224,781.20 | 218,871.05 | 219,853.79 | 219,853.79 | 218,867.29 | 241,544.82 | 216,894.99 |
APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS
| Principal | ||||||
| Position(s) | Occupation(s) | |||||
| Name, Address, | Held with | Length of | During Past | |||
| and Birth Date | the Trusts | Time Served | 5 Years | |||
| Patrick P. Coyne1 | Chairman, | Chairman and Trustee | Patrick P. Coyne has | |||
| 2005 Market Street | President, Chief | since August 16, 2006 | served in various executive | |||
| Philadelphia, | Executive Officer, | capacities at different times | ||||
| PA 19103 | and Trustee | President and Chief Executive | at Delaware Investments.2 | |||
| Officer since August 1, 2006 | ||||||
| April 1963 | ||||||
| David F. Connor | Senior Vice | Senior Vice President | David F. Connor has served | |||
| 2005 Market Street | President, Deputy | since May 2013; Deputy | as Deputy General Counsel | |||
| Philadelphia, | General Counsel, | General Counsel since | of Delaware Investments | |||
| PA 19103 | and Secretary | September 2000; Secretary | since 2000. | |||
| since October 2005 | ||||||
| December 1963 | ||||||
| Daniel V. Geatens | Vice President | Treasurer since October 2007 | Daniel V. Geatens has | |||
| 2005 Market Street | and Treasurer | served in various capacities | ||||
| Philadelphia, | at different times at | |||||
| PA 19103 | Delaware Investments. | |||||
| October 1972 | ||||||
| David P. O’Connor | Executive Vice | Executive Vice President | David P. O’Connor has | |||
| 2005 Market Street | President, General | since February 2012; General | served in various executive | |||
| Philadelphia, | Counsel, and Chief | Counsel and Chief Legal | and legal capacities | |||
| PA 19103 | Legal Officer | Officer since October 2005 | at different times at | |||
| Delaware Investments. | ||||||
| February 1966 | ||||||
| Richard Salus | Senior Vice | Chief Financial Officer | Richard Salus has served in | |||
| 2005 Market Street | President and Chief | since November 2006 | various executive capacities | |||
| Philadelphia, | Financial Officer | at different times at | ||||
| PA 19103 | Delaware Investments. | |||||
| October 1963 | ||||||
| 1 | Patrick P. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC. | |
| 2 | Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment advisor, principal underwriter, and transfer agent. | |
APPENDIX G – AUDITOR INFORMATION
The following table shows, for each Trust:
Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by PwC for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by PwC in connection with statutory and regulatory filings or engagements for those fiscal years.
Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by PwC for tax compliance, tax advice and tax planning.
Affiliate Audit-Related Fees. The aggregate fees billed by PWC for services relating to the performance of the audit of the financial statements of DMC and other service providers under common control with DMC and that relate directly to the operations or financial reporting of the Trusts.
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by PwC for services rendered to the Trusts and to DMC and other service providers under common control with DMC.
| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit-Related | Non-Audit | |||||
| Trust | Fees | Fees | Fees | Fees | ||||
| Delaware Group®Adviser Funds | ||||||||
| 10/31/14 | 97,615.00 | 16,434.00 | ||||||
| 10/31/13 | 117,640.00 | 21,650.00 | ||||||
| Delaware Group Cash Reserve | ||||||||
| 3/31/14 | 28,000.00 | 3,160.00 | ||||||
| 3/31/13 | 24,835.00 | 3,000.00 | ||||||
| Delaware Group Equity Funds I | ||||||||
| 10/31/14 | 26,259.90 | 4,740.00 | ||||||
| 10/31/13 | 23,035.00 | 4,500.00 | ||||||
| Delaware Group Equity Funds II | ||||||||
| 11/30/14 | 26,750.00 | 4,741.00 | ||||||
| 11/30/13 | 23,435.00 | 4,500.00 | ||||||
| Delaware Group Equity Funds IV | ||||||||
| 9/30/14 | 54,000.00 | 9,480.00 | ||||||
| 9/30/13 | 47,170.00 | 9,000.00 | ||||||
| Delaware Group Equity Funds V | ||||||||
| 11/30/14 | 87,789.80 | 14,223.00 | ||||||
| 11/30/13 | 77,405.00 | 13,500.00 | ||||||
| Delaware Group Foundation Funds® | ||||||||
| 9/30/14 | 124,605.00 | 15,327.00 | ||||||
| 9/30/13 | 109,305.00 | 14,550.00 |
| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit-Related | Non-Audit | |||||
| Trust | Fees | Fees | Fees | Fees | ||||
| Delaware Group® Global & International Funds | ||||||||
| 11/30/14 | 108,800.00 | 29,605.00 | ||||||
| 11/30/13 | 123,675.00 | 28,100.00 | ||||||
| Delaware Group Government Fund | ||||||||
| 7/31/14 | 114,004.80 | 13,218.00 | ||||||
| 7/31/13 | 67,970.00 | 9,700.00 | ||||||
| Delaware Group Income Funds | ||||||||
| 7/31/14 | 186,019.80 | 25,545.00 | ||||||
| 7/31/13 | 163,175.00 | 24,250.00 | ||||||
| Delaware Group Limited-Term | ||||||||
| Government Funds | ||||||||
| 12/31/14 | 40,400.00 | 5,109.00 | ||||||
| 12/31/13 | 35,435.00 | 4,850.00 | ||||||
| Delaware Group State Tax-Free Income Trust | ||||||||
| 8/31/14 | 34,125.00 | 4,214.00 | ||||||
| 8/31/13 | 29,935.00 | 4,000.00 | ||||||
| Delaware Group Tax-Free Fund | ||||||||
| 8/31/14 | 69,160.00 | 8,428.00 | ||||||
| 8/31/13 | 60,670.00 | 8,000.00 | ||||||
| Delaware Pooled®Trust | ||||||||
| 10/31/14 | 303,684.90 | 58,785.00 | ||||||
| 10/31/13 | 317,855.00 | 65,150.00 | ||||||
| Delaware VIP®Trust | ||||||||
| 12/31/14 | 290,521.00 | 51,832.00 | ||||||
| 12/31/13 | 254,850.00 | 49,200.00 | ||||||
| Voyageur Insured Funds | ||||||||
| 8/31/14 | 34,125.00 | 4,214.00 | ||||||
| 8/31/13 | 29,935.00 | 4,000.00 | ||||||
| Voyageur Intermediate Tax Free Funds | ||||||||
| 8/31/14 | 34,125.00 | 4,214.00 | ||||||
| 8/31/13 | 29,935.00 | 4,000.00 | ||||||
| Voyageur Mutual Funds | ||||||||
| 8/31/14 | 171,080.00 | 21,070.00 | ||||||
| 8/31/13 | 150,075.00 | 20,000.00 | ||||||
| Voyageur Mutual Funds II | ||||||||
| 8/31/14 | 34,125.00 | 4,214.00 | ||||||
| 8/31/13 | 29,935.00 | 4,000.00 | ||||||
| Voyageur Mutual Funds III | ||||||||
| 10/31/14 | 26,715.00 | 9,482.00 | ||||||
| 10/31/13 | 45,670.00 | 9,000.00 | ||||||
| Voyageur Tax Free Funds | ||||||||
| 8/31/14 | 34,125.00 | 4,214.00 | ||||||
| 8/31/13 | 29.935.00 | 4,000.00 |
APPENDIX H – PRE-APPROVAL POLICIES AND PROCEDURES
The Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth below.
AUDIT COMMITTEE OF THE
DELAWARE INVESTMENTS® FAMILY OF FUNDS
PROCEDURES FOR ENGAGEMENT OF
INDEPENDENT AUDITORS
FOR AUDIT AND NON-AUDIT SERVICES
I.Objective
These procedures (the “Procedures”) set forth the understanding of the Audit Committee of the Delaware Investments Family of Funds (the “Funds”) regarding the retention of the Funds’ independent auditors (the “Auditors”) to provide: (i) audit and permissible non-audit services to the Funds; (ii) non-audit services to the Funds’ investment advisers, and to any “control affiliates” (as defined below) of such investment advisers, that relate directly to the Funds’ operations or financial reporting; and (iii) certain other non-audit services to the Funds’ investment advisers and their control affiliates. The purpose of these Procedures is to ensure the Auditors’ independence and objectivity with respect to their audit services to the Funds.
II.Approval Procedures
A.Services provided to the Funds.
The engagement of the Auditors to provide audit or non-audit services to the Funds (referred to herein as “Fund Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement.
The engagement of the Auditors to provide the Fund Services listed on Annex I-A hereto, which include services customarily required by one or more of the Funds in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund Services not previously pre-approved at a meeting of the Audit Committee, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).
B.Fund-related services provided to Adviser entities.
The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser” is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as “Adviser entities”) for purposes of these Procedures.
The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund-Related Adviser Services not previously pre-approved at a meeting of the Audit Committee, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).
C.Certain other services provided to Adviser entities.
The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement
exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees.
III.Internal Controls
The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees that are required to be disclosed annually in compliance with Independence Standards Board No. 1.
The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above.
IV.Pre-Approval Process
Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows:
V.Scope of Procedures
These Procedures shall apply to both direct and indirect engagements of the Auditors. Indirect engagements are situations where the Auditors are engaged by a service provider to a Fund or Adviser entity at an Adviser entity’s explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity).
VI.Periodic Certification by Auditors
In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures.
VII.Amendments; Annual Approval by Audit Committee
These Procedures may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the Auditors and DMC. These Procedures shall be reviewed and approved at least annually by the Audit Committee. Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of such approval.
Initially Approved: December 15, 2005
Last Approved: August 19, 2014
ANNEX I-A
Pre-Approved Fund Services
| Service | Range of Fees | |
| Audit Services | ||
| Statutory audits or financial audits for new Funds | up to $40,000 per Fund | |
| Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters | up to $10,000 per Fund | |
| Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”) | up to $25,000 in the aggregate | |
| Audit-Related Services | ||
| Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”) | up to $25,000 in the aggregate | |
| Tax Services | ||
| U.S. federal, state and local and international tax planning and advice (e.g., consulting on | up to $25,000 in the aggregate | |
| U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) | up to $5,000 per Fund | |
| Review of federal, state, local and international income, franchise and other tax returns | up to $5,000 per Fund | |
ANNEX I-B
Pre-Approved Fund-Related Adviser Services
| Service | Range of Fees | |
| Non-Audit Services | ||
| Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters | up to $10,000 in the aggregate |
ANNEX II
Delaware Management Business Trust
Delaware Distributors, L.P.
Delaware Investments Fund Service Company
Delaware Service Company, Inc.
Retirement Financial Services, Inc.
Macquarie Capital Investment Management LLC
Jackson Square Partners, LLC
APPENDIX I – TRUSTEES AND OFFICERS OF DMC
The following persons have held the following positions with the Trusts and with DMC during the past two years. The principal business address of each is 2005 Market Street, Philadelphia, Pennsylvania 19103-7094.
| Item 31. | Business and Other Connections of the Investment Adviser. | |
Delaware Management Company (the “Manager”), a series of Delaware Management Business Trust, serves as investment manager to the Registrant and also serves as investment manager or sub-advisor to certain of the other funds in the Delaware Investments® Funds (Delaware Group® Adviser Funds, Delaware Group Cash Reserve, Delaware Group Equity Funds I, Delaware Group Equity Funds II, Delaware Group Equity Funds IV, Delaware Group Equity Funds V, Delaware Group Foundation Funds, Delaware Group Global & International Funds, Delaware Group Government Fund, Delaware Group Income Funds, Delaware Group Limited-Term Government Funds, Delaware Group State Tax-Free Income Trust, Delaware Group Tax-Free Fund, Delaware Pooled® Trust, Delaware VIP® Trust, Voyageur Insured Funds, Voyageur Intermediate Tax Free Funds, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III, Voyageur Tax Free Funds, Delaware Investments Dividend and Income Fund, Inc., Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments National Municipal Income Fund, Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Enhanced Global Dividend and Income Fund) and the Optimum Fund Trust, as well as to certain non-affiliated registered investment companies. In addition, certain officers of the Manager also serve as trustees and/or officers of other Delaware Investments Funds and Optimum Fund Trust. A company indirectly owned by the Manager’s parent company acts as principal underwriter to the mutual funds in the Delaware Investments Funds (see Item 32 below) and another such company acts as the shareholder services, dividend disbursing, accounting servicing and transfer agent for all of the Delaware Investments Funds. Unless otherwise noted, the following persons serving as directors or officers of the Manager have held the following positions during the [Trust]’s past two fiscal years. Unless otherwise noted, the principal business address of the directors and officers of the Manager is 2005 Market Street, Philadelphia, PA 19103-7094. |
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Patrick P. Coyne | President | Chairman/President/Chief | Mr. Coyne has served | |||
| Executive Officer | in various executive | |||||
| capacities within | ||||||
| Delaware Investments | ||||||
| Michael J. Hogan | Executive Vice | Executive Vice | Mr. Hogan has served | |||
| President/Head of Equity | President/Head of Equity | in various executive | ||||
| Investments | Investments | capacities within | ||||
| Delaware Investments | ||||||
| David P. O’Connor | Executive Vice | Executive Vice | Mr. O’Connor has served | |||
| President/Strategic | President/Strategic | in various executive | ||||
| Investment Relationships | Investment Relationships | capacities within | ||||
| and Initiatives/General | and Initiatives/General | Delaware Investments | ||||
| Counsel | Counsel | |||||
| Senior Vice | ||||||
| President/Strategic | ||||||
| Investment Relationships | ||||||
| and Initiatives/General | ||||||
| Counsel/Optimum | ||||||
| Fund Trust | ||||||
| See Yeng Quek | Executive Vice | Executive Vice | Mr. Quek has served | |||
| President/Managing | President/Managing | in various executive | ||||
| Director/Head of Fixed | Director/Head of Fixed | capacities within | ||||
| Income Investments | Income Investments | Delaware Investments | ||||
| Philip N. Russo | Executive Vice | None | Mr. Russo has served | |||
| President/Chief | in various executive | |||||
| Administrative Officer | capacities within | |||||
| Delaware Investments | ||||||
| Joseph R. Baxter | Senior Vice | Senior Vice | Mr. Baxter has served in | |||
| President/Head of | President/Head of | various capacities within | ||||
| Municipal Bond | Municipal Bond | Delaware Investments | ||||
| Department/Senior | Department/Senior | |||||
| Portfolio Manager | Portfolio Manager | |||||
| Christopher S. Beck | Senior Vice | Senior Vice | Mr. Beck has served in | |||
| President/Chief | President/Chief | various capacities within | ||||
| Investment Officer— | Investment Officer - | Delaware Investments | ||||
| Small Cap Value/ | Small Cap Value/Mid-Cap | |||||
| Mid-Cap Value Equity | Value Equity | |||||
| Michael P. Buckley | Senior Vice | Senior Vice | Mr. Buckley has served in | |||
| President/Director of | President/Director of | various capacities within | ||||
| Municipal Research | Municipal Research | Delaware Investments | ||||
| Stephen J. Busch | Senior Vice | Senior Vice | Mr. Busch has served in | |||
| President/Investment | President/Investment | various capacities within | ||||
| Accounting | Accounting | Delaware Investments | ||||
| Michael F. Capuzzi | Senior Vice | Senior Vice | Mr. Capuzzi has served in | |||
| President/Investment | President/Investment | various capacities within | ||||
| Systems | Systems | Delaware Investments | ||||
A-15
LIST OF REGISTRANTS AND THEIR RESPECTIVE SERIES
Delaware Group® Adviser FundsDelaware U.S. Growth Fund
Delaware Group Equity Funds IVDelaware Smid Cap Growth Fund
Delaware Group Global and International FundsDelaware Focus Global Growth Fund
Voyageur Mutual Funds IIIDelaware Select Growth Fund
Delaware Pooled Trust®The Large-Cap Growth Equity PortfolioThe Focus Smid-Cap Growth Equity PortfolioThe Select 20 Portfolio
Delaware VIP® TrustDelaware VIP U.S. Growth SeriesDelaware VIP Smid Cap Growth Series
Delaware Group Foundation Funds®Delaware Foundation® Growth Allocation FundDelaware Foundation Moderate Allocation FundDelaware Foundation Conservative Allocation Fund
Ex. A-1
EXHIBIT B
FEE SCHEDULE
| Positions and Offices | Positions and Offices | Other Positions and | ||||
| Business Address | with Registrant | Offices Held | ||||
| Liu-Er Chen | Senior Vice | Senior Vice | Mr. Chen has served in | |||
| Investment Officer, | Delaware Investments | |||||
| Emerging Markets and | Emerging Markets and | |||||
| Healthcare | Healthcare | |||||
| David F. Connor | Senior Vice | Senior Vice | Mr. Connor has served in | |||
| President/Deputy General | President/Deputy General | various capacities within | ||||
| Counsel/Secretary | Counsel/Secretary | Delaware Investments | ||||
| Vice President/Deputy | ||||||
| General Counsel/ | ||||||
| Secretary – Optimum | ||||||
| Fund Trust | ||||||
| Stephen J. Czepiel | Senior Vice | Senior Vice | Mr. Czepiel has served in | |||
| President/Senior | President/Senior Portfolio | various capacities within | ||||
| Portfolio Manager | Manager | Delaware Investments | ||||
| Craig C. Dembek | Senior Vice | Senior Vice | Mr. Dembek has served in | |||
| President/Co-Head of | President/Co-Head of | various capacities within | ||||
| Credit Research/Senior | Credit Research/Senior | Delaware Investments | ||||
| Research Analyst | Research Analyst | |||||
| Roger A. Early | Managing Director, | Managing Director, | Mr. Early has served in | |||
| Co-Head of Fixed Income | Co-Head of Fixed Income | various capacities within | ||||
| Investments, Senior | Investments, Senior | Delaware Investments | ||||
| Vice President/Co-Chief | Vice President/Co-Chief | |||||
| Investment Officer— | Investment Officer-Total | |||||
| Total Return Fixed | Return Fixed Income | |||||
| Income Strategy | Strategy | |||||
| Stuart M. George | Senior Vice | Senior Vice | Mr. George has served in | |||
| President/Head of Equity | President/Head of | various capacities within | ||||
| Trading | Equity Trading | Delaware Investments | ||||
| Gregory A. Gizzi | Senior Vice | Senior Vice | Mr. Gizzi has served in | |||
| President/Senior | President/Senior | various capacities with | ||||
| Portfolio Manager | Portfolio Manager | Delaware Investments | ||||
| Edward Gray | Senior Vice | Senior Vice | Mr. Gray has served in | |||
| President/Chief | President/Chief | various capacities within | ||||
| Investment Officer— | Investment Officer – | Delaware Investments | ||||
| Global and International | Global and | |||||
| Value Equity | International | |||||
| Value Equity | ||||||
| Paul Grillo | Senior Vice | Senior Vice | Mr. Grillo has served in | |||
| President/Co-Chief | President/Co-Chief | various capacities within | ||||
| Investment Officer— | Investment Officer— | Delaware Investments | ||||
| Total Return Fixed | Total Return Fixed | |||||
| Income Strategy | Income Strategy | |||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Sharon Hill | Senior Vice | Senior Vice | Ms. Hill has served in | |||
| President/Head of Equity | President/Head of | various capacities within | ||||
| Quantitative Research | Equity Quantitative | Delaware Investments | ||||
| and Analytics | Research and Analytics | |||||
| James L. Hinkley | Senior Vice | Senior Vice | Mr. Hinkley has served in | |||
| President/Head of | President/Head of | various capacities within | ||||
| Product Management | Product Management | Delaware Investments | ||||
| Kashif Ishaq | Senior Vice | Senior Vice | Mr. Ishaq has served in | |||
| President/Head of | President/Head of | various capacities within | ||||
| Investment Grade | Investment Grade | Delaware Investments | ||||
| Corporate Bond Trading | Corporate Bond Trading | |||||
| Paul Matlack | Senior Vice | Senior Vice | Mr. Matlack has served in | |||
| President/Senior | President/Senior Portfolio | various capacities within | ||||
| Portfolio Manager/Fixed | Manager/Fixed Income | Delaware Investments | ||||
| Income Strategist | Strategist | |||||
| Christopher McCarthy | Senior Vice | Senior Vice | Mr. McCarthy has | |||
| President/Financial | President/Financial | served in various | ||||
| Institutions Sales | Institutions Sales | capacities within | ||||
| Delaware Investments | ||||||
| John P. McCarthy | Senior Vice | Vice President/Senior | Mr. McCarthy has | |||
| President/Co-Head of | Research Analyst | served in various | ||||
| Credit Research/Senior | capacities within | |||||
| Research Analyst | Delaware Investments | |||||
| Brian McDonnell | Senior Vice | Senior Vice | Mr. McDonnell has | |||
| President/Senior | President/Senior | served in various | ||||
| Portfolio Manager/Senior | Portfolio Manager/Senior | capacities within | ||||
| Structured Products | Structured Products | Delaware Investments | ||||
| Analyst/Trader | Analyst/Trader | |||||
| Timothy D. McGarrity | Senior Vice | Senior Vice | Mr. McGarrity has | |||
| President/Financial | President/Financial | served in various | ||||
| Services Officer | Services Officer | capacities within | ||||
| Delaware Investments | ||||||
| Francis X. Morris | Senior Vice | Senior Vice | Mr. Morris has served in | |||
| President/Chief | President/Chief | various capacities within | ||||
| Investment Officer - | Investment Officer - | Delaware Investments | ||||
| Core Equity | Core Equity | |||||
| Brian L. Murray, Jr. | Senior Vice | Senior Vice | Mr. Murray has served in | |||
| President/Chief | President/Chief | various capacities within | ||||
| Compliance Officer | Compliance Officer | Delaware Investments | ||||
| Susan L. Natalini | Senior Vice | Senior Vice | Ms. Natalini has served in | |||
| President/Head of Equity | President/Head of | various capacities within | ||||
| and Fixed Income | Equity and Fixed | Delaware Investments | ||||
| Business Operations | Income Business | |||||
| Operations | ||||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| D. Tysen Nutt | Senior Vice | Senior Vice | Mr. Nutt has served in | |||
| President/Senior Portfolio | President/Senior Portfolio | various capacities within | ||||
| Manager/Team Leader | Manager/Team Leader | Delaware Investments | ||||
| Philip O. Obazee | Senior Vice | Senior Vice | Mr. Obazee has served in | |||
| President/Structured | President/Structured | various capacities within | ||||
| Products and Derivatives | Products and Derivatives | Delaware Investments | ||||
| Terrance M. O’Brien | Senior Vice | Senior Vice | Mr. O’Brien has served | |||
| President/Head of Fixed | President/Head of Fixed | in various capacities with | ||||
| Income Quantitative | Income Quantitative | Delaware Investments | ||||
| Analysis Department | Analysis Department | |||||
| Marlene Petter | Senior Vice | Senior Vice | Ms. Petter has served in | |||
| President/Marketing | President/Marketing | various capacities within | ||||
| Communications | Communications | Delaware Investments | ||||
| Richard Salus | Senior Vice | Senior Vice | Mr. Salus has served in | |||
| President/Controller/ | President/Chief Financial | various capacities within | ||||
| Treasurer | Officer | Delaware Investments | ||||
| Senior Vice President/ | ||||||
| Chief Financial Officer – | ||||||
| Optimum Fund Trust | ||||||
| Christopher M. Testa | Senior Vice | Senior Vice | Mr. Testa has served in | |||
| President/Senior | President/Senior | various capacities within | ||||
| Portfolio Manager since | Portfolio Manager since | Delaware Investments | ||||
| January 2014 | January 2014 | |||||
| Babak Zenouzi | Senior Vice | Senior Vice | Mr. Zenouzi has served in | |||
| President/Chief | President/Chief | various capacities within | ||||
| Investment Officer— | Investment Officer- | Delaware Investments | ||||
| Real Estate Securities | Real Estate Securities | |||||
| and Income Solutions | and Income Solutions | |||||
| Gary T. Abrams | Vice President/Senior | Vice President/Senior | Mr. Abrams has served in | |||
| Equity Trader | Equity Trader | various capacities within | ||||
| Delaware Investments | ||||||
| Christopher S. Adams | Vice President/Senior | Vice President/Senior | Mr. Adams has served in | |||
| Portfolio Manager | Portfolio Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Damon J. Andres | Vice President/Senior | Vice President/Senior | Mr. Andres has served in | |||
| Portfolio Manager | Portfolio Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Wayne A. Anglace | Vice President/Senior | Vice President/Senior | Mr. Anglace has served in | |||
| Portfolio Manager | Portfolio Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Margaret MacCarthy | Vice President/ | Vice President/ | Ms. Bacon has served in | |||
| Bacon | Investment Specialist | Investment Specialist | various capacities within | |||
| Delaware Investments | ||||||
| Patricia L. Bakely | Vice President/Assistant | Vice President/Assistant | Ms. Bakely has served in | |||
| Controller | Controller | various capacities within | ||||
| Delaware Investments | ||||||
| Kristen E. | Vice President/Senior | Vice President/Senior | Ms. Bartholdson has | |||
| Bartholdson-Peter | Portfolio Manager | Portfolio Manager | served in various | |||
| capacities within | ||||||
| Delaware Investments | ||||||
| Todd Bassion | Vice President/Portfolio | Vice President/Portfolio | Mr. Bassion has served in | |||
| Manager | Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Jo Anne Bennick | Vice President/15(c) | Vice President/15(c) | Ms. Bennick has served in | |||
| Reporting | Reporting | various capacities within | ||||
| Delaware Investments | ||||||
| Richard E. Biester | Vice President/Senior | Vice President/Senior | Mr. Biester has served in | |||
| Equity Trader | Equity Trader | various capacities within | ||||
| Delaware Investments | ||||||
| Sylvie S. Blender | Vice President/Financial | Vice President/Financial | Ms. Blender has served in | |||
| Institutions Client | Institutions Client | various capacities within | ||||
| Services | Services | Delaware Investments | ||||
| Kevin Bock | Vice President/Municipal | Vice President/Municipal | Mr. Bock has served in | |||
| Credit Analyst | Credit Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Zoe Bradley | Vice President/Municipal | Vice President/Municipal | Ms. Bradley has served in | |||
| Bond Portfolio Analyst | Bond Portfolio Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Vincent A. Brancaccio | Vice President/Senior | Vice President/Senior | Mr. Brancaccio has | |||
| Equity Trader | Equity Trader | served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| Adam H. Brown | Vice President/Portfolio | Vice President/Portfolio | Mr. Brown has served in | |||
| Manager | Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Carolyn Brown-Jordan | Vice President/ | Vice President/ | Ms. Brown-Jordan | |||
| Investment Accounting | Investment Accounting | has served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| McAfee S. Burke | Vice President/Senior | Vice President/Senior | Mr. Burke has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Mathew J. Calabro | Vice President/Deputy | Vice President/Deputy | Mr. Calabro has served in | |||
| Chief Compliance | Chief Compliance Officer | various capacities within | ||||
| Officer | Delaware Investments | |||||
| Vice President/Chief | ||||||
| Compliance Officer - | ||||||
| Optimum Fund Trust | ||||||
| Mary Ellen M. Carrozza | Vice President/Client | Vice President/Client | Ms. Carrozza has served in | |||
| Services | Services | various capacities within | ||||
| Delaware Investments | ||||||
| Steven G. Catricks | Vice President/Portfolio | Vice President/Portfolio | Mr. Catricks has served in | |||
| Manager/Equity Analyst | Manager/Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Wen-Dar Chen | Vice President/Portfolio | Vice President/Portfolio | Mr. Chen has served in | |||
| Manager—International | Manager - International | various capacities within | ||||
| Debt | Debt | Delaware Investments | ||||
| Anthony G. Ciavarelli | Vice President/Associate | Vice President/Associate | Mr. Ciavarelli has | |||
| General Counsel/ | General Counsel/ | served in various | ||||
| Assistant Secretary | Assistant Secretary | capacities within | ||||
| Delaware Investments | ||||||
| Sean Conner | Vice President/Director | Vice President/Director | Mr. Connor has served in | |||
| of Fixed Income Product | of Fixed Income Product | various capacities within | ||||
| Management | Management | Delaware Investments | ||||
| Michael Costanzo | Vice President/ | Vice President/ | Mr. Costanzo has served in | |||
| Performance Analyst | Performance Analyst | various capacities within | ||||
| Manager | Manager | Delaware Investments | ||||
| Kishor K. Daga | Vice President/ | Vice President/ | Mr. Daga has served in | |||
| Institutional Account | Institutional Account | various capacities within | ||||
| Services | Services | Delaware Investments | ||||
| Cori E. Daggett | Vice President/Associate | Vice President/Associate | Ms. Daggett has served in | |||
| General Counsel/ | General Counsel/ | various capacities within | ||||
| Assistant Secretary | Assistant Secretary | Delaware Investments | ||||
| Ion Dan | Vice President/Senior | Vice President/Senior | Mr. Dan has served in | |||
| Structured Products | Structured Products | various capacities within | ||||
| Analyst/Trader | Analyst/Trader | Delaware Investments | ||||
| Guido DeAscanis III | Vice President/Senior | Vice President/Senior | Mr. DeAscanis has | |||
| Credit Research Analyst | Credit Research Analyst | served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| Kevin C. Donegan | Vice President/Head of | Vice President/Head of | Mr. Donegan has served in | |||
| Business Manager | Business Manager | various capacities within | ||||
| Delaware Investments | ||||||
| and/or its affiliates | ||||||
| since 1994 | ||||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Camillo D’Orazio | Vice President/Ex-US | Vice President/Ex-US | Mr. D’Orazio has served in | |||
| Client Service Officer | Client Service Officer | various capacities within | ||||
| Delaware Investments | ||||||
| Michael E. Dresnin | Vice President/Associate | Vice President/Associate | Mr. Dresnin has served in | |||
| General Counsel/ | General Counsel/ | various capacities within | ||||
| Assistant Secretary | Assistant Secretary | Delaware Investments | ||||
| Joel A. Ettinger | Vice President/Taxation | Vice President – Taxation | Mr. Ettinger has served in | |||
| various capacities within | ||||||
| Delaware Investments | ||||||
| Richard J. Filip | Vice President/Portfolio | Vice President/Portfolio | Mr. Filip has served in | |||
| Analyst/Trader- | Analyst/Trader- | various capacities within | ||||
| Convertible and | Convertible and | Delaware Investments | ||||
| Municipal Strategies | Municipal Strategies | |||||
| Michelle Finder | Vice President/Senior | Vice President/Senior | Ms. Finder has served in | |||
| Credit Research Analyst | Credit Research Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Joseph Fiorilla | Vice President – Trading | Vice President – Trading | Mr. Fiorilla has served in | |||
| Operations | Operations | various capacities within | ||||
| Delaware Investments | ||||||
| Charles E. Fish | Vice President/Senior | Vice President/Senior | Mr. Fish has served in | |||
| Equity Trader | Equity Trader | various capacities within | ||||
| Delaware Investments | ||||||
| Clifford M. Fisher | Vice President/Municipal | Vice President/Municipal | Mr. Fisher has served in | |||
| Credit Analyst | Credit Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Patrick Foley | Vice President/Director | Vice President/Director | Mr. Foley has served in | |||
| of Equity Product | of Equity Product | various capacities within | ||||
| Management | Management | Delaware Investments | ||||
| Denise A. Franchetti | Vice President/Portfolio | Vice President/Portfolio | Ms. Franchetti has | |||
| Manager/Senior | Manager/Senior Research | served in various | ||||
| Research Analyst | Analyst | capacities within | ||||
| Delaware Investments | ||||||
| Lawrence G. Franko | Vice President/Senior | Vice President/Senior | Mr. Franko has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Eric Frei | Vice President/ | Vice President/ | Mr. Frei has served in | |||
| Government and | Government and Agency | various capacities within | ||||
| Agency Analyst/Trader | Analyst/Trader | Delaware Investments | ||||
| Michael Friedman | Vice President/Senior | Vice President/Senior | Mr. Friedman has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Mark Frymiare | Vice President/ | Vice President/Marketing | Mr. Frymiare has served in | |||
| Marketing Support | Support Services | various capacities within | ||||
| Services | Delaware Investments | |||||
| Daniel V. Geatens | Vice President/ | Vice President/Treasurer | Mr. Geatens has served in | |||
| Director of Financial | various capacities within | |||||
| Administration | Delaware Investments | |||||
| Vice President/Treasurer – | ||||||
| Optimum Fund Trust | ||||||
| Christopher Gowlland | Vice President/Senior | Vice President/Senior | Mr. Gowlland has | |||
| Quantitative Analyst | Quantitative Analyst | served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| David J. Hamilton | Vice President/Credit | Vice President/Credit | Mr. Hamilton has | |||
| Research Analyst | Research Analyst | served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| Brian Hannon | Vice President/High Yield | Vice President/High Yield | Mr. Hannon has served in | |||
| Trader since April 2013 | Trader since April 2013 | various capacities within | ||||
| Delaware Investments | ||||||
| Scott Hastings | Vice President/Senior | Vice President/Senior | Mr. Hastings has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Duane Hewlett | Vice President/ | Vice President/Structured | Mr. Hewlett has served in | |||
| Structured Product | Product Analyst/Trader | various capacities within | ||||
| Analyst/Trader | Delaware Investments | |||||
| J. David Hillmeyer | Vice President/Senior | Vice President/Senior | Mr. Hillmeyer has | |||
| Portfolio Manager | Portfolio Manager | served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| Jerel A. Hopkins | Vice President/Associate | Vice President/Associate | Mr. Hopkins has served in | |||
| General Counsel/ | General Counsel/ | various capacities within | ||||
| Assistant Secretary | Assistant Secretary | Delaware Investments | ||||
| Chungwei Hsia | Vice President/Emerging | Vice President/Emerging | Mr. Hsia has served in | |||
| and Developed Markets | and Developed Markets | various capacities within | ||||
| Analyst | Analyst | Delaware Investments | ||||
| Cynthia Isom | Vice President/Portfolio | Vice President/Portfolio | Ms. Isom has served in | |||
| Manager | Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Stephen M. Juszczyszyn | Vice President/Portfolio | Vice President/Portfolio | Mr. Juszczyszyn has | |||
| Manager/Senior | Manager/Senior | served in various | ||||
| Structured Products | Structured Products | capacities within | ||||
| Analyst/Trader | Analyst/Trader | Delaware Investments | ||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| William F. Keelan | Vice President/Senior | Vice President/Senior | Mr. Keelan has served in | |||
| Quantitative Analyst | Quantitative Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Nancy Keenan | Vice President/Domestic | Vice President/Domestic | Ms. Keenan has served in | |||
| Equity, Senior Product | Equity, Senior Product | various capacities within | ||||
| Manager | Manager | Delaware Investments | ||||
| Colleen Kneib | Vice President/Municipal | Vice President/Municipal | Ms. Kneib has served in | |||
| Credit Analyst | Credit Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Daniel Ko | Vice President/Senior | Vice President/Senior | Mr. Ko has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Anu B. Kothari | Vice President/Senior | Vice President/Senior | Ms. Kothari has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Nikhil G. Lalvani | Vice President/Senior | Vice President/Senior | Mr. Lalvani has served in | |||
| Portfolio Manager | Portfolio Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Jamie LaScala | Vice President/Global | Vice President/Global | Ms. LaScala has served in | |||
| Equities/Senior Product | Equities/Senior Product | various capacities within | ||||
| Manager | Manager | Delaware Investments | ||||
| Kevin Lam | Vice President/Portfolio | Vice President/Portfolio | Mr. Lam has served in | |||
| Manager-Fixed Income | Manager - Fixed Income | various capacities within | ||||
| Separately Managed | Separately Managed | Delaware Investments | ||||
| Accounts | Accounts | |||||
| Steven A. Landis | Vice President/Senior | Vice President/Senior | Mr. Landis has served in | |||
| Portfolio Manager - | Portfolio Manager – | various capacities within | ||||
| Emerging Markets Debt | Emerging Markets Debt | Delaware Investments | ||||
| Anthony A. Lombardi | Vice President/Senior | Vice President/Senior | Mr. Lombardi has | |||
| Portfolio Manager | Portfolio Manager | served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| Kent Madden | Vice President/Portfolio | Vice President/Portfolio | Mr. Madden has served in | |||
| Manager/Equity Analyst | Manager/Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Andrew McEvoy | Vice President/Trade | Vice President/Trade | Mr. McEvoy has served in | |||
| Settlements | Settlements | various capacities within | ||||
| Delaware Investments | ||||||
| Kelley McKee | Vice President/Portfolio | Vice President/Portfolio | Ms. McKee has served in | |||
| Manager/Equity Analyst | Manager/Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Carleen Michalski | Vice President/Product | Vice President/Product | Ms. Michalski has | |||
| Manager | Manager | served in various | ||||
| capacities within | ||||||
| Delaware Investments | ||||||
| Saj Moradi | Vice President/Senior | Vice President/Senior | Mr. Moradi has served in | |||
| Credit Research Analyst | Credit Research Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Michael S. Morris | Vice President/Senior | Vice President/Senior | Mr. Morris has served in | |||
| Portfolio Manager | Portfolio Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Constantine | Vice President/Product | Vice President/Product | Mr. Mylonas has served in | |||
| (“Charlie”) Mylonas | Manager (Since | Manager | various capacities within | |||
| June 2010) | Delaware Investments | |||||
| Donald G. Padilla | Vice President/Senior | Vice President/Senior | Mr. Padilla has served in | |||
| Portfolio Manager | Portfolio Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Alexendra R. Parson | Vice President/Financial | Vice President/Financial | Ms. Parson has served in | |||
| Institutions Client | Institutions Client | various capacities within | ||||
| Services | Services | Delaware Investments | ||||
| Will Rainbow | Vice President/ | Vice President/ | Mr. Rainbow has served in | |||
| Engagement Strategy & | Engagement Strategy & | various capacities within | ||||
| Analytics | Analytics | Delaware Investments | ||||
| Mansur Z. Rasul | Vice President/Head | Vice President/Head | Mr. Rasul has served in | |||
| of Emerging Markets | of Emerging Markets | various capacities within | ||||
| Credit Trading | Credit Trading | Delaware Investments | ||||
| Carl Rice | Vice President/Senior | Vice President/Senior | Mr. Rice has served in | |||
| Investment Specialist | Investment Specialist | various capacities within | ||||
| Delaware Investments | ||||||
| Joseph T. Rogina | Vice President/Senior | Vice President/Senior | Mr. Rogina has served in | |||
| Equity Trader | Equity Trader | various capacities within | ||||
| Delaware Investments | ||||||
| Kevin C. Schildt | Vice President/Senior | Vice President/Senior | Mr. Schildt has served in | |||
| Research Analyst | Research Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Scott B. Schroeder | Vice President/ | Vice President/ | Mr. Schroeder has | |||
| Investment Grade | Investment Grade | served in various | ||||
| Corporate Bond Trader | Corporate Bond Trader | capacities within | ||||
| Delaware Investments | ||||||
| Brian Scotto | Vice President/ | Vice President/ | Mr. Scotto has served in | |||
| Government and | Government and | various capacities within | ||||
| Agency Trader | Agency Trader | Delaware Investments | ||||
| Name and Principal | Positions and Offices | Positions and Offices | Other Positions and | |||
| Business Address | with Manager | with Registrant | Offices Held | |||
| Richard D. Seidel | Vice President/Assistant | Vice President/Assistant | Mr. Seidel has served in | |||
| Controller/Assistant | Controller/Assistant | various capacities within | ||||
| Treasurer | Treasurer | Delaware Investments | ||||
| Catherine A. Seklecki | Vice President/Financial | Vice President/Financial | Ms. Seklecki has served in | |||
| Institutions Client | Institutions Client | various capacities within | ||||
| Services | Services | Delaware Investments | ||||
| Sean M. Simmons | Vice President/ | Vice President/ | Mr. Simmons has served in | |||
| International Bond | International Bond | various capacities within | ||||
| Trader | Trader | Delaware Investments | ||||
| Barry Slawter | Vice President/Retail | Vice President/Retail | Mr. Slawter has served in | |||
| Marketing & Content | Marketing & Content | various capacities within | ||||
| Strategy | Strategy | Delaware Investments | ||||
| Frank Strenger | Vice President/High | Vice President/High Yield | Mr. Strenger has served in | |||
| Yield Trader | Trader | various capacities within | ||||
| Delaware Investments | ||||||
| Molly Thompson | Vice President/Senior | Vice President/Senior | Ms. Thompson has | |||
| Product Manager, | Product Manager, | served in various | ||||
| Specialty Products and | Specialty Products and | capacities within | ||||
| Solutions | Solutions | Delaware Investments | ||||
| Nitin P. Tuteja | Vice President/ | Vice President/ | Mr. Tuteja has served in | |||
| Quantitative Analyst | Quantitative Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| John C. Van Roden III | Vice President/Municipal | Vice President/Municipal | Mr. Roden has served in | |||
| Bond Trader/Head of | Bond Trader/Head of | various capacities within | ||||
| Municipal Bond Trading | Municipal Bond Trading | Delaware Investments | ||||
| Robert A. Vogel, Jr. | Vice President/Senior | Vice President/Senior | Mr. Vogel has served in | |||
| Portfolio Manager | Portfolio Manager | various capacities within | ||||
| Delaware Investments | ||||||
| Nael H. Wahaidi | Vice President/ | Vice President/ | Mr. Wahaidi has served in | |||
| Quantitative Analyst | Quantitative Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Jeffrey S. Wang | Vice President/Senior | Vice President/Senior | Mr. Wang has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
| Michael G. Wildstein | Vice President/Senior | Vice President/Senior | Mr. Wildstein has served | |||
| Portfolio Manager | Portfolio Manager | in various capacities within | ||||
| Delaware Investments | ||||||
| Kathryn R. Williams | Vice President/Associate | Vice President/Associate | Ms. Williams has served in | |||
| General Counsel/ | General Counsel/ | various capacities within | ||||
| Assistant Secretary | Assistant Secretary | Delaware Investments | ||||
| Wei Xiao | Vice President/Senior | Vice President/Senior | Mr. Xiao has served in | |||
| Equity Analyst | Equity Analyst | various capacities within | ||||
| Delaware Investments | ||||||
APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING
AS OF JANUARY 22, 2015
| Fund Name | Class | Shares Outstanding | ||
| Delaware Cash Reserve® Fund | A | 180,130,175.220 | ||
| Delaware Cash Reserve Fund | Consultant | 5,640,698.250 | ||
| Delaware Cash Reserve Fund | C | 9,090,747.250 | ||
| Delaware Core Plus Bond Fund | A | 7,701,268.348 | ||
| Delaware Core Plus Bond Fund | I | 4,528,529.791 | ||
| Delaware Core Plus Bond Fund | C | 1,043,525.249 | ||
| Delaware Core Plus Bond Fund | R | 876,629.075 | ||
| Delaware Corporate Bond Fund | A | 79,687,174.657 | ||
| Delaware Corporate Bond Fund | C | 34,257,179.910 | ||
| Delaware Corporate Bond Fund | I | 100,339,036.267 | ||
| Delaware Corporate Bond Fund | R | 4,985,532.038 | ||
| Delaware Diversified Floating Rate Fund | A | 12,667,985.849 | ||
| Delaware Diversified Floating Rate Fund | C | 10,082,985.747 | ||
| Delaware Diversified Floating Rate Fund | I | 30,208,543.884 | ||
| Delaware Diversified Floating Rate Fund | R | 83,416.251 | ||
| Delaware Diversified Income Fund | A | 226,634,684.562 | ||
| Delaware Diversified Income Fund | C | 127,557,013.866 | ||
| Delaware Diversified Income Fund | I | 271,746,675.278 | ||
| Delaware Diversified Income Fund | R | 13,073,351.362 | ||
| Delaware Dividend Income Fund | A | 23,784,072.310 | ||
| Delaware Dividend Income Fund | C | 22,964,444.501 | ||
| Delaware Dividend Income Fund | I | 11,538,819.950 | ||
| Delaware Dividend Income Fund | R | 280,542.559 | ||
| The Core Plus Fixed Income Portfolio | DPT | 11,266,291.992 | ||
| The Emerging Markets Portfolio | DPT | 29,745,206.820 | ||
| The Emerging Markets Portfolio II | DPT | 4,507,383.238 | ||
| The Focus Smid-Cap Growth Equity Portfolio | DPT | 2,608,377.739 | ||
| The High-Yield Bond Portfolio | DPT | 20,788,390.825 | ||
| The International Equity Portfolio | DPT | 28,561,406.439 | ||
| The Labor Select International Equity Portfolio | DPT | 26,398,853.402 | ||
| The Large-Cap Growth Equity Portfolio | DPT | 18,100,660.242 | ||
| The Large-Cap Value Equity Portfolio | DPT | 8,365,667.041 | ||
| The Select 20 Portfolio | DPT | 10,884,446.745 |
| Fund Name | Class | Shares Outstanding | ||
| Delaware Emerging Markets Fund | A | 25,243,296.365 | ||
| Delaware Emerging Markets Fund | I | 147,200,012.060 | ||
| Delaware Emerging Markets Fund | C | 13,049,055.628 | ||
| Delaware Emerging Markets Fund | R | 1,091,924.524 | ||
| Delaware Emerging Markets Debt Fund | A | 255.541 | ||
| Delaware Emerging Markets Debt Fund | C | 254.053 | ||
| Delaware Emerging Markets Debt Fund | I | 2,227,000.029 | ||
| Delaware Emerging Markets Debt Fund | R | 255.052 | ||
| Delaware Extended Duration Bond Fund | A | 39,283,480.639 | ||
| Delaware Extended Duration Bond Fund | C | 5,015,088.373 | ||
| Delaware Extended Duration Bond Fund | I | 52,875,627.090 | ||
| Delaware Extended Duration Bond Fund | R | 4,890,116.313 | ||
| Delaware Focus Global Growth Fund | A | 1,467,447.944 | ||
| Delaware Focus Global Growth Fund | C | 306,505.280 | ||
| Delaware Focus Global Growth Fund | I | 4,863,935.592 | ||
| Delaware Focus Global Growth Fund | R | 7,793.860 | ||
| Delaware Foundation® Conservative Allocation Fund | A | 5,121,726.294 | ||
| Delaware Foundation Conservative Allocation Fund | C | 3,419,170.008 | ||
| Delaware Foundation Conservative Allocation Fund | I | 1,813,566.930 | ||
| Delaware Foundation Conservative Allocation Fund | R | 742,427.151 | ||
| Delaware Foundation Growth Allocation Fund | A | 4,207,896.248 | ||
| Delaware Foundation Growth Allocation Fund | C | 1,024,954.490 | ||
| Delaware Foundation Growth Allocation Fund | I | 1,818,481.788 | ||
| Delaware Foundation Growth Allocation Fund | R | 1,406,953.153 | ||
| Delaware Foundation Moderate Allocation Fund | A | 16,517,792.245 | ||
| Delaware Foundation Moderate Allocation Fund | C | 2,376,168.603 | ||
| Delaware Foundation Moderate Allocation Fund | I | 5,116,589.189 | ||
| Delaware Foundation Moderate Allocation Fund | R | 1,970,040.361 | ||
| Delaware Global Real Estate Opportunities Fund | A | 989,479.560 | ||
| Delaware Global Real Estate Opportunities Fund | C | 313,608.978 | ||
| Delaware Global Real Estate Opportunities Fund | I | 6,196,180.997 | ||
| Delaware Global Real Estate Opportunities Fund | R | 19,929.761 | ||
| Delaware Global Value Fund | A | 1,438,815.262 | ||
| Delaware Global Value Fund | C | 492,810.958 | ||
| Delaware Global Value Fund | I | 201,773.575 | ||
| Delaware Healthcare Fund | A | 10,629,397.020 |
| Fund Name | Class | Shares Outstanding | ||
| Delaware Healthcare Fund | C | 3,764,397.432 | ||
| Delaware Healthcare Fund | I | 8,840,919.393 | ||
| Delaware Healthcare Fund | R | 275,484.803 | ||
| Delaware High-Yield Opportunities Fund | A | 66,200,340.351 | ||
| Delaware High-Yield Opportunities Fund | C | 18,790,876.849 | ||
| Delaware High-Yield Opportunities Fund | I | 54,007,167.156 | ||
| Delaware High-Yield Opportunities Fund | R | 3,508,567.260 | ||
| Delaware Inflation Protected Bond Fund | A | 2,946,571.810 | ||
| Delaware Inflation Protected Bond Fund | C | 2,127,573.325 | ||
| Delaware Inflation Protected Bond Fund | I | 2,005,726.489 | ||
| Delaware International Value Equity Fund | A | 5,496,118.782 | ||
| Delaware International Value Equity Fund | I | 13,463,706.151 | ||
| Delaware International Value Equity Fund | C | 2,161,109.423 | ||
| Delaware International Value Equity Fund | R | 155,597.130 | ||
| Delaware Limited-Term Diversified Income Fund | A | 55,229,370.232 | ||
| Delaware Limited-Term Diversified Income Fund | I | 63,362,011.832 | ||
| Delaware Limited-Term Diversified Income Fund | C | 20,482,327.777 | ||
| Delaware Limited-Term Diversified Income Fund | R | 921,376.469 | ||
| Delaware Mid Cap Value Fund | A | 724,517.696 | ||
| Delaware Mid Cap Value Fund | C | 188,859.850 | ||
| Delaware Mid Cap Value Fund | I | 177,559.766 | ||
| Delaware Mid Cap Value Fund | R | 8,844.851 | ||
| Delaware Minnesota High-Yield Municipal Bond Fund | I | 1,107,096.545 | ||
| Delaware Minnesota High-Yield Municipal Bond Fund | A | 11,246,337.277 | ||
| Delaware Minnesota High-Yield Municipal Bond Fund | C | 2,986,602.875 | ||
| Delaware National High-Yield Municipal Bond Fund | A | 20,881,436.292 | ||
| Delaware National High-Yield Municipal Bond Fund | C | 7,694,952.516 | ||
| Delaware National High-Yield Municipal Bond Fund | I | 50,587,827.879 | ||
| The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund) | A | 6,553,264.239 | ||
| The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund) | C | 1,551,333.532 | ||
| The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund) | I | 7,563,923.736 | ||
| The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund) | R | 869,139.258 | ||
| Delaware Select Growth Fund | A | 8,197,496.870 | ||
| Delaware Select Growth Fund | C | 2,543,124.746 |
| Fund Name | Class | Shares Outstanding | ||
| Delaware Select Growth Fund | I | 9,781,506.623 | ||
| Delaware Select Growth Fund | R | 424,824.875 | ||
| Delaware Small Cap Core Fund | A | 7,536,954.722 | ||
| Delaware Small Cap Core Fund | C | 3,268,970.132 | ||
| Delaware Small Cap Core Fund | I | 14,206,056.992 | ||
| Delaware Small Cap Core Fund | R | 875,541.657 | ||
| Delaware Small Cap Value Fund | A | 15,137,123.862 | ||
| Delaware Small Cap Value Fund | I | 32,662,612.894 | ||
| Delaware Small Cap Value Fund | C | 2,468,219.565 | ||
| Delaware Small Cap Value Fund | R | 1,665,367.618 | ||
| Delaware Smid Cap Growth Fund | ||||
| A | ||||
| Delaware | ||||
| I | ||||
| Delaware | 3,855,582.592 | |||
| Delaware Smid Cap Growth Fund | R | 637,127.226 | ||
| Delaware Tax-Free Pennsylvania Fund | ||||
Ex. B-1
EXHIBIT A
APPENDIX B - MEMBERS AND OFFICERS OFJACKSON SQUARE PARTNERS, LLC
The following persons hold the following positions with the Sub-adviser. The principal business address of the Sub-adviser is 101 California Street, San Francisco, CA 94111.
| 4,051,590.033 | ||||
| Delaware Tax-Free Pennsylvania Fund | I | 915,557.255 | ||
| 35,893.880 | ||||
| Delaware Tax-Free Arizona Fund | A | 6,958,131.931 | ||
| 555,771.538 | ||||
| Delaware Tax-Free California Fund | I | 940,964.843 | ||
| 5,705,156.408 | ||||
| Delaware Tax-Free California Fund | C | 1,347,627.470 | ||
| 399,489.844 | ||||
| Delaware Tax-Free Colorado Fund | A | 16,048,350.049 | ||
| 1,056,358.114 | ||||
| Delaware Tax-Free Idaho Fund | I | 241,559.014 | ||
| 6,672,468.310 | ||||
| Delaware Tax-Free Idaho Fund | C | 2,588,778.490 | ||
| 1,976,592.292 | ||||
| Delaware Tax-Free Minnesota Fund | A | 39,108,484.299 | ||
| 3,351,978.115 | ||||
| Delaware Tax-Free Minnesota Intermediate Fund | I | 234,935.405 | ||
| 7,757,609.194 | ||||
| Delaware Tax-Free Minnesota Intermediate Fund | C | 1,088,033.069 | ||
| 850,690.267 | ||||
| Delaware Tax-Free New York Fund | A | 4,219,527.067 |
| Fund Name | Class | Shares Outstanding | ||
| Delaware Tax-Free New York Fund | C | 1,592,315.879 | ||
| Delaware Tax-Free USA Fund | A | 41,790,673.147 | ||
| Delaware Tax-Free USA Fund | C | 2,524,136.833 | ||
| Delaware Tax-Free USA Fund | I | 2,172,660.516 | ||
| Delaware Tax-Free USA Intermediate Fund | A | 19,236,120.173 | ||
| Delaware Tax-Free USA Intermediate Fund | C | 4,376,276.529 | ||
| Delaware Tax-Free USA Intermediate Fund | I | 38,254,254.659 | ||
| Delaware U.S. Growth Fund | A | 14,768,555.806 | ||
| Delaware U.S. Growth Fund | C | 4,039,501.372 | ||
| Delaware U.S. Growth Fund | I | 112,601,595.540 | ||
| Delaware U.S. Growth Fund | R | 980,941.227 | ||
| Delaware Value® Fund | A | 138,034,543.643 | ||
| Delaware Value Fund | C | 25,187,420.947 | ||
| Delaware Value Fund | I | 232,480,293.284 | ||
| Delaware Value Fund | R | 2,555,234.953 | ||
| Delaware VIP® Diversified Income Series | Standard | 43,476,904.793 | ||
| Delaware VIP Diversified Income Series | Service | 170,211,695.701 | ||
| Delaware VIP Emerging Markets Series | Standard | 8,862,400.467 | ||
| Delaware VIP Emerging Markets Series | Service | 18,736,588.113 | ||
| Delaware VIP High Yield Series | Standard | 24,223,096.874 | ||
| Delaware VIP High Yield Series | Service | 36,671,706.355 | ||
| Delaware VIP International Value Equity Series | Standard | 5,322,726.466 | ||
| Delaware VIP International Value Equity Series | Service | 13,817.886 | ||
| Delaware VIP Limited-Term Diversified Income Series | Standard | 6,027,385.614 | ||
| Delaware VIP Limited-Term Diversified Income Series | Service | 143,414,243.049 | ||
| Delaware VIP REIT Series | Standard | 16,864,494.222 | ||
| Delaware VIP REIT Series | Service | 16,331,310.708 | ||
| Delaware VIP Small Cap Value Series | Standard | 9,375,947.835 | ||
| Delaware VIP Small Cap Value Series | Service | 17,893,171.747 | ||
| Delaware VIP Smid Cap Growth Series | Standard | 12,746,160.391 | ||
| Delaware VIP Smid Cap Growth Series | Service | 6,958,172.795 | ||
| Delaware VIP U.S. Growth Series | Standard | 11,739,065.537 | ||
| Delaware VIP U.S. Growth Series | Service | 26,892,368.375 | ||
| Delaware VIP Value Series | Standard | 17,893,256.656 | ||
| Delaware VIP Value Series | Service | 11,232,526.788 |
APPENDIX C -K – 1% SHARE OWNERSHIP
As of January 22, 2015, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding voting shares of the following Funds and classes:
| Fund | Class | Shareholders Address | Total Shares | Percentage | ||||||
| DELAWARE GLOBAL VALUE FUND | A | TODD BASSION | 1,438,815.262 | 2.6467% | ||||||
| BOSTON MA 02109-1428 | ||||||||||
| DELAWARE HEALTHCARE FUND | A | LIU-ER CHEN AND | 10,629,397.020 | 6.9531% | ||||||
| DAWN DING JT WROS | ||||||||||
| BROOKLINE MA 02445 | ||||||||||
| DELAWARE MID CAP VALUE FUND | A | KELLEY A MCKEE | 724,517.696 | 1.2947% | ||||||
| PHILADELPHIA PA 19146 | ||||||||||
APPENDIX L – 5% SHARE OWNERSHIP
The following table shows, as of March 20, 2014,January 22, 2015, the shareholdersaccounts of each class of each Fund that own of record 5% or more of a Fund.such class. Unless otherwise indicated, the Trusts have no knowledge of beneficial ownership.
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 431,498.810 | 7.65% | |||||
| CASH RESERVE® FUND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CONSULTANT | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE CASH | DELAWARE DISTRIBUTORS L.P. | 17,707,892.490 | 9.83% | |||||
| RESERVE FUND | CORPORATE ACCOUNTING | |||||||
| CLASS A | 2005 MARKET ST FL 9 | |||||||
| PHILA PA 19103-7007 | ||||||||
| DELAWARE CASH | FIRST CLEARING LLC | 1,051,505.940 | 11.57% | |||||
| RESERVE FUND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE CASH | MORGAN STANLEY SMITH BARNEY | 972,254.100 | 10.69% | |||||
| RESERVE FUND | HARBORSIDE FINANCIAL CENTER | |||||||
| CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE CASH | UBS WM USA | 886,066.870 | 9.75% | |||||
| RESERVE FUND | OMNI ACCOUNT M/F | |||||||
| CLASS C | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE CASH | MLPF&S FOR THE SOLE | 676,133.480 | 7.44% | |||||
| RESERVE FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE CASH | ROXANNE A PONTOW TTEE | 1,007,277.400 | 11.08% | |||||
| RESERVE FUND | JANET P KOENNECKE | |||||||
| CLASS C | REVOCABLE LIVING TRUST | |||||||
| SANDY OR 97055 | ||||||||
| DELAWARE CORE | CHARLES SCHWAB & CO INC | 1,326,081.815 | 17.22% | |||||
| PLUS BOND FUND | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| CLASS A | BNFT OF CUSTS | |||||||
| ATTN MUT FDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE CORE | PERSHING LLC | 618,576.067 | 8.03% | |||||
| PLUS BOND FUND | 1 PERSHING PLAZA | |||||||
| CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE CORE | MLPF&S FOR THE SOLE | 295,328.859 | 28.30% | |||||
| PLUS BOND FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE CORE | MORGAN STANLEY SMITH BARNEY | 177,279.257 | 16.99% | |||||
| PLUS BOND FUND | HARBORSIDE FINANCIAL CENTER | |||||||
| CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE CORE | PERSHING LLC | 86,795.489 | 8.32% | |||||
| PLUS BOND FUND | 1 PERSHING PLAZA | |||||||
| CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE CORE | NATIONAL FINANCIAL | 77,918.100 | 7.47% | |||||
| PLUS BOND FUND | SERVICES LLC | |||||||
| CLASS C | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE CORE | RAYMOND JAMES | 72,872.532 | 6.98% | |||||
| PLUS BOND FUND | OMNIBUS FOR MUTUAL FUNDS | |||||||
| CLASS C | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE CORE | FIRST CLEARING LLC | 66,860.039 | 6.41% | |||||
| PLUS BOND FUND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE CORE | NATIONAL FINANCIAL | 1,295,988.459 | 28.62% | |||||
| PLUS BOND FUND | SERVICES LLC | |||||||
| CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE CORE | RAYMOND JAMES | 339,097.620 | 7.49% | |||||
| PLUS BOND FUND | ATTN COURTNEY WALLER | |||||||
| CLASS I | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE CORE | WELLS FARGO BANK NA | 884,160.567 | 19.52% | |||||
| PLUS BOND FUND | FBO BMI PENSION - FUNDS | |||||||
| CLASS I | PO BOX 1533 | |||||||
| MINNEAPOLIS, MN 55480 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE CORE | DRAPER & CO | 505,995.003 | 11.17% | |||||
| PLUS BOND FUND | 801 LANCASTER AVE | |||||||
| CLASS I | BRYN MAWR, PA 19010 | |||||||
| DELAWARE CORE | LINCOLN RETIREMENT SERVICES CO | 231,286.753 | 5.11% | |||||
| PLUS BOND FUND | FBO MACQUARIE HOLDINGS | |||||||
| CLASS I | USA INC 401A | |||||||
| P.O. BOX 7876 | ||||||||
| FORT WAYNE IN 46801-7876 | ||||||||
| DELAWARE CORE | LINCOLN RETIREMENT SERVICES CO | 602,481.002 | 68.73% | |||||
| PLUS BOND FUND | FBO SANTAFE HLTHCRE 401K | |||||||
| CLASS R | P.O. BOX 7876 | |||||||
| FORT WAYNE IN 46801-7876 | ||||||||
| DELAWARE CORE | MLPF&S FOR THE SOLE | 74,152.959 | 8.46% | |||||
| PLUS BOND FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS R | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 12,045,674.533 | 15.12% | |||||
| CORPORATE | SERVICES LLC | |||||||
| BOND FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | PERSHING LLC | 6,388,219.106 | 8.02% | |||||
| CORPORATE | 1 PERSHING PLAZA | |||||||
| BOND FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 6,251,346.429 | 7.84% | |||||
| CORPORATE | BENEFIT OF ITS CUSTOMERS | |||||||
| BOND FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 4,283,845.410 | 5.38% | |||||
| CORPORATE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| BOND FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | DCGT AS TTEE | 4,255,208.637 | 5.34% | |||||
| CORPORATE | CUST FBO PLIC VARIOUS | |||||||
| BOND FUND | RETIREMENT PLANS OMNIBUS | |||||||
| CLASS A | ATTN NPIO TRADE DESK | |||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 13,318,831.340 | 38.88% | |||||
| CORPORATE | BENEFIT OF ITS CUSTOMERS | |||||||
| BOND FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 5,208,103.750 | 15.20% | |||||
| CORPORATE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| BOND FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 3,223,555.197 | 9.41% | |||||
| CORPORATE | HARBORSIDE FINANCIAL CENTER | |||||||
| BOND FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | PERSHING LLC | 2,676,606.212 | 7.81% | |||||
| CORPORATE | 1 PERSHING PLAZA | |||||||
| BOND FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS C | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 2,056,589.695 | 6.00% | |||||
| CORPORATE | SERVICES LLC | |||||||
| BOND FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | RAYMOND JAMES | 1,745,162.168 | 5.09% | |||||
| CORPORATE | OMNIBUS FOR MUTUAL FUNDS | |||||||
| BOND FUND | ATTN COURTNEY WALLER | |||||||
| CLASS C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 46,739,306.851 | 46.58% | |||||
| CORPORATE | BENEFIT OF ITS CUSTOMERS | |||||||
| BOND FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | UBS WM USA | 12,685,003.035 | 12.64% | |||||
| CORPORATE | OMNI ACCOUNT M/F | |||||||
| BOND FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 10,132,554.077 | 10.10% | |||||
| CORPORATE | SERVICES LLC | |||||||
| BOND FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 9,360,669.225 | 9.33% | |||||
| CORPORATE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| BOND FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 5,134,756.077 | 5.12% | |||||
| CORPORATE | HARBORSIDE FINANCIAL CENTER | |||||||
| BOND FUND | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 907,307.004 | 18.20% | |||||
| CORPORATE | BENEFIT OF ITS CUSTOMERS | |||||||
| BOND FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS R | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | DCGT AS TTEE AND/OR CUST | 2,534,577.718 | 50.84% | |||||
| CORPORATE | FBO PLIC VARIOUS RETIREMENT | |||||||
| BOND FUND | PLANS OMNIBUS | |||||||
| CLASS R | ATTN NPIO TRADE DESK | |||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| DELAWARE | PERSHING LLC | 2,142,391.965 | 16.91% | |||||
| DIVERSIFIED | 1 PERSHING PLAZA | |||||||
| FLOATING RATE | JERSEY CITY NJ 07399-0002 | |||||||
| FUND CLASS A | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,280,313.055 | 10.11% | |||||
| DIVERSIFIED | BENEFIT OF ITS CUSTOMERS | |||||||
| FLOATING RATE | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,161,782.322 | 9.17% | |||||
| DIVERSIFIED | HARBORSIDE FINANCIAL CENTER | |||||||
| FLOATING RATE | PLAZA 2 3RD FL | |||||||
| FUND CLASS A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | UBS WM USA | 1,054,985.463 | 8.33% | |||||
| DIVERSIFIED | OMNI ACCOUNT M/F | |||||||
| FLOATING RATE | ATTN DEPARTMENT MANAGER | |||||||
| FUND CLASS A | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 742,027.356 | 5.86% | |||||
| DIVERSIFIED | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FLOATING RATE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NATIONAL FINANCIAL | 731,470.962 | 5.77% | |||||
| DIVERSIFIED | SERVICES LLC | |||||||
| FLOATING RATE | (FBO) OUR CUSTOMERS | |||||||
| FUND CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 3,598,768.206 | 35.69% | |||||
| DIVERSIFIED | BENEFIT OF ITS CUSTOMERS | |||||||
| FLOATING RATE | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 1,757,906.419 | 17.43% | |||||
| DIVERSIFIED | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FLOATING RATE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,243,993.894 | 12.34% | |||||
| DIVERSIFIED | HARBORSIDE FINANCIAL CENTER | |||||||
| FLOATING RATE | PLAZA 2 3RD FL | |||||||
| FUND CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | UBS WM USA | 999,544.848 | 9.91% | |||||
| DIVERSIFIED | OMNI ACCOUNT M/F | |||||||
| FLOATING RATE | ATTN DEPARTMENT MANAGER | |||||||
| FUND CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | LPL FINANCIAL | 511,382.114 | 5.07% | |||||
| DIVERSIFIED | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FLOATING RATE | ATTN: LINDSAY O’TOOLE | |||||||
| FUND CLASS C | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 11,810,183.019 | 39.10% | |||||
| DIVERSIFIED | BENEFIT OF ITS CUSTOMERS | |||||||
| FLOATING RATE | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 5,517,271.023 | 18.26% | |||||
| DIVERSIFIED | HARBORSIDE FINANCIAL CENTER | |||||||
| FLOATING RATE | PLAZA 2 3RD FL | |||||||
| FUND CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | FIRST CLEARING LLC | 4,690,079.429 | 15.53% | |||||
| DIVERSIFIED | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FLOATING RATE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | UBS WM USA | 3,733,834.573 | 12.36% | |||||
| DIVERSIFIED | OMNI ACCOUNT M/F | |||||||
| FLOATING RATE | ATTN DEPARTMENT MANAGER | |||||||
| FUND CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 75,169.509 | 90.11% | |||||
| DIVERSIFIED | HARBORSIDE FINANCIAL CENTER | |||||||
| FLOATING RATE | PLAZA 2 3RD FL | |||||||
| FUND CLASS R | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 31,484,443.105 | 13.89% | |||||
| DIVERSIFIED | SERVICES LLC | |||||||
| INCOME FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 29,131,578.952 | 12.85% | |||||
| DIVERSIFIED | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | LPL FINANCIAL | 15,561,912.251 | 6.87% | |||||
| DIVERSIFIED | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INCOME FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | PERSHING LLC | 15,406,131.608 | 6.80% | |||||
| DIVERSIFIED | 1 PERSHING PLAZA | |||||||
| INCOME FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | UBS WM USA | 11,820,163.548 | 5.22% | |||||
| DIVERSIFIED | OMNI ACCOUNT M/F | |||||||
| INCOME FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS A | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 35,829,534.691 | 28.09% | |||||
| DIVERSIFIED | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 19,839,224.132 | 15.55% | |||||
| DIVERSIFIED | HARBORSIDE FINANCIAL CENTER | |||||||
| INCOME FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 14,429,180.584 | 11.31% | |||||
| DIVERSIFIED | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INCOME FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 11,823,778.259 | 9.27% | |||||
| DIVERSIFIED | OMNI ACCOUNT M/F | |||||||
| INCOME FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | NATIONAL FINANCIAL SERVICES LLC | 9,961,931.883 | 7.81% | |||||
| DIVERSIFIED | (FBO) OUR CUSTOMERS | |||||||
| INCOME FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS C | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | RAYMOND JAMES | 8,645,720.041 | 6.78% | |||||
| DIVERSIFIED | OMNIBUS FOR MUTUAL FUNDS | |||||||
| INCOME FUND | ATTN COURTNEY WALLER | |||||||
| CLASS C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 57,855,432.565 | 21.29% | |||||
| DIVERSIFIED | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INCOME FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 53,269,810.459 | 19.60% | |||||
| DIVERSIFIED | OMNI ACCOUNT M/F | |||||||
| INCOME FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 41,941,694.865 | 15.43% | |||||
| DIVERSIFIED | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 29,868,102.826 | 10.99% | |||||
| DIVERSIFIED | HARBORSIDE FINANCIAL CENTER | |||||||
| INCOME FUND | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | LPL FINANCIAL | 24,790,601.630 | 9.12% | |||||
| DIVERSIFIED | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INCOME FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS I | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | PERSHING LLC | 20,990,481.215 | 7.72% | |||||
| DIVERSIFIED | 1 PERSHING PLAZA | |||||||
| INCOME FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS I | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 3,542,231.141 | 27.10% | |||||
| DIVERSIFIED | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS R | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | HARTFORD LIFE INSURANCE CO | 1,769,468.297 | 13.53% | |||||
| DIVERSIFIED | SEP ACCT | |||||||
| INCOME FUND | ATTN UIT OPERATIONS | |||||||
| CLASS R | PO BOX 2999 | |||||||
| HARTFORD CT 06104-2999 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 2,701,645.963 | 11.36% | |||||
| DIVIDEND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INCOME FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 2,610,235.504 | 10.97% | |||||
| DIVIDEND | SERVICES LLC | |||||||
| INCOME FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 2,235,906.257 | 9.40% | |||||
| DIVIDEND | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | LPL FINANCIAL | 1,711,966.035 | 7.20% | |||||
| DIVIDEND | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INCOME FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | PERSHING LLC | 1,546,263.923 | 6.50% | |||||
| DIVIDEND | 1 PERSHING PLAZA | |||||||
| INCOME FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,423,567.198 | 5.99% | |||||
| DIVIDEND | HARBORSIDE FINANCIAL CENTER | |||||||
| INCOME FUND | PLAZA 2 3RD FL | |||||||
| CLASS A | JERSEY CITY NJ 07311 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | CHARLES SCHWAB & CO INC | 1,240,648.906 | 5.22% | |||||
| DIVIDEND | SPECIAL CUSTODY ACCT | |||||||
| INCOME FUND | FBO CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 6,033,383.122 | 26.27% | |||||
| DIVIDEND | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 3,738,438.490 | 16.28% | |||||
| DIVIDEND | HARBORSIDE FINANCIAL CENTER | |||||||
| INCOME FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | FIRST CLEARING LLC | 3,582,402.557 | 15.60% | |||||
| DIVIDEND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INCOME FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 2,024,058.976 | 8.81% | |||||
| DIVIDEND | OMNI ACCOUNT M/F | |||||||
| INCOME FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 1,477,357.001 | 6.43% | |||||
| DIVIDEND | SERVICES LLC | |||||||
| INCOME FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | RAYMOND JAMES | 1,323,264.611 | 5.76% | |||||
| DIVIDEND | OMNIBUS FOR MUTUAL FUNDS | |||||||
| INCOME FUND | ATTN COURTNEY WALLER | |||||||
| CLASS C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 3,391,835.715 | 29.39% | |||||
| DIVIDEND | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 2,371,582.389 | 20.55% | |||||
| DIVIDEND | HARBORSIDE FINANCIAL | |||||||
| INCOME FUND | CENTER PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 2,125,171.059 | 18.42% | |||||
| DIVIDEND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INCOME FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 1,110,097.920 | 9.62% | |||||
| DIVIDEND | OMNI ACCOUNT M/F | |||||||
| INCOME FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | LPL FINANCIAL | 692,840.496 | 6.00% | |||||
| DIVIDEND | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INCOME FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS I | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 686,138.539 | 5.95% | |||||
| DIVIDEND | SERVICES LLC | |||||||
| INCOME FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | RELIANCE TRUST COMPANY | 121,411.285 | 43.28% | |||||
| DIVIDEND | FBO MASSMUTUAL DMF | |||||||
| INCOME FUND | P.O. BOX 48529 | |||||||
| CLASS R | ATLANTA GA 30362 | |||||||
| DELAWARE | ASCENSUS TRUST COMPANY | 25,702.956 | 9.16% | |||||
| DIVIDEND | FBO WOODSTOCK INTERNAL | |||||||
| INCOME FUND | MEDICINE SPECIAL | |||||||
| CLASS R | P.O. BOX 10758 | |||||||
| FARGO, ND 58106 | ||||||||
| DELAWARE | ASCENSUS TRUST COMPANY | 14,641.077 | 5.22% | |||||
| DIVIDEND | FBO GRUBBS CHEVROLET, INC. | |||||||
| INCOME FUND | 401(K) PLAN | |||||||
| CLASS R | P.O. BOX 10758 | |||||||
| FARGO, ND 58106 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 60,914.144 | 21.71% | |||||
| DIVIDEND | BENEFIT OF ITS CUSTOMERS | |||||||
| INCOME FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS R | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | PERSHING LLC | 14,737.621 | 5.25% | |||||
| DIVIDEND | 1 PERSHING PLAZA | |||||||
| INCOME FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS R | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | DELAWARE MANAGEMENT | 252.363 | 98.76% | |||||
| EMERGING | HOLDINGS, INC. | |||||||
| MARKETS DEBT | C/O RICK SALUS | |||||||
| FUND CLASS A | 2005 MARKET ST | |||||||
| PHILADELPHIA PA 19103-7028 | ||||||||
| DELAWARE | DEL MANAGEMENT HOLDINGS, INC. | 250.849 | 98.74% | |||||
| EMERGING | C/O RICK SALUS | |||||||
| MARKETS DEBT | 2005 MARKET ST | |||||||
| FUND CLASS C | PHILADELPHIA PA 19103-7028 | |||||||
| DELAWARE | DEL MANAGEMENT HOLDINGS, INC. | 2,226,996.781 | 100.00% | |||||
| EMERGING | C/O RICK SALUS | |||||||
| MARKETS DEBT | 2005 MARKET ST | |||||||
| FUND CLASS I | PHILADELPHIA PA 19103-7028 | |||||||
| DELAWARE | DEL MANAGEMENT HOLDINGS, INC. | 251.842 | 98.74% | |||||
| EMERGING | C/O RICK SALUS | |||||||
| MARKETS DEBT | 2005 MARKET ST | |||||||
| FUND CLASS R | PHILADELPHIA PA 19103-7028 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 3,738,834.253 | 14.81% | |||||
| EMERGING | SERVICES LLC | |||||||
| MARKETS FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 2,856,699.295 | 11.32% | |||||
| EMERGING | BENEFIT OF ITS CUSTOMERS | |||||||
| MARKETS FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | PERSHING LLC | 2,845,611.609 | 11.27% | |||||
| EMERGING | 1 PERSHING PLAZA | |||||||
| MARKETS FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 1,903,933.965 | 7.54% | |||||
| EMERGING | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| MARKETS FUND | BNFT OF CUSTS ATTN MUT FDS | |||||||
| CLASS A | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,767,732.397 | 7.00% | |||||
| EMERGING | HARBORSIDE FINANCIAL CENTER | |||||||
| MARKETS FUND | PLAZA 2 3RD FL | |||||||
| CLASS A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | LPL FINANCIAL | 1,316,222.750 | 5.21% | |||||
| EMERGING | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| MARKETS FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 3,248,708.436 | 24.90% | |||||
| EMERGING | BENEFIT OF ITS CUSTOMERS | |||||||
| MARKETS FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 2,621,020.572 | 20.09% | |||||
| EMERGING | HARBORSIDE FINANCIAL CENTER | |||||||
| MARKETS FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | FIRST CLEARING LLC | 1,549,859.443 | 11.88% | |||||
| EMERGING | SPECIAL CUSTODY ACCT FOR THE | |||||||
| MARKETS FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 1,212,789.606 | 9.29% | |||||
| EMERGING | OMNI ACCOUNT M/F | |||||||
| MARKETS FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 777,038.305 | 5.95% | |||||
| EMERGING | SERVICES LLC | |||||||
| MARKETS FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | LPL FINANCIAL | 739,546.905 | 5.67% | |||||
| EMERGING | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| MARKETS FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS C | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | PERSHING LLC | 659,052.869 | 5.05% | |||||
| EMERGING | 1 PERSHING PLAZA | |||||||
| MARKETS FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS C | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 38,592,893.599 | 26.22% | |||||
| EMERGING | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| MARKETS FUND | BNFT OF CUSTS ATTN MUT FDS | |||||||
| CLASS I | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 27,438,911.953 | 18.64% | |||||
| EMERGING | BENEFIT OF ITS CUSTOMERS | |||||||
| MARKETS FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | PERSHING LLC | 16,616,056.580 | 11.29% | |||||
| EMERGING | 1 PERSHING PLAZA | |||||||
| MARKETS FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS I | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 8,847,994.834 | 6.01% | |||||
| EMERGING | SERVICES LLC | |||||||
| MARKETS FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | EDWARD D JONES AND CO | 8,806,642.469 | 5.98% | |||||
| EMERGING | FOR THE BENEFIT OF CUSTOMERS | |||||||
| MARKETS FUND | 12555 MANCHESTER ROAD | |||||||
| CLASS I | ST LOUIS MO 63131-3710 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 369,593.224 | 33.85% | |||||
| EMERGING | BENEFIT OF ITS CUSTOMERS | |||||||
| MARKETS FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS R | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MASSACHUSETTS MUTUAL LIFE | 108,509.802 | 9.94% | |||||
| EMERGING | INSURANCE COMPANY | |||||||
| MARKETS FUND | 1295 STATE STREET - MIP M200-INVST | |||||||
| CLASS R | SPRINGFIELD MA 01111 | |||||||
| DELAWARE | MASSACHUSETTS MUTUAL LIFE | 65,188.798 | 5.97% | |||||
| EMERGING | INSURANCE COMPANY | |||||||
| MARKETS FUND | 1295 STATE STREET - MIP C105 | |||||||
| CLASS R | SPRINGFIELD MA 01111-0001 | |||||||
| DELAWARE | DCGT AS TTEE AND/OR CUST | 218,935.419 | 20.05% | |||||
| EMERGING | FBO PLIC VARIOUS RETIREMENT | |||||||
| MARKETS FUND | PLANS OMNIBUS | |||||||
| CLASS R | ATTN NPIO TRADE DESK | |||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 5,305,795.047 | 13.51% | |||||
| EXTENDED | SERVICES LLC | |||||||
| DURATION BOND | (FBO) OUR CUSTOMERS | |||||||
| FUND CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | PERSHING LLC | 2,225,823.953 | 5.67% | |||||
| EXTENDED | 1 PERSHING PLAZA | |||||||
| DURATION BOND | JERSEY CITY NJ 07399-0002 | |||||||
| FUND CLASS A | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 2,002,979.009 | 5.10% | |||||
| EXTENDED | BENEFIT OF ITS CUSTOMERS | |||||||
| DURATION BOND | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MASSACHUSETTS MUTUAL LIFE | 11,171,265.471 | 28.44% | |||||
| EXTENDED | INSURANCE COMPANY | |||||||
| DURATION BOND | 1295 STATE STREET - MIP C105 | |||||||
| FUND CLASS A | SPRINGFIELD MA 01111-0001 | |||||||
| DELAWARE | DCGT AS TTEE | 2,555,713.775 | 6.51% | |||||
| EXTENDED | CUST FBO PLIC | |||||||
| DURATION BOND | VARIOUS RETIREMENT | |||||||
| FUND CLASS A | PLANS OMNIBUS | |||||||
| ATTN NPIO TRADE DESK | ||||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,059,913.804 | 21.13% | |||||
| EXTENDED | BENEFIT OF ITS CUSTOMERS | |||||||
| DURATION BOND | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 772,438.435 | 15.40% | |||||
| EXTENDED | SERVICES LLC | |||||||
| DURATION BOND | (FBO) OUR CUSTOMERS | |||||||
| FUND CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 629,859.002 | 12.56% | |||||
| EXTENDED | SPECIAL CUSTODY ACCT FOR THE | |||||||
| DURATION BOND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | PERSHING LLC | 523,394.101 | 10.44% | |||||
| EXTENDED | 1 PERSHING PLAZA | |||||||
| DURATION BOND | JERSEY CITY NJ 07399-0002 | |||||||
| FUND CLASS C | ||||||||
| DELAWARE | RAYMOND JAMES | 449,367.013 | 8.96% | |||||
| EXTENDED | OMNIBUS FOR MUTUAL FUNDS | |||||||
| DURATION BOND | ATTN COURTNEY WALLER | |||||||
| FUND CLASS C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | LPL FINANCIAL | 259,977.730 | 5.18% | |||||
| EXTENDED | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| DURATION BOND | ATTN: LINDSAY O’TOOLE | |||||||
| FUND CLASS C | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NATIONAL FINANCIAL | 8,214,293.747 | 15.54% | |||||
| EXTENDED | SERVICES LLC | |||||||
| DURATION BOND | (FBO) OUR CUSTOMERS | |||||||
| FUND CLASS I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 6,128,466.565 | 11.59% | |||||
| EXTENDED | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| DURATION BOND | BNFT OF CUSTS ATTN MUT FDS | |||||||
| FUND CLASS I | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 3,456,561.424 | 6.54% | |||||
| EXTENDED | SPECIAL CUSTODY ACCT FOR THE | |||||||
| DURATION BOND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 2,985,925.150 | 5.65% | |||||
| EXTENDED | OMNI ACCOUNT M/F | |||||||
| DURATION BOND | ATTN DEPARTMENT MANAGER | |||||||
| FUND CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MAC & CO | 4,154,172.611 | 7.86% | |||||
| EXTENDED | ATTN MUTUAL FUND OPS | |||||||
| DURATION BOND | 525 WILLIAM PENN PLACE | |||||||
| FUND CLASS I | PITTSBURGH PA 15230 | |||||||
| DELAWARE | MASSACHUSETTS MUTUAL | 1,488,191.973 | 30.43% | |||||
| EXTENDED | LIFE INS CO | |||||||
| DURATION BOND | 1295 STATE STREET - MIP C105 | |||||||
| FUND CLASS R | SPRINGFIELD MA 01111-0001 | |||||||
| DELAWARE | HARTFORD LIFE INSURANCE CO | 354,418.039 | 7.25% | |||||
| EXTENDED | SEP ACCT | |||||||
| DURATION BOND | ATTN UIT OPERATIONS | |||||||
| FUND CLASS R | PO BOX 2999 | |||||||
| HARTFORD CT 06104-2999 | ||||||||
| DELAWARE | DCGT AS TTEE AND/OR CUST | 940,397.850 | 19.23% | |||||
| EXTENDED | FBO PLIC VARIOUS RETIREMENT | |||||||
| DURATION BOND | PLANS OMNIBUS | |||||||
| FUND CLASS R | ATTN NPIO TRADE DESK | |||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| DELAWARE | VOYA RETIREMENT INSURANCE AND | 1,252,160.315 | 25.61% | |||||
| EXTENDED | ANNUITY COMPANY | |||||||
| DURATION BOND | 1 ORANGE WAY | |||||||
| FUND CLASS R | WINDSOR CT 06095-4773 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | STATE STREET BANK AND | 348,911.742 | 7.14% | |||||
| EXTENDED | TRUST COMPANY | |||||||
| DURATION BOND | FBO TAYNIK & CO | |||||||
| FUND CLASS R | 1200 CROWN COLONY DR | |||||||
| QUINCY MA 02169-0938 | ||||||||
| DELAWARE | PERSHING LLC | 288,523.906 | 19.66% | |||||
| FOCUS GLOBAL | 1 PERSHING PLAZA | |||||||
| GROWTH FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 285,881.055 | 19.48% | |||||
| FOCUS GLOBAL | SERVICES LLC | |||||||
| GROWTH FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 108,044.267 | 7.36% | |||||
| FOCUS GLOBAL | HARBORSIDE FINANCIAL CENTER | |||||||
| GROWTH FUND | PLAZA 2 3RD FL | |||||||
| CLASS A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | LPL FINANCIAL | 84,143.240 | 5.73% | |||||
| FOCUS GLOBAL | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| GROWTH FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 60,585.438 | 19.77% | |||||
| FOCUS GLOBAL | HARBORSIDE FINANCIAL CENTER | |||||||
| GROWTH FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | PERSHING LLC | 43,418.147 | 14.17% | |||||
| FOCUS GLOBAL | 1 PERSHING PLAZA | |||||||
| GROWTH FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS C | ||||||||
| DELAWARE | UBS WM USA | 41,376.539 | 13.50% | |||||
| FOCUS GLOBAL | OMNI ACCOUNT M/F | |||||||
| GROWTH FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | RAYMOND JAMES | 40,383.781 | 13.18% | |||||
| FOCUS GLOBAL | OMNIBUS FOR MUTUAL FUNDS | |||||||
| GROWTH FUND | ATTN COURTNEY WALLER | |||||||
| CLASS C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | LPL FINANCIAL | 35,969.717 | 11.74% | |||||
| FOCUS GLOBAL | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| GROWTH FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS C | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 19,220.815 | 6.27% | |||||
| FOCUS GLOBAL | SERVICES LLC | |||||||
| GROWTH FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 3,239,766.306 | 66.61% | |||||
| FOCUS GLOBAL | HARBORSIDE FINANCIAL CENTER | |||||||
| GROWTH FUND | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 826,734.238 | 17.00% | |||||
| FOCUS GLOBAL | SERVICES LLC | |||||||
| GROWTH FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | UBS WM USA | 312,398.768 | 6.42% | |||||
| FOCUS GLOBAL | OMNI ACCOUNT M/F | |||||||
| GROWTH FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | RELIANCE TRUST COMPANY | 277,837.806 | 5.71% | |||||
| FOCUS GLOBAL | FBO RIS | |||||||
| GROWTH FUND | PO BOX 48529 | |||||||
| CLASS I | ATLANTA GA 30362 | |||||||
| DELAWARE | COUNSEL TRUST DBA MATC FBO | 4,965.236 | 63.71% | |||||
| FOCUS GLOBAL | PERFORMANCE AIR | |||||||
| GROWTH FUND | MECHANICAL INC | |||||||
| CLASS R | 401(K) PROFIT SHARING | |||||||
| PLAN & TRUST | ||||||||
| 1251 WATERFRONT PLACE SUITE 525 | ||||||||
| PITTSBURGH, PA 15222 | ||||||||
| DELAWARE | MG TRUST COMPANY | 1,722.042 | 22.09% | |||||
| FOCUS GLOBAL | CUST. FBO C. MCHUGH INSURANCE | |||||||
| GROWTH FUND | AGENCY, INC. | |||||||
| CLASS R | 717 17TH STREET SUITE 1300 | |||||||
| DENVER CO 80202 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NFS LLC | 622.076 | 7.98% | |||||
| FOCUS GLOBAL | FEBO JONATHAN VICTOR & | |||||||
| GROWTH FUND | CAROL VICTOR | |||||||
| CLASS R | WHEELING IL 60090 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 555,401.123 | 10.84% | |||||
| FOUNDATION® | BENEFIT OF ITS CUSTOMERS | |||||||
| CONSERVATIVE | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CL A | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | FIRST CLEARING LLC | 349,900.853 | 6.83% | |||||
| FOUNDATION | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CONSERVATIVE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| ALLOCATION FUND | 2801 MARKET ST | |||||||
| CL A | SAINT LOUIS MO 63103-2523 | |||||||
| DELAWARE | PERSHING LLC | 258,740.824 | 5.05% | |||||
| FOUNDATION | 1 PERSHING PLAZA | |||||||
| CONSERVATIVE | JERSEY CITY NJ 07399-0002 | |||||||
| ALLOCATION FUND | ||||||||
| CL A | ||||||||
| DELAWARE | LINCOLN FINANCIAL GROUP | 446,073.380 | 8.71% | |||||
| FOUNDATION | TRUST CO | |||||||
| CONSERVATIVE | FBO ROLLOVER IRA PLANS | |||||||
| ALLOCATION FUND | 1 GRANITE PL | |||||||
| CL A | CONCORD NH 03301-3258 | |||||||
| DELAWARE | FIRST CLEARING LLC | 591,555.440 | 17.30% | |||||
| FOUNDATION | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CONSERVATIVE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| ALLOCATION FUND | 2801 MARKET ST | |||||||
| CL C | SAINT LOUIS MO 63103-2523 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 533,438.081 | 15.60% | |||||
| FOUNDATION | BENEFIT OF ITS CUSTOMERS | |||||||
| CONSERVATIVE | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CL C | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | LPL FINANCIAL | 344,439.322 | 10.07% | |||||
| FOUNDATION | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| CONSERVATIVE | ATTN: LINDSAY O’TOOLE | |||||||
| ALLOCATION FUND | 9785 TOWNE CENTRE DR | |||||||
| CL C | SAN DIEGO CA 92121 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 296,522.529 | 8.67% | |||||
| FOUNDATION | SERVICES LLC | |||||||
| CONSERVATIVE | (FBO) OUR CUSTOMERS | |||||||
| ALLOCATION FUND | ATTN MUTUAL FUNDS | |||||||
| CL C | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 286,450.056 | 8.38% | |||||
| FOUNDATION® | HARBORSIDE FINANCIAL | |||||||
| CONSERVATIVE | CENTER PLAZA 2 3RD FL | |||||||
| ALLOCATION FUND | JERSEY CITY NJ 07311 | |||||||
| CL C | ||||||||
| DELAWARE | UBS WM USA | 217,883.119 | 6.37% | |||||
| FOUNDATION | OMNI ACCOUNT M/F | |||||||
| CONSERVATIVE | ATTN DEPARTMENT MANAGER | |||||||
| ALLOCATION FUND | 499 WASHINGTON BLVD FL 9 | |||||||
| CL C | JERSEY CITY NJ 07310-2055 | |||||||
| DELAWARE | PERSHING LLC | 191,910.396 | 5.61% | |||||
| FOUNDATION | 1 PERSHING PLAZA | |||||||
| CONSERVATIVE | JERSEY CITY NJ 07399-0002 | |||||||
| ALLOCATION FUND | ||||||||
| CL C | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 186,520.820 | 5.46% | |||||
| FOUNDATION | SPECIAL CUSTODY ACCT | |||||||
| CONSERVATIVE | FBO CUSTOMERS | |||||||
| ALLOCATION FUND | ATTN MUTUAL FUNDS | |||||||
| CL C | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 179,569.557 | 9.90% | |||||
| FOUNDATION | FBO MACQUARIE HOLDINGS USA | |||||||
| CONSERVATIVE | INC 401K | |||||||
| ALLOCATION FUND | P.O. BOX 7876 | |||||||
| CL I | FORT WAYNE IN 46801-7876 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES | 120,550.085 | 6.65% | |||||
| FOUNDATION | COMPANY | |||||||
| CONSERVATIVE | FBO APPLIED INFORMATION | |||||||
| ALLOCATION FUND | SCIENCES | |||||||
| CL I | PO BOX 7876 | |||||||
| FORT WAYNE IN 46801-7876 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 286,665.815 | 15.81% | |||||
| FOUNDATION | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CONSERVATIVE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| ALLOCATION FUND | 2801 MARKET ST | |||||||
| CL I | SAINT LOUIS MO 63103-2523 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 259,149.933 | 14.29% | |||||
| FOUNDATION | BENEFIT OF ITS CUSTOMERS | |||||||
| CONSERVATIVE | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CL I | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 100,672.426 | 5.55% | |||||
| FOUNDATION | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| CONSERVATIVE | BNFT OF CUSTS ATTN MUT FDS | |||||||
| ALLOCATION FUND | 211 MAIN ST | |||||||
| CL I | SAN FRANCISCO CA 94105-1905 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | LPL FINANCIAL | 94,434.583 | 5.21% | |||||
| FOUNDATION® | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| CONSERVATIVE | ATTN: LINDSAY O’TOOLE | |||||||
| ALLOCATION FUND | 9785 TOWNE CENTRE DR | |||||||
| CL I | SAN DIEGO CA 92121 | |||||||
| DELAWARE | BOND STREET CUSTODIANS LTD | 150,016.731 | 8.27% | |||||
| FOUNDATION | ACF MACQUARIE GROUP SERVICES | |||||||
| CONSERVATIVE | AUSTRALIA PTY LTD | |||||||
| ALLOCATION FUND | LEVEL 20 N 1 MARTIN PLACE | |||||||
| CL I | SYDNEY NSW 2000 AUSTRALIA | |||||||
| DELAWARE | BOND STREET CUSTODIANS LTD | 108,775.666 | 6.00% | |||||
| FOUNDATION | ACF MACQUARIE GROUP SERVICES | |||||||
| CONSERVATIVE | AUSTRALIA PTY LTD | |||||||
| ALLOCATION FUND | LEVEL 20 N 1 MARTIN PLACE | |||||||
| CL I | SYDNEY NSW 2000 AUSTRALIA | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 89,696.891 | 12.08% | |||||
| FOUNDATION | BENEFIT OF ITS CUSTOMERS | |||||||
| CONSERVATIVE | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CL R | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | NFS LLC | 332,064.008 | 44.73% | |||||
| FOUNDATION | FEBO STATE STREET BANK TRUST CO | |||||||
| CONSERVATIVE | TTEE VARIOUS RETIREMENT PLANS | |||||||
| ALLOCATION FUND | 440 MAMARONECK AVE | |||||||
| CL R | HARRISON NY 10528-2418 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES | 148,439.160 | 19.99% | |||||
| FOUNDATION | COMPANY | |||||||
| CONSERVATIVE | FBO GOODWILL INDUSTRIES | |||||||
| ALLOCATION FUND | OF NORTH GA | |||||||
| CL R | PO BOX 7876 | |||||||
| FORT WAYNE IN 46801-7876 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 764,525.504 | 18.17% | |||||
| FOUNDATION | BENEFIT OF ITS CUSTOMERS | |||||||
| GROWTH | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS A | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 100,843.402 | 9.84% | |||||
| FOUNDATION | BENEFIT OF ITS CUSTOMERS | |||||||
| GROWTH | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS C | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | PERSHING LLC | 93,962.327 | 9.17% | |||||
| FOUNDATION | 1 PERSHING PLAZA | |||||||
| GROWTH | JERSEY CITY NJ 07399-0002 | |||||||
| ALLOCATION FUND | ||||||||
| CLASS C | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 64,921.320 | 6.33% | |||||
| FOUNDATION® | HARBORSIDE FINANCIAL CENTER | |||||||
| GROWTH | PLAZA 2 3RD FL | |||||||
| ALLOCATION FUND | JERSEY CITY NJ 07311 | |||||||
| CLASS C | ||||||||
| DELAWARE | LPL FINANCIAL | 57,494.463 | 5.61% | |||||
| FOUNDATION | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| GROWTH | ATTN: LINDSAY O’TOOLE | |||||||
| ALLOCATION FUND | 9785 TOWNE CENTRE DR | |||||||
| CLASS C | SAN DIEGO CA 92121 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 558,395.458 | 30.71% | |||||
| FOUNDATION | FBO MACQUARIE HOLDINGS USA | |||||||
| GROWTH | INC 401K | |||||||
| ALLOCATION FUND | P.O. BOX 7876 | |||||||
| CLASS I | FORT WAYNE IN 46801-7876 | |||||||
| DELAWARE | ASCENSUS TRUST COMPANY | 102,581.349 | 5.64% | |||||
| FOUNDATION | FBO CONCORD SERVICING | |||||||
| GROWTH | CORPORATION 401(K) | |||||||
| ALLOCATION FUND | P.O. BOX 10758 | |||||||
| CLASS I | FARGO, ND 58106 | |||||||
| DELAWARE | BOND STREET CUSTODIANS LTD | 496,429.100 | 27.30% | |||||
| FOUNDATION | ACF MACQUARIE GROUP SERVICES | |||||||
| GROWTH | AUSTRALIA PTY LTD | |||||||
| ALLOCATION FUND | LEVEL 20 N 1 MARTIN PLACE | |||||||
| CLASS I | SYDNEY NSW 2000 AUSTRALIA | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 291,349.989 | 16.02% | |||||
| FOUNDATION | FBO MACQUARIE HOLDINGS USA | |||||||
| GROWTH | INC 401A | |||||||
| ALLOCATION FUND | P.O. BOX 7876 | |||||||
| CLASS I | FORT WAYNE IN 46801-7876 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 97,204.527 | 6.91% | |||||
| FOUNDATION | BENEFIT OF ITS CUSTOMERS | |||||||
| GROWTH | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS R | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | NFS LLC | 1,074,615.583 | 76.38% | |||||
| FOUNDATION | FEBO STATE STREET BANK TRUST CO | |||||||
| GROWTH | TTEE VARIOUS RETIREMENT PLANS | |||||||
| ALLOCATION FUND | 440 MAMARONECK AVE | |||||||
| CLASS R | HARRISON NY 10528-2418 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 325,416.006 | 13.69% | |||||
| FOUNDATION | BENEFIT OF ITS CUSTOMERS | |||||||
| MODERATE | ATTENTION: FUND ADMIN SEC | |||||||
| ALLOCATION FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS C | JACKSONVILLE FL 32246-6484 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 295,225.752 | 12.42% | |||||
| FOUNDATION® | SPECIAL CUSTODY ACCT FOR THE | |||||||
| MODERATE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| ALLOCATION FUND | 2801 MARKET ST | |||||||
| CLASS C | SAINT LOUIS MO 63103-2523 | |||||||
| DELAWARE | UBS WM USA | 237,298.602 | 9.99% | |||||
| FOUNDATION | OMNI ACCOUNT M/F | |||||||
| MODERATE | ATTN DEPARTMENT MANAGER | |||||||
| ALLOCATION FUND | 499 WASHINGTON BLVD FL 9 | |||||||
| CLASS C | JERSEY CITY NJ 07310-2055 | |||||||
| DELAWARE | PERSHING LLC | 175,382.261 | 7.38% | |||||
| FOUNDATION | 1 PERSHING PLAZA | |||||||
| MODERATE | JERSEY CITY NJ 07399-0002 | |||||||
| ALLOCATION FUND | ||||||||
| CLASS C | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 152,392.185 | 6.41% | |||||
| FOUNDATION | HARBORSIDE FINANCIAL CENTER | |||||||
| MODERATE | PLAZA 2 3RD FL | |||||||
| ALLOCATION FUND | JERSEY CITY NJ 07311 | |||||||
| CLASS C | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 144,838.541 | 6.10% | |||||
| FOUNDATION | SERVICES LLC | |||||||
| MODERATE | (FBO) OUR CUSTOMERS | |||||||
| ALLOCATION FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS C | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | LPL FINANCIAL | 122,442.146 | 5.15% | |||||
| FOUNDATION | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| MODERATE | ATTN: LINDSAY O’TOOLE | |||||||
| ALLOCATION FUND | 9785 TOWNE CENTRE DR | |||||||
| CLASS C | SAN DIEGO CA 92121 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 725,566.664 | 14.18% | |||||
| FOUNDATION | FBO MACQUARIE HOLDINGS USA | |||||||
| MODERATE | INC 401K | |||||||
| ALLOCATION FUND | P.O. BOX 7876 | |||||||
| CLASS I | FORT WAYNE IN 46801-7876 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 299,814.734 | 5.86% | |||||
| FOUNDATION | SERVICES LLC | |||||||
| MODERATE | (FBO) OUR CUSTOMERS | |||||||
| ALLOCATION FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS I | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | BOND STREET CUSTODIANS LTD | 2,386,980.777 | 46.65% | |||||
| FOUNDATION® | ACF MACQUARIE GROUP SERVICES | |||||||
| MODERATE | AUSTRALIA PTY LTD | |||||||
| ALLOCATION FUND | LEVEL 20 N 1 MARTIN PLACE | |||||||
| CLASS I | SYDNEY NSW 2000 AUSTRALIA | |||||||
| DELAWARE | BOND STREET CUSTODIANS LTD | 433,794.724 | 8.48% | |||||
| FOUNDATION | ACF MACQUARIE GROUP SERVICES | |||||||
| MODERATE | AUSTRALIA PTY LTD | |||||||
| ALLOCATION FUND | LEVEL 20 N 1 MARTIN PLACE | |||||||
| CLASS I | SYDNEY NSW 2000 AUSTRALIA | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 439,123.699 | 8.58% | |||||
| FOUNDATION | FBO MACQUARIE HOLDINGS USA | |||||||
| MODERATE | INC 401A | |||||||
| ALLOCATION FUND | P.O. BOX 7876 | |||||||
| CLASS I | FORT WAYNE IN 46801-7876 | |||||||
| DELAWARE | NFS LLC | 1,754,387.096 | 89.05% | |||||
| FOUNDATION | FEBO STATE STREET BANK TRUST CO | |||||||
| MODERATE | TTEE VARIOUS RETIREMENT PLANS | |||||||
| ALLOCATION FUND | 440 MAMARONECK AVE | |||||||
| CLASS R | HARRISON NY 10528-2418 | |||||||
| DELAWARE GLOBAL | CHARLES SCHWAB & CO INC | 211,151.369 | 21.34% | |||||
| REAL ESTATE | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| OPPORTUNITIES | BNFT OF CUSTS ATTN MUT FDS | |||||||
| FUND A | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE GLOBAL | MORGAN STANLEY SMITH BARNEY | 74,650.094 | 7.54% | |||||
| REAL ESTATE | HARBORSIDE FINANCIAL CENTER | |||||||
| OPPORTUNITIES | PLAZA 2 3RD FL | |||||||
| FUND A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE GLOBAL | LPL FINANCIAL | 53,961.962 | 5.45% | |||||
| REAL ESTATE | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| OPPORTUNITIES | ATTN: LINDSAY O’TOOLE | |||||||
| FUND A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE GLOBAL | PERSHING LLC | 52,417.502 | 5.30% | |||||
| REAL ESTATE | 1 PERSHING PLAZA | |||||||
| OPPORTUNITIES | JERSEY CITY NJ 07399-0002 | |||||||
| FUND A | ||||||||
| DELAWARE GLOBAL | MORGAN STANLEY SMITH BARNEY | 130,348.751 | 41.56% | |||||
| REAL ESTATE | HARBORSIDE FINANCIAL CENTER | |||||||
| OPPORTUNITIES | PLAZA 2 3RD FL | |||||||
| FUND C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE GLOBAL | RAYMOND JAMES | 22,522.344 | 7.18% | |||||
| REAL ESTATE | OMNIBUS FOR MUTUAL FUNDS | |||||||
| OPPORTUNITIES | ATTN COURTNEY WALLER | |||||||
| FUND C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE GLOBAL | NATIONAL FINANCIAL | 737,517.627 | 11.90% | |||||
| REAL ESTATE | SERVICES LLC | |||||||
| OPPORTUNITIES | (FBO) OUR CUSTOMERS | |||||||
| FUND I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE GLOBAL | MORGAN STANLEY SMITH BARNEY | 702,688.225 | 11.34% | |||||
| REAL ESTATE | HARBORSIDE FINANCIAL CENTER | |||||||
| OPPORTUNITIES | PLAZA 2 3RD FL | |||||||
| FUND I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE GLOBAL | ASSETMARK TRUST COMPANY | 4,033,337.611 | 65.09% | |||||
| REAL ESTATE | FBO ASSETMARK, INC AND CLIENTS | |||||||
| OPPORTUNITIES | AND OTHER CUSTODIAL CLIENTS | |||||||
| FUND I | 3200 N CENTRAL AVE FL 7 | |||||||
| PHOENIX AZ 85012-2468 | ||||||||
| DELAWARE GLOBAL | MG TRUST COMPANY | 3,425.715 | 17.19% | |||||
| REAL ESTATE | CUST. FBO GSC SURVEYING INC | |||||||
| OPPORTUNITIES | 401K PLAN & TRUST | |||||||
| FUND R | 717 17TH STREET SUITE 1300 | |||||||
| DENVER CO 80202 | ||||||||
| DELAWARE GLOBAL | PAI TRUST COMPANY, INC. | 3,370.144 | 16.91% | |||||
| REAL ESTATE | MIKE NEWMAN PHOTO | |||||||
| OPPORTUNITIES | RETOUCHING, INC. | |||||||
| FUND R | 1300 ENTERPRISE DRIVE | |||||||
| DE PERE WI 54115-0000 | ||||||||
| DELAWARE GLOBAL | MATRIX TRUST COMPANY | 2,850.462 | 14.30% | |||||
| REAL ESTATE | CUST. FBO ADAIR & EVANS, AN | |||||||
| OPPORTUNITIES | ACCOUNTANCY CORP | |||||||
| FUND R | 717 17TH STREET SUITE 1300 | |||||||
| DENVER CO 80202 | ||||||||
| DELAWARE GLOBAL | MG TRUST COMPANY | 2,575.961 | 12.93% | |||||
| REAL ESTATE | CUST. FBO KUCHLER POLK SCHELL | |||||||
| OPPORTUNITIES | WEINER & RICHES | |||||||
| FUND R | 717 17TH STREET SUITE 1300 | |||||||
| DENVER CO 80202-0000 | ||||||||
| DELAWARE GLOBAL | PAI TRUST COMPANY, INC | 2,537.961 | 12.73% | |||||
| REAL ESTATE | HARTZELL & ASSOCIATES, | |||||||
| OPPORTUNITIES | INC. 401(K) | |||||||
| FUND R | 1300 ENTERPRISE DRIVE | |||||||
| DE PERE WI 54115-0000 | ||||||||
| DELAWARE GLOBAL | PAI TRUST COMPANY, INC. | 1,095.156 | 5.50% | |||||
| REAL ESTATE | WYOMING STATE BANK | |||||||
| OPPORTUNITIES | 1300 ENTERPRISE DRIVE | |||||||
| FUND R | DE PERE WI 541150000 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE GLOBAL | DELAWARE MANAGEMENT | 1,164.174 | 5.84% | |||||
| REAL ESTATE | HOLDINGS, INC. | |||||||
| OPPORTUNITIES | C/O RICK SALUS | |||||||
| FUND R | 2005 MARKET ST | |||||||
| PHILADELPHIA PA 19103-7028 | ||||||||
| DELAWARE GLOBAL | STATE STREET BANK TTEE | 2,171.947 | 10.90% | |||||
| REAL ESTATE | CUST FBO ADP ACCESS | |||||||
| OPPORTUNITIES | 401K PRODUCT | |||||||
| FUND R | 1 LINCOLN ST | |||||||
| BOSTON MA 02111-2901 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 200,185.748 | 13.91% | |||||
| GLOBAL VALUE | SERVICES LLC | |||||||
| FUND CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 128,534.008 | 8.93% | |||||
| GLOBAL VALUE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | PERSHING LLC | 108,793.884 | 7.56% | |||||
| GLOBAL VALUE | 1 PERSHING PLAZA | |||||||
| FUND CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | FIRST CLEARING LLC | 78,012.793 | 15.83% | |||||
| GLOBAL VALUE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 69,511.659 | 14.11% | |||||
| GLOBAL VALUE | SERVICES LLC | |||||||
| FUND CLASS C | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 62,496.742 | 12.68% | |||||
| GLOBAL VALUE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | PERSHING LLC | 39,021.255 | 7.92% | |||||
| GLOBAL VALUE | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NATIONAL FINANCIAL | 78,284.069 | 38.80% | |||||
| GLOBAL VALUE | SERVICES LLC | |||||||
| FUND CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 41,217.010 | 20.43% | |||||
| GLOBAL VALUE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 26,763.817 | 13.26% | |||||
| GLOBAL VALUE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | PERSHING LLC | 20,761.335 | 10.29% | |||||
| GLOBAL VALUE | 1 PERSHING PLAZA | |||||||
| FUND CLASS I | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | BOND STREET CUSTODIANS LTD | 11,914.555 | 5.90% | |||||
| GLOBAL VALUE | ACF MACQUARIE GROUP SERVICES | |||||||
| FUND CLASS I | AUSTRALIA PTY LTD | |||||||
| LEVEL 20 N 1 MARTIN PLACE | ||||||||
| SYDNEY NSW 2000 AUSTRALIA | ||||||||
| DELAWARE | PERSHING LLC | 1,559,166.894 | 14.67% | |||||
| HEALTHCARE | 1 PERSHING PLAZA | |||||||
| FUND CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 811,224.996 | 7.63% | |||||
| HEALTHCARE | SERVICES LLC | |||||||
| FUND CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | LPL FINANCIAL | 740,185.365 | 6.96% | |||||
| HEALTHCARE | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FUND CLASS A | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 629,410.089 | 5.92% | |||||
| HEALTHCARE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | CHARLES SCHWAB & CO INC | 605,012.100 | 5.69% | |||||
| HEALTHCARE | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| FUND CLASS A | BNFT OF CUSTS ATTN MUT FDS | |||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | LIU-ER CHEN & | 739,068.705 | 6.95% | |||||
| HEALTHCARE | DAWN DING JT WROS | |||||||
| FUND CLASS A | BROOKLINE MA 02445 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 983,938.545 | 26.14% | |||||
| HEALTHCARE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | UBS WM USA | 404,979.312 | 10.76% | |||||
| HEALTHCARE | OMNI ACCOUNT M/F | |||||||
| FUND CLASS C | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 397,283.687 | 10.55% | |||||
| HEALTHCARE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | PERSHING LLC | 334,898.782 | 8.90% | |||||
| HEALTHCARE | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 271,660.779 | 7.22% | |||||
| HEALTHCARE | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | LPL FINANCIAL | 243,420.555 | 6.47% | |||||
| HEALTHCARE | --OMNIBUS CUSTOMER | |||||||
| FUND CLASS C | ACCOUNT— | |||||||
| ATTN: LINDSAY O’TOOLE | ||||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | UBS WM USA | 2,081,576.168 | 23.54% | |||||
| HEALTHCARE | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,220,705.980 | 13.81% | |||||
| HEALTHCARE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 1,180,368.299 | 13.35% | |||||
| HEALTHCARE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 949,744.455 | 10.74% | |||||
| HEALTHCARE | SERVICES LLC | |||||||
| FUND CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | LPL FINANCIAL | 821,987.887 | 9.30% | |||||
| HEALTHCARE | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FUND CLASS I | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 485,260.560 | 5.49% | |||||
| HEALTHCARE | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | ASCENSUS TRUST COMPANY | 30,523.687 | 11.08% | |||||
| HEALTHCARE | FBO STYLEX, INC. | |||||||
| FUND CLASS R | RETIREMENT SAVINGS PLAN | |||||||
| P.O. BOX 10758 | ||||||||
| FARGO, ND 58106 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 91,310.733 | 33.15% | |||||
| HEALTHCARE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS R | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | STATE STREET BANK TTEE | 24,519.230 | 8.90% | |||||
| HEALTHCARE | CUST FBO ADP ACCESS 401K | |||||||
| FUND CLASS R | PRODUCT | |||||||
| 1 LINCOLN ST | ||||||||
| BOSTON MA 02111-2901 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 11,573,425.798 | 17.48% | |||||
| HIGH YIELD | SERVICES LLC | |||||||
| OPPORTUNITIES | (FBO) OUR CUSTOMERS | |||||||
| FUND CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | LPL FINANCIAL | 6,878,161.656 | 10.39% | |||||
| HIGH YIELD | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| OPPORTUNITIES | ATTN: LINDSAY O’TOOLE | |||||||
| FUND CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 5,765,838.755 | 8.71% | |||||
| HIGH YIELD | SPECIAL CUSTODY ACCT FOR THE | |||||||
| OPPORTUNITIES | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | PERSHING LLC | 4,446,629.750 | 6.72% | |||||
| HIGH YIELD | 1 PERSHING PLAZA | |||||||
| OPPORTUNITIES | JERSEY CITY NJ 07399-0002 | |||||||
| FUND CLASS A | ||||||||
| DELAWARE | LPL FINANCIAL | 3,673,999.478 | 19.55% | |||||
| HIGH YIELD | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| OPPORTUNITIES | ATTN: LINDSAY O’TOOLE | |||||||
| FUND CLASS C | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 2,360,266.295 | 12.56% | |||||
| HIGH YIELD | SERVICES LLC | |||||||
| OPPORTUNITIES | (FBO) OUR CUSTOMERS | |||||||
| FUND CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 2,095,866.779 | 11.15% | |||||
| HIGH YIELD | SPECIAL CUSTODY ACCT FOR THE | |||||||
| OPPORTUNITIES | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,922,170.071 | 10.23% | |||||
| HIGH YIELD | HARBORSIDE FINANCIAL CENTER | |||||||
| OPPORTUNITIES | PLAZA 2 3RD FL | |||||||
| FUND CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,880,887.542 | 10.01% | |||||
| HIGH YIELD | BENEFIT OF ITS CUSTOMERS | |||||||
| OPPORTUNITIES | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | UBS WM USA | 1,601,222.788 | 8.52% | |||||
| HIGH YIELD | OMNI ACCOUNT M/F | |||||||
| OPPORTUNITIES | ATTN DEPARTMENT MANAGER | |||||||
| FUND CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | PERSHING LLC | 1,037,452.978 | 5.52% | |||||
| HIGH YIELD | 1 PERSHING PLAZA | |||||||
| OPPORTUNITIES | JERSEY CITY NJ 07399-0002 | |||||||
| FUND CLASS C | ||||||||
| DELAWARE | LPL FINANCIAL | 24,962,179.849 | 46.22% | |||||
| HIGH YIELD | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| OPPORTUNITIES | ATTN: LINDSAY O’TOOLE | |||||||
| FUND CLASS I | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 4,789,688.702 | 8.87% | |||||
| HIGH YIELD | SPECIAL CUSTODY ACCT FOR THE | |||||||
| OPPORTUNITIES | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 3,060,713.850 | 5.67% | |||||
| HIGH YIELD | BENEFIT OF ITS CUSTOMERS | |||||||
| OPPORTUNITIES | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 257,764.664 | 7.35% | |||||
| HIGH YIELD | BENEFIT OF ITS CUSTOMERS | |||||||
| OPPORTUNITIES | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS R | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | WELLS FARGO BANK NA | 187,683.236 | 5.35% | |||||
| HIGH YIELD | FBO TEVA PHARMACEUTICALS | |||||||
| OPPORTUNITIES | NQ TRUST | |||||||
| FUND CLASS R | PO BOX 1533 | |||||||
| MINNEAPOLIS, MN 55480 | ||||||||
| DELAWARE | DCGT AS TTEE AND/OR CUST | 277,690.855 | 7.91% | |||||
| HIGH YIELD | FBO PLIC VARIOUS RETIREMENT | |||||||
| OPPORTUNITIES | PLANS OMNIBUS | |||||||
| FUND CLASS R | ATTN NPIO TRADE DESK | |||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| DELAWARE | VOYA RETIREMENT INSURANCE AND | 637,428.558 | 18.17% | |||||
| HIGH YIELD | ANNUITY COMPANY | |||||||
| OPPORTUNITIES | 1 ORANGE WAY | |||||||
| FUND CLASS R | WINDSOR CT 06095-4773 | |||||||
| DELAWARE | STATE STREET BANK AND TRUST CO | 301,587.651 | 8.60% | |||||
| HIGH YIELD | FBO TAYNIK & CO | |||||||
| OPPORTUNITIES | 1200 CROWN COLONY DR | |||||||
| FUND CLASS R | QUINCY MA 02169-0938 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NATIONAL FINANCIAL | 379,669.883 | 12.89% | |||||
| INFLATION | SERVICES LLC | |||||||
| PROTECTED | (FBO) OUR CUSTOMERS | |||||||
| BOND FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS A | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 367,532.484 | 12.47% | |||||
| INFLATION | BENEFIT OF ITS CUSTOMERS | |||||||
| PROTECTED | ATTENTION: FUND ADMIN SEC | |||||||
| BOND FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS A | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | PERSHING LLC | 348,911.827 | 11.84% | |||||
| INFLATION | 1 PERSHING PLAZA | |||||||
| PROTECTED | JERSEY CITY NJ 07399-0002 | |||||||
| BOND FUND | ||||||||
| CLASS A | ||||||||
| DELAWARE | FIRST CLEARING LLC | 189,310.147 | 6.42% | |||||
| INFLATION | SPECIAL CUSTODY ACCT FOR THE | |||||||
| PROTECTED | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND | 2801 MARKET ST | |||||||
| CLASS A | SAINT LOUIS MO 63103-2523 | |||||||
| DELAWARE | LPL FINANCIAL | 158,342.024 | 5.37% | |||||
| INFLATION | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| PROTECTED | ATTN: LINDSAY O’TOOLE | |||||||
| BOND FUND | 9785 TOWNE CENTRE DR | |||||||
| CLASS A | SAN DIEGO CA 92121 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 168,553.194 | 5.72% | |||||
| INFLATION | FBO VALLEY HEALTH 403B | |||||||
| PROTECTED | P.O. BOX 7876 | |||||||
| BOND FUND | FORT WAYNE IN 46801-7876 | |||||||
| CLASS A | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 550,000.635 | 25.85% | |||||
| INFLATION | BENEFIT OF ITS CUSTOMERS | |||||||
| PROTECTED | ATTENTION: FUND ADMIN SEC | |||||||
| BOND FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS C | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | FIRST CLEARING LLC | 397,632.506 | 18.69% | |||||
| INFLATION | SPECIAL CUSTODY ACCT FOR THE | |||||||
| PROTECTED | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND | 2801 MARKET ST | |||||||
| CLASS C | SAINT LOUIS MO 63103-2523 | |||||||
| DELAWARE | PERSHING LLC | 235,273.677 | 11.06% | |||||
| INFLATION | 1 PERSHING PLAZA | |||||||
| PROTECTED | JERSEY CITY NJ 07399-0002 | |||||||
| BOND FUND | ||||||||
| CLASS C | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NATIONAL FINANCIAL | 200,999.004 | 9.45% | |||||
| INFLATION | SERVICES LLC | |||||||
| PROTECTED | (FBO) OUR CUSTOMERS | |||||||
| BOND FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS C | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | RAYMOND JAMES | 180,005.618 | 8.46% | |||||
| INFLATION | OMNIBUS FOR MUTUAL FUNDS | |||||||
| PROTECTED | ATTN COURTNEY WALLER | |||||||
| BOND FUND | 880 CARILLON PARKWAY | |||||||
| CLASS C | ST PETERSBURG FL 33713 | |||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 138,943.418 | 6.53% | |||||
| INFLATION | HARBORSIDE FINANCIAL CENTER | |||||||
| PROTECTED | PLAZA 2 3RD FL | |||||||
| BOND FUND | JERSEY CITY NJ 07311 | |||||||
| CLASS C | ||||||||
| DELAWARE | UBS WM USA | 131,777.684 | 6.19% | |||||
| INFLATION | OMNI ACCOUNT M/F | |||||||
| PROTECTED | ATTN DEPARTMENT MANAGER | |||||||
| BOND FUND | 499 WASHINGTON BLVD FL 9 | |||||||
| CLASS C | JERSEY CITY NJ 07310-2055 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 100,939.981 | 5.03% | |||||
| INFLATION | FBO SAN ANTONIO COMM | |||||||
| PROTECTED | P.O. BOX 7876 | |||||||
| BOND FUND | FORT WAYNE IN 46801-7876 | |||||||
| CLASS I | ||||||||
| DELAWARE | UBS WM USA | 175,731.525 | 8.76% | |||||
| INFLATION | OMNI ACCOUNT M/F | |||||||
| PROTECTED | ATTN DEPARTMENT MANAGER | |||||||
| BOND FUND | 499 WASHINGTON BLVD FL 9 | |||||||
| CLASS I | JERSEY CITY NJ 07310-2055 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 141,570.516 | 7.06% | |||||
| INFLATION | BENEFIT OF ITS CUSTOMERS | |||||||
| PROTECTED | ATTENTION: FUND ADMIN SEC | |||||||
| BOND FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS I | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | FIRST CLEARING LLC | 132,328.176 | 6.60% | |||||
| INFLATION | SPECIAL CUSTODY ACCT FOR THE | |||||||
| PROTECTED | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND | 2801 MARKET ST | |||||||
| CLASS I | SAINT LOUIS MO 63103-2523 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NATIONAL FINANCIAL | 125,519.614 | 6.26% | |||||
| INFLATION | SERVICES LLC | |||||||
| PROTECTED | (FBO) OUR CUSTOMERS | |||||||
| BOND FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS I | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | NATIONWIDE TRUST | 126,972.691 | 6.33% | |||||
| INFLATION | COMPANY FSB | |||||||
| PROTECTED | C/O IPO PORTFOLIO ACCOUNTING | |||||||
| BOND FUND | PO BOX 182029 | |||||||
| CLASS I | COLUMBUS OH 43218-2029 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 225,481.325 | 11.24% | |||||
| INFLATION | FBO MARY FREE BED | |||||||
| PROTECTED | REHAB HOSP 403B | |||||||
| BOND FUND | P.O. BOX 7876 | |||||||
| CLASS I | FORT WAYNE IN 46801-7876 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 174,879.796 | 8.72% | |||||
| INFLATION | FBO PENINSULA REGIONAL MED | |||||||
| PROTECTED | CTR 403B | |||||||
| BOND FUND | P.O. BOX 7876 | |||||||
| CLASS I | FORT WAYNE IN 46801-7876 | |||||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO | 168,676.542 | 8.41% | |||||
| INFLATION | FBO UT SYSTEM ORP | |||||||
| PROTECTED | P.O. BOX 7876 | |||||||
| BOND FUND | FORT WAYNE IN 46801-7876 | |||||||
| CLASS I | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 1,179,171.135 | 21.45% | |||||
| INTERNATIONAL | SERVICES LLC | |||||||
| VALUE EQUITY FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 495,150.908 | 9.01% | |||||
| INTERNATIONAL | SPECIAL CUSTODY ACCT FOR THE | |||||||
| VALUE EQUITY FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 353,300.235 | 6.43% | |||||
| INTERNATIONAL | HARBORSIDE FINANCIAL CENTER | |||||||
| VALUE EQUITY FUND | PLAZA 2 3RD FL | |||||||
| CLASS A | JERSEY CITY NJ 07311 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 584,989.184 | 27.07% | |||||
| INTERNATIONAL | HARBORSIDE FINANCIAL CENTER | |||||||
| VALUE EQUITY FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | FIRST CLEARING LLC | 293,818.335 | 13.60% | |||||
| INTERNATIONAL | SPECIAL CUSTODY ACCT FOR THE | |||||||
| VALUE EQUITY FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 200,537.228 | 9.28% | |||||
| INTERNATIONAL | BENEFIT OF ITS CUSTOMERS | |||||||
| VALUE EQUITY FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | UBS WM USA | 135,806.846 | 6.28% | |||||
| INTERNATIONAL | OMNI ACCOUNT M/F | |||||||
| VALUE EQUITY FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 9,007,971.876 | 66.91% | |||||
| INTERNATIONAL | HARBORSIDE FINANCIAL CENTER | |||||||
| VALUE EQUITY FUND | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | FIRST CLEARING LLC | 2,400,935.420 | 17.83% | |||||
| INTERNATIONAL | SPECIAL CUSTODY ACCT FOR THE | |||||||
| VALUE EQUITY FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 962,410.440 | 7.15% | |||||
| INTERNATIONAL | OMNI ACCOUNT M/F | |||||||
| VALUE EQUITY FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | ASCENSUS TRUST COMPANY | 43,350.894 | 27.86% | |||||
| INTERNATIONAL | FBO SINGLETON ASSOCIATES | |||||||
| VALUE EQUITY FUND | 401(K) PLAN | |||||||
| CLASS R | P.O. BOX 10758 | |||||||
| FARGO, ND 58106 | ||||||||
| DELAWARE | ASCENSUS TRUST COMPANY | 15,268.878 | 9.81% | |||||
| INTERNATIONAL | FBO MEMORIAL & ST. ELIZABETH | |||||||
| VALUE EQUITY FUND | HC, LLP | |||||||
| CLASS R | P.O. BOX 10758 | |||||||
| FARGO, ND 58106 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MG TRUST COMPANY | 11,429.431 | 7.35% | |||||
| INTERNATIONAL | CUST. FBO ENTERTAINMENT | |||||||
| VALUE EQUITY FUND | SERVICES GROUP, INC. | |||||||
| CLASS R | 717 17TH STREET SUITE 1300 | |||||||
| DENVER CO 80202 | ||||||||
| DELAWARE | MG TRUST COMPANY | 8,503.775 | 5.47% | |||||
| INTERNATIONAL | CUST. FBO SUSTAINABLE DESIGN | |||||||
| VALUE EQUITY FUND | CONSULTING, LLC | |||||||
| CLASS R | 717 17TH STREET SUITE 1300 | |||||||
| DENVER CO 80202 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 34,625.326 | 22.25% | |||||
| INTERNATIONAL | BENEFIT OF ITS CUSTOMERS | |||||||
| VALUE EQUITY FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS R | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 24,235,260.834 | 43.88% | |||||
| LIMITED-TERM | SERVICES LLC | |||||||
| DIVERSIFIED | (FBO) OUR CUSTOMERS | |||||||
| INCOME FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS A | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 3,660,310.162 | 6.63% | |||||
| LIMITED-TERM | BENEFIT OF ITS CUSTOMERS | |||||||
| DIVERSIFIED | ATTENTION: FUND ADMIN SEC | |||||||
| INCOME FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS A | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 2,928,859.453 | 5.30% | |||||
| LIMITED-TERM | HARBORSIDE FINANCIAL CENTER | |||||||
| DIVERSIFIED | PLAZA 2 3RD FL | |||||||
| INCOME FUND | JERSEY CITY NJ 07311 | |||||||
| CLASS A | ||||||||
| DELAWARE | PERSHING LLC | 2,790,173.198 | 5.05% | |||||
| LIMITED-TERM | 1 PERSHING PLAZA | |||||||
| DIVERSIFIED | JERSEY CITY NJ 07399-0002 | |||||||
| INCOME FUND | ||||||||
| CLASS A | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 4,472,449.745 | 21.84% | |||||
| LIMITED-TERM | BENEFIT OF ITS CUSTOMERS | |||||||
| DIVERSIFIED | ATTENTION: FUND ADMIN SEC | |||||||
| INCOME FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS C | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | FIRST CLEARING LLC | 2,896,099.968 | 14.14% | |||||
| LIMITED-TERM | SPECIAL CUSTODY ACCT FOR THE | |||||||
| DIVERSIFIED | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| INCOME FUND | 2801 MARKET ST | |||||||
| CLASS C | SAINT LOUIS MO 63103-2523 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 2,805,156.771 | 13.70% | |||||
| LIMITED-TERM | HARBORSIDE FINANCIAL CENTER | |||||||
| DIVERSIFIED | PLAZA 2 3RD FL | |||||||
| INCOME FUND | JERSEY CITY NJ 07311 | |||||||
| CLASS C | ||||||||
| DELAWARE | UBS WM USA | 2,556,261.527 | 12.48% | |||||
| LIMITED-TERM | OMNI ACCOUNT M/F | |||||||
| DIVERSIFIED | ATTN DEPARTMENT MANAGER | |||||||
| INCOME FUND | 499 WASHINGTON BLVD FL 9 | |||||||
| CLASS C | JERSEY CITY NJ 07310-2055 | |||||||
| DELAWARE | RAYMOND JAMES | 1,801,235.358 | 8.79% | |||||
| LIMITED-TERM | OMNIBUS FOR MUTUAL FUNDS | |||||||
| DIVERSIFIED | ATTN COURTNEY WALLER | |||||||
| INCOME FUND | 880 CARILLON PARKWAY | |||||||
| CLASS C | ST PETERSBURG FL 33713 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 1,565,166.947 | 7.64% | |||||
| LIMITED-TERM | SERVICES LLC | |||||||
| DIVERSIFIED | (FBO) OUR CUSTOMERS | |||||||
| INCOME FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS C | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | UBS WM USA | 11,713,241.860 | 18.49% | |||||
| LIMITED-TERM | OMNI ACCOUNT M/F | |||||||
| DIVERSIFIED | ATTN DEPARTMENT MANAGER | |||||||
| INCOME FUND | 499 WASHINGTON BLVD FL 9 | |||||||
| CLASS I | JERSEY CITY NJ 07310-2055 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 8,579,948.130 | 13.54% | |||||
| LIMITED-TERM | BENEFIT OF ITS CUSTOMERS | |||||||
| DIVERSIFIED | ATTENTION: FUND ADMIN SEC | |||||||
| INCOME FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS I | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 6,562,920.581 | 10.36% | |||||
| LIMITED-TERM | HARBORSIDE FINANCIAL CENTER | |||||||
| DIVERSIFIED | PLAZA 2 3RD FL | |||||||
| INCOME FUND | JERSEY CITY NJ 07311 | |||||||
| CLASS I | ||||||||
| DELAWARE | PERSHING LLC | 6,462,553.291 | 10.20% | |||||
| LIMITED-TERM | 1 PERSHING PLAZA | |||||||
| DIVERSIFIED | JERSEY CITY NJ 07399-0002 | |||||||
| INCOME FUND | ||||||||
| CLASS I | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 5,696,143.809 | 8.99% | |||||
| LIMITED-TERM | SERVICES LLC | |||||||
| DIVERSIFIED | (FBO) OUR CUSTOMERS | |||||||
| INCOME FUND | ATTN MUTUAL FUNDS | |||||||
| CLASS I | DEPARTMENT | |||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 4,585,248.745 | 7.24% | |||||
| LIMITED-TERM | SPECIAL CUSTODY ACCT FOR THE | |||||||
| DIVERSIFIED | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| INCOME FUND | 2801 MARKET ST | |||||||
| CLASS I | SAINT LOUIS MO 63103-2523 | |||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 3,688,109.519 | 5.82% | |||||
| LIMITED-TERM | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| DIVERSIFIED | BNFT OF CUSTS ATTN MUT FDS | |||||||
| INCOME FUND | 211 MAIN ST | |||||||
| CLASS I | SAN FRANCISCO CA 94105-1905 | |||||||
| DELAWARE | C/O MARSHALL & ILSLEY TRUST | 6,620,748.087 | 10.45% | |||||
| LIMITED-TERM | CO NA VALLEE & CO | |||||||
| DIVERSIFIED | 11270 W PARK PL STE 400 | |||||||
| INCOME FUND | MILWAUKEE WI 53224-3638 | |||||||
| CLASS I | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 239,990.141 | 26.05% | |||||
| LIMITED-TERM | BENEFIT OF ITS CUSTOMERS | |||||||
| DIVERSIFIED | ATTENTION: FUND ADMIN SEC | |||||||
| INCOME FUND | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| CLASS R | JACKSONVILLE FL 32246-6484 | |||||||
| DELAWARE | LINCOLN NATIONAL LIFE INS CO | 77,102.419 | 8.37% | |||||
| LIMITED-TERM | 1300 S CLINTON ST | |||||||
| DIVERSIFIED | FORT WAYNE IN 46802-3506 | |||||||
| INCOME FUND | ||||||||
| CLASS R | ||||||||
| DELAWARE MID | PERSHING LLC | 88,511.319 | 12.22% | |||||
| CAP VALUE FUND | 1 PERSHING PLAZA | |||||||
| CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE MID | NATIONAL FINANCIAL | 66,337.501 | 9.16% | |||||
| CAP VALUE FUND | SERVICES LLC | |||||||
| CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE MID | LINCOLN FINANCIAL GROUP | 48,633.346 | 6.71% | |||||
| CAP VALUE FUND | TRUST CO | |||||||
| CLASS A | FBO ROLLOVER IRA PLANS | |||||||
| 1 GRANITE PL | ||||||||
| CONCORD NH 03301-3258 | ||||||||
| DELAWARE MID | LPL FINANCIAL | 35,792.831 | 18.95% | |||||
| CAP VALUE FUND | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| CLASS C | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE MID | NATIONAL FINANCIAL | 26,807.105 | 14.19% | |||||
| CAP VALUE FUND | SERVICES LLC | |||||||
| CLASS C | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE MID | BNYM I S TRUST CO | 9,829.230 | 5.20% | |||||
| CAP VALUE FUND | CUST ROTH IRA | |||||||
| CLASS C | FBO JENNIFER SCHEINBAUM | |||||||
| FALLS CHURCH VA 22043 | ||||||||
| DELAWARE MID | RAYMOND JAMES | 18,558.903 | 10.45% | |||||
| CAP VALUE FUND | OMNIBUS FOR MUTUAL FUNDS | |||||||
| CLASS I | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE MID | WELLS FARGO BANK NA | 127,513.201 | 71.81% | |||||
| CAP VALUE FUND | FBO TEVA PHARMACEUTICALS | |||||||
| CLASS I | NQ TRUST | |||||||
| PO BOX 1533 | ||||||||
| MINNEAPOLIS, MN 55480 | ||||||||
| DELAWARE MID | BOND STREET CUSTODIANS LTD | 19,611.847 | 11.05% | |||||
| CAP VALUE FUND | ACF MACQUARIE GROUP SERVICES | |||||||
| CLASS I | AUSTRALIA PTY LTD | |||||||
| LEVEL 20 N 1 MARTIN PLACE | ||||||||
| SYDNEY NSW 2000 AUSTRALIA | ||||||||
| DELAWARE MID | CATHY SCHREIBER | 7,116.321 | 80.46% | |||||
| CAP VALUE FUND | FBO REGIONAL EAST TEXAS | |||||||
| CLASS R | FOOD BANK | |||||||
| 401 K PLAN | ||||||||
| 805 S WHEATLEY ST STE 600 | ||||||||
| RIDGELAND MS 39157-5005 | ||||||||
| DELAWARE MID | RYAN THORPE | 653.556 | 7.39% | |||||
| CAP VALUE FUND | FBO 24 HOUR RECORD RETRIEVER & | |||||||
| CLASS R | ABSTRACT | |||||||
| 401 K PLAN | ||||||||
| 805 S WHEATLEY ST STE 600 | ||||||||
| RIDGELAND MS 39157-5005 | ||||||||
| DELAWARE MID | DONALD BLASLAND | 473.591 | 5.35% | |||||
| CAP VALUE FUND | FBO PW LABORATORIES INC | |||||||
| CLASS R | 401K PSP | |||||||
| 805 S WHEATLEY ST STE 600 | ||||||||
| RIDGELAND MS 39157-5005 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | PERSHING LLC | 2,041,965.488 | 18.16% | |||||
| MINNESOTA HIGH- | 1 PERSHING PLAZA | |||||||
| YIELD MUNICIPAL | JERSEY CITY NJ 07399-0002 | |||||||
| BOND FUND CLASS A | ||||||||
| DELAWARE | FIRST CLEARING LLC | 1,516,172.170 | 13.48% | |||||
| MINNESOTA HIGH- | SPECIAL CUSTODY ACCT FOR THE | |||||||
| YIELD MUNICIPAL | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | LPL FINANCIAL | 785,985.122 | 6.99% | |||||
| MINNESOTA HIGH- | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| YIELD MUNICIPAL | ATTN: LINDSAY O’TOOLE | |||||||
| BOND FUND CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | PERSHING LLC | 469,380.410 | 15.72% | |||||
| MINNESOTA HIGH- | 1 PERSHING PLAZA | |||||||
| YIELD MUNICIPAL | JERSEY CITY NJ 07399-0002 | |||||||
| BOND FUND CLASS C | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 384,738.733 | 12.88% | |||||
| MINNESOTA HIGH- | HARBORSIDE FINANCIAL CENTER | |||||||
| YIELD MUNICIPAL | PLAZA 2 3RD FL | |||||||
| BOND FUND CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | UBS WM USA | 318,002.818 | 10.65% | |||||
| MINNESOTA HIGH- | OMNI ACCOUNT M/F | |||||||
| YIELD MUNICIPAL | ATTN DEPARTMENT MANAGER | |||||||
| BOND FUND CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | UBS WM USA | 429,272.398 | 38.77% | |||||
| MINNESOTA HIGH- | OMNI ACCOUNT M/F | |||||||
| YIELD MUNICIPAL | ATTN DEPARTMENT MANAGER | |||||||
| BOND FUND CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 291,117.319 | 26.30% | |||||
| MINNESOTA HIGH- | HARBORSIDE FINANCIAL CENTER | |||||||
| YIELD MUNICIPAL | PLAZA 2 3RD FL | |||||||
| BOND FUND CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 194,599.009 | 17.58% | |||||
| MINNESOTA HIGH- | BENEFIT OF ITS CUSTOMERS | |||||||
| YIELD MUNICIPAL | ATTENTION: FUND ADMIN SEC | |||||||
| BOND FUND CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 185,119.844 | 16.72% | |||||
| MINNESOTA HIGH- | SPECIAL CUSTODY ACCT FOR THE | |||||||
| YIELD MUNICIPAL | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 3,138,930.836 | 15.03% | |||||
| NATIONAL HIGH- | SPECIAL CUSTODY ACCT FOR THE | |||||||
| YIELD MUNICIPAL | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 1,979,538.960 | 9.48% | |||||
| NATIONAL HIGH- | SERVICES LLC | |||||||
| YIELD MUNICIPAL | (FBO) OUR CUSTOMERS | |||||||
| BOND FUND CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,786,796.693 | 8.56% | |||||
| NATIONAL HIGH- | BENEFIT OF ITS CUSTOMERS | |||||||
| YIELD MUNICIPAL | ATTENTION: FUND ADMIN SEC | |||||||
| BOND FUND CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,687,529.301 | 8.08% | |||||
| NATIONAL HIGH- | HARBORSIDE FINANCIAL CENTER | |||||||
| YIELD MUNICIPAL | PLAZA 2 3RD FL | |||||||
| BOND FUND CLASS A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | LPL FINANCIAL | 1,683,197.672 | 8.06% | |||||
| NATIONAL HIGH- | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| YIELD MUNICIPAL | ATTN: LINDSAY O’TOOLE | |||||||
| BOND FUND CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | UBS WM USA | 1,478,004.663 | 7.08% | |||||
| NATIONAL HIGH- | OMNI ACCOUNT M/F | |||||||
| YIELD MUNICIPAL | ATTN DEPARTMENT MANAGER | |||||||
| BOND FUND CLASS A | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 2,065,444.252 | 26.84% | |||||
| NATIONAL HIGH- | BENEFIT OF ITS CUSTOMERS | |||||||
| YIELD MUNICIPAL | ATTENTION: FUND ADMIN SEC | |||||||
| BOND FUND CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 1,283,349.915 | 16.68% | |||||
| NATIONAL HIGH- | SPECIAL CUSTODY ACCT FOR THE | |||||||
| YIELD MUNICIPAL | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,175,611.923 | 15.28% | |||||
| NATIONAL HIGH- | HARBORSIDE FINANCIAL CENTER | |||||||
| YIELD MUNICIPAL | PLAZA 2 3RD FL | |||||||
| BOND FUND CLASS C | JERSEY CITY NJ 07311 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | UBS WM USA | 1,043,078.340 | 13.56% | |||||
| NATIONAL HIGH- | OMNI ACCOUNT M/F | |||||||
| YIELD MUNICIPAL | ATTN DEPARTMENT MANAGER | |||||||
| BOND FUND CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | GOLDMAN SACHS & CO | 29,197,969.695 | 57.72% | |||||
| NATIONAL HIGH- | C/O MUTUAL FUND OPS | |||||||
| YIELD MUNICIPAL | 295 CHIPETA WAY | |||||||
| BOND FUND CLASS I | SALT LAKE CITY UT 84108 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 7,855,347.159 | 15.53% | |||||
| NATIONAL HIGH- | BENEFIT OF ITS CUSTOMERS | |||||||
| YIELD MUNICIPAL | ATTENTION: FUND ADMIN SEC | |||||||
| BOND FUND CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | UBS WM USA | 4,043,677.913 | 7.99% | |||||
| NATIONAL HIGH- | OMNI ACCOUNT M/F | |||||||
| YIELD MUNICIPAL | ATTN DEPARTMENT MANAGER | |||||||
| BOND FUND CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 3,369,598.880 | 6.66% | |||||
| NATIONAL HIGH- | SPECIAL CUSTODY ACCT FOR THE | |||||||
| YIELD MUNICIPAL | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| BOND FUND CLASS I | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE REIT | NATIONAL FINANCIAL | 1,754,178.710 | 26.77% | |||||
| FUND CLASS A | SERVICES LLC | |||||||
| (FBO) OUR CUSTOMERS | ||||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE REIT | PERSHING LLC | 554,156.272 | 8.46% | |||||
| FUND CLASS A | 1 PERSHING PLAZA | |||||||
| JERSEY CITY NJ 07399-0002 | ||||||||
| DELAWARE REIT | FIRST CLEARING LLC | 401,203.507 | 6.12% | |||||
| FUND CLASS A | SPECIAL CUSTODY ACCT FOR THE | |||||||
| EXCLUSIVE BENEFIT OF CUSTOMER | ||||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE REIT | NATIONAL FINANCIAL | 280,472.171 | 18.08% | |||||
| FUND CLASS C | SERVICES LLC | |||||||
| (FBO) OUR CUSTOMERS | ||||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE REIT | PERSHING LLC | 217,225.124 | 14.00% | |||||
| FUND CLASS C | 1 PERSHING PLAZA | |||||||
| JERSEY CITY NJ 07399-0002 | ||||||||
| DELAWARE REIT | RAYMOND JAMES | 149,632.901 | 9.65% | |||||
| FUND CLASS C | OMNIBUS FOR MUTUAL FUNDS | |||||||
| ATTN COURTNEY WALLER | ||||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE REIT | UBS WM USA | 145,039.855 | 9.35% | |||||
| FUND CLASS C | OMNI ACCOUNT M/F | |||||||
| ATTN DEPARTMENT MANAGER | ||||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE REIT | MLPF&S FOR THE SOLE | 127,976.259 | 8.25% | |||||
| FUND CLASS C | BENEFIT OF ITS CUSTOMERS | |||||||
| ATTENTION: FUND ADMIN SEC | ||||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE REIT | LPL FINANCIAL | 122,177.367 | 7.88% | |||||
| FUND CLASS C | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| ATTN: LINDSAY O’TOOLE | ||||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE REIT | MORGAN STANLEY SMITH BARNEY | 102,189.578 | 6.59% | |||||
| FUND CLASS C | HARBORSIDE FINANCIAL CENTER | |||||||
| PLAZA 2 3RD FL | ||||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE REIT | FIRST CLEARING LLC | 90,268.734 | 5.82% | |||||
| FUND CLASS C | SPECIAL CUSTODY ACCT FOR THE | |||||||
| EXCLUSIVE BENEFIT OF CUSTOMER | ||||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE REIT | LINCOLN RETIREMENT SERVICES CO | 704,658.702 | 9.32% | |||||
| FUND CLASS I | FBO VIRTUA HEALTH INC 401K | |||||||
| P.O. BOX 7876 | ||||||||
| FORT WAYNE IN 46801-7876 | ||||||||
| DELAWARE REIT | CHARLES SCHWAB & CO INC | 5,211,728.569 | 68.90% | |||||
| FUND CLASS I | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| BNFT OF CUSTS ATTN MUT FDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE REIT | RELIANCE TRUST COMPANY | 111,803.815 | 12.86% | |||||
| FUND CLASS R | FBO MASSMUTUAL DMF | |||||||
| P.O. BOX 48529 | ||||||||
| ATLANTA GA 30362 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE REIT | MLPF&S FOR THE SOLE | 110,349.787 | 12.70% | |||||
| FUND CLASS R | BENEFIT OF ITS CUSTOMERS | |||||||
| ATTENTION: FUND ADMIN SEC | ||||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE REIT | DCGT AS TTEE | 48,054.386 | 5.53% | |||||
| FUND CLASS R | CUST FBO PLIC VARIOUS | |||||||
| RETIREMENT PLANS OMNIBUS | ||||||||
| ATTN NPIO TRADE DESK | ||||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 749,744.116 | 9.15% | |||||
| SELECT GROWTH | SERVICES LLC | |||||||
| FUND CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 659,119.051 | 8.04% | |||||
| SELECT GROWTH | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 633,900.851 | 7.73% | |||||
| SELECT GROWTH | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | PERSHING LLC | 609,864.201 | 7.44% | |||||
| SELECT GROWTH | 1 PERSHING PLAZA | |||||||
| FUND CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 410,692.285 | 5.01% | |||||
| SELECT GROWTH | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS A | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 476,874.050 | 18.75% | |||||
| SELECT GROWTH | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 386,033.216 | 15.18% | |||||
| SELECT GROWTH | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 353,270.602 | 13.89% | |||||
| SELECT GROWTH | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 199,780.215 | 7.86% | |||||
| SELECT GROWTH | SERVICES LLC | |||||||
| FUND CLASS C | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | RAYMOND JAMES | 174,481.572 | 6.86% | |||||
| SELECT GROWTH | OMNIBUS FOR MUTUAL FUNDS | |||||||
| FUND CLASS C | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | PERSHING LLC | 144,650.084 | 5.69% | |||||
| SELECT GROWTH | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | EDWARD D JONES AND CO | 3,496,896.161 | 35.75% | |||||
| SELECT GROWTH | FOR THE BENEFIT OF CUSTOMERS | |||||||
| FUND CLASS I | 12555 MANCHESTER ROAD | |||||||
| ST LOUIS MO 63131-3710 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 2,873,632.742 | 29.38% | |||||
| SELECT GROWTH | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 490,249.458 | 5.01% | |||||
| SELECT GROWTH | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | ATTN MUTUAL FUNDS | 686,614.159 | 7.02% | |||||
| SELECT GROWTH | ADMINISTRATOR | |||||||
| FUND CLASS I | C/O EDWARD JONES TRUST CO | |||||||
| SEI PRIVATE TRUSTCO | ||||||||
| 1 FREEDOM VALLEY DR | ||||||||
| OAKS PA 19456-9989 | ||||||||
| DELAWARE | RELIANCE TRUST COMPANY | 76,937.915 | 18.11% | |||||
| SELECT GROWTH | FBO MASSMUTUAL DMF | |||||||
| FUND CLASS R | P.O. BOX 48529 | |||||||
| ATLANTA GA 30362 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MATRIX TRUST COMPANY | 56,832.293 | 13.38% | |||||
| SELECT GROWTH | CUST. FBO THE STRATFORD FIRE | |||||||
| FUND CLASS R | AND POLICE | |||||||
| 717 17TH STREET SUITE 1300 | ||||||||
| DENVER CO 80202 | ||||||||
| DELAWARE | PIMS/PRUDENTIAL RETIREMENT | 27,178.507 | 6.40% | |||||
| SELECT GROWTH | AS NOMINEE FOR THE TTEE/CUST PL | |||||||
| FUND CLASS R | FUNAI CORPORATION, INC. | |||||||
| 19900 VAN NESS AVE. | ||||||||
| TORRANCE CA 90501 | ||||||||
| DELAWARE | PIMS/PRUDENTIAL RETIREMENT | 24,313.709 | 5.72% | |||||
| SELECT GROWTH | AS NOMINEE FOR THE TTEE/CUST PL | |||||||
| FUND CLASS R | SMR AUTOMOTIVE SYSTEMS | |||||||
| USA, INC. | ||||||||
| 1855 BUSHA HWY | ||||||||
| MARYSVILLE MI 480401892 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 51,363.687 | 12.09% | |||||
| SELECT GROWTH | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS R | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,229,571.171 | 16.31% | |||||
| SMALL CAP CORE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | RAYMOND JAMES | 705,311.031 | 9.36% | |||||
| SMALL CAP CORE | OMNIBUS FOR MUTUAL FUNDS | |||||||
| FUND CLASS A | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | RAYMOND JAMES | 954,939.260 | 29.21% | |||||
| SMALL CAP CORE | OMNIBUS FOR MUTUAL FUNDS | |||||||
| FUND CLASS C | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 357,570.561 | 10.94% | |||||
| SMALL CAP CORE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 321,638.926 | 9.84% | |||||
| SMALL CAP CORE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 298,067.278 | 9.12% | |||||
| SMALL CAP CORE | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | PERSHING LLC | 197,243.907 | 6.03% | |||||
| SMALL CAP CORE | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 1,328,037.223 | 9.35% | |||||
| SMALL CAP CORE | SERVICES LLC | |||||||
| FUND CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 1,063,628.153 | 7.49% | |||||
| SMALL CAP CORE | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| FUND CLASS I | BNFT OF CUSTS ATTN MUT FDS | |||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 885,379.890 | 6.23% | |||||
| SMALL CAP CORE | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | RAYMOND JAMES | 846,143.889 | 5.96% | |||||
| SMALL CAP CORE | OMNIBUS FOR MUTUAL FUNDS | |||||||
| FUND CLASS I | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | LPL FINANCIAL | 832,644.129 | 5.86% | |||||
| SMALL CAP CORE | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FUND CLASS I | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | PERSHING LLC | 812,633.955 | 5.72% | |||||
| SMALL CAP CORE | 1 PERSHING PLAZA | |||||||
| FUND CLASS I | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | FIRST CLEARING LLC | 727,392.919 | 5.12% | |||||
| SMALL CAP CORE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBATCO & CO | 2,109,104.561 | 14.85% | |||||
| SMALL CAP CORE | FBO COLLEGE SAVINGS GROUP | |||||||
| FUND CLASS I | PO BOX 82535 | |||||||
| LINCOLN NE 68501-2535 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | RELIANCE TRUST COMPANY | 853,784.218 | 6.01% | |||||
| SMALL CAP CORE | FBO RETIREMENT PLANS SERVICED | |||||||
| FUND CLASS I | BY METLIFE | |||||||
| C/O FASCORE LLC | ||||||||
| 8515 E ORCHARD RD 2T2 | ||||||||
| GREENWOOD VILLAGE CO 80111 | ||||||||
| DELAWARE | RELIANCE TRUST COMPANY | 104,135.005 | 11.89% | |||||
| SMALL CAP CORE | FBO MASSMUTUAL DMF | |||||||
| FUND CLASS R | P.O. BOX 48529 | |||||||
| ATLANTA GA 30362 | ||||||||
| DELAWARE | ASCENSUS TRUST COMPANY | 51,831.297 | 5.92% | |||||
| SMALL CAP CORE | FBO NAGEL PRECISION INC PS | |||||||
| FUND CLASS R | 401K PLAN | |||||||
| PO BOX 10758 | ||||||||
| FARGO ND 58106-0758 | ||||||||
| DELAWARE | LINCOLN NATIONAL LIFE INS CO | 216,360.503 | 24.71% | |||||
| SMALL CAP CORE | 1300 S CLINTON ST | |||||||
| FUND CLASS R | FORT WAYNE IN 46802-3506 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,472,351.821 | 9.73% | |||||
| SMALL CAP | BENEFIT OF ITS CUSTOMERS | |||||||
| VALUE FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 1,240,156.198 | 8.19% | |||||
| SMALL CAP | SERVICES LLC | |||||||
| VALUE FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 831,528.849 | 5.49% | |||||
| SMALL CAP | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| VALUE FUND | BNFT OF CUSTS ATTN MUT FDS | |||||||
| CLASS A | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | PERSHING LLC | 815,403.838 | 5.39% | |||||
| SMALL CAP | 1 PERSHING PLAZA | |||||||
| VALUE FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | DCGT AS TTEE | 1,069,257.225 | 7.06% | |||||
| SMALL CAP | CUST FBO PLIC VARIOUS | |||||||
| VALUE FUND | RETIREMENT PLANS OMNIBUS | |||||||
| CLASS A | ATTN NPIO TRADE DESK | |||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 432,083.776 | 17.51% | |||||
| SMALL CAP | BENEFIT OF ITS CUSTOMERS | |||||||
| VALUE FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 418,913.446 | 16.97% | |||||
| SMALL CAP | HARBORSIDE FINANCIAL CENTER | |||||||
| VALUE FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 318,778.517 | 12.92% | |||||
| SMALL CAP | SERVICES LLC | |||||||
| VALUE FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 218,132.596 | 8.84% | |||||
| SMALL CAP | SPECIAL CUSTODY ACCT FOR THE | |||||||
| VALUE FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | RAYMOND JAMES | 177,626.193 | 7.20% | |||||
| SMALL CAP | OMNIBUS FOR MUTUAL FUNDS | |||||||
| VALUE FUND | ATTN COURTNEY WALLER | |||||||
| CLASS C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | PERSHING LLC | 153,958.604 | 6.24% | |||||
| SMALL CAP | 1 PERSHING PLAZA | |||||||
| VALUE FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS C | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 9,264,034.933 | 28.36% | |||||
| SMALL CAP | HARBORSIDE FINANCIAL CENTER | |||||||
| VALUE FUND | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | NATIONAL FINANCIAL | 3,629,022.224 | 11.11% | |||||
| SMALL CAP | SERVICES LLC | |||||||
| VALUE FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 3,046,170.396 | 9.33% | |||||
| SMALL CAP | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| VALUE FUND | BNFT OF CUSTS ATTN MUT FDS | |||||||
| CLASS I | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | PERSHING LLC | 2,283,254.228 | 6.99% | |||||
| SMALL CAP | 1 PERSHING PLAZA | |||||||
| VALUE FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS I | ||||||||
| DELAWARE | RELIANCE TRUST COMPANY | 97,209.272 | 5.84% | |||||
| SMALL CAP | FBO MASSMUTUAL DMF | |||||||
| VALUE FUND | P.O. BOX 48529 | |||||||
| CLASS R | ATLANTA GA 30362 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 256,369.313 | 15.39% | |||||
| SMALL CAP | BENEFIT OF ITS CUSTOMERS | |||||||
| VALUE FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS R | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | STATE STREET BANK TTEE | 211,770.576 | 12.72% | |||||
| SMALL CAP | CUST FBO ADP ACCESS | |||||||
| VALUE FUND | 401K PRODUCT | |||||||
| CLASS R | 1 LINCOLN ST | |||||||
| BOSTON MA 02111-2901 | ||||||||
| DELAWARE | DCGT AS TTEE AND/OR CUST | 571,231.458 | 34.30% | |||||
| SMALL CAP | FBO PLIC VARIOUS RETIREMENT | |||||||
| VALUE FUND | PLANS OMNIBUS | |||||||
| CLASS R | ATTN NPIO TRADE DESK | |||||||
| 711 HIGH STREET | ||||||||
| DES MOINES, IA 50303 | ||||||||
| DELAWARE SMID | MLPF&S FOR THE SOLE | 2,284,977.074 | 7.83% | |||||
| CAP GROWTH | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE SMID | FIRST CLEARING LLC | 1,922,216.328 | 6.58% | |||||
| CAP GROWTH | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE SMID | NATIONAL FINANCIAL | 1,746,701.141 | 5.98% | |||||
| CAP GROWTH | SERVICES LLC | |||||||
| FUND CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE SMID | PERSHING LLC | 1,488,093.699 | 5.10% | |||||
| CAP GROWTH | 1 PERSHING PLAZA | |||||||
| FUND CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE SMID | MLPF&S FOR THE SOLE | 902,914.824 | 23.42% | |||||
| CAP GROWTH | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE SMID | MORGAN STANLEY SMITH BARNEY | 564,427.504 | 14.64% | |||||
| CAP GROWTH | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE SMID | FIRST CLEARING LLC | 507,803.689 | 13.17% | |||||
| CAP GROWTH | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE SMID | NATIONAL FINANCIAL | 235,092.244 | 6.10% | |||||
| CAP GROWTH | SERVICES LLC | |||||||
| FUND CLASS C | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE SMID | PERSHING LLC | 199,449.939 | 5.17% | |||||
| CAP GROWTH | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE SMID | MORGAN STANLEY SMITH BARNEY | 2,267,853.781 | 22.61% | |||||
| CAP GROWTH | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE SMID | CHARLES SCHWAB & CO INC | 1,428,341.181 | 14.24% | |||||
| CAP GROWTH | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| FUND CLASS I | BNFT OF CUSTS | |||||||
| ATTN MUT FDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE SMID | NATIONAL FINANCIAL | 1,052,380.604 | 10.49% | |||||
| CAP GROWTH | SERVICES LLC | |||||||
| FUND CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE SMID | FIRST CLEARING LLC | 717,621.702 | 7.15% | |||||
| CAP GROWTH | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE SMID | UBS WM USA | 577,796.464 | 5.76% | |||||
| CAP GROWTH | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE SMID | VANGUARD FIDUCIARY | 1,176,617.200 | 11.73% | |||||
| CAP GROWTH | TR COMPANY | |||||||
| FUND CLASS I | 400 DEVON PARK DRIVE 123 | |||||||
| WAYNE PA 19087-1816 | ||||||||
| DELAWARE SMID | WILMINGTON TRUST RISC TTEE | 70,283.202 | 11.03% | |||||
| CAP GROWTH | FBO HARLAN LABORATORIES, INC. | |||||||
| FUND CLASS R | 401(K) PLAN | |||||||
| P.O. BOX 52129 | ||||||||
| PHOENIX AZ 85072 | ||||||||
| DELAWARE SMID | MLPF&S FOR THE SOLE | 263,635.543 | 41.38% | |||||
| CAP GROWTH | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS R | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 1,375,961.778 | 19.77% | |||||
| FREE ARIZONA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | CHARLES SCHWAB & CO INC | 762,515.369 | 10.96% | |||||
| FREE ARIZONA | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS A | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 537,940.960 | 7.73% | |||||
| FREE ARIZONA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 494,473.418 | 7.11% | |||||
| FREE ARIZONA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS A | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE TAX- | RBC CAPITAL MARKETS LLC | 458,413.776 | 6.59% | |||||
| FREE ARIZONA | BEVERLY G RUBIN & | |||||||
| FUND CLASS A | JONATHAN LAMPITT TTEES | |||||||
| SCOTTSDALE AZ 85254 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 171,110.051 | 30.79% | |||||
| FREE ARIZONA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 128,114.741 | 23.05% | |||||
| FREE ARIZONA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 53,790.537 | 9.68% | |||||
| FREE ARIZONA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE TAX- | CHARLES SCHWAB & CO INC | 52,660.619 | 9.48% | |||||
| FREE ARIZONA | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS C | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 14,339.092 | 39.95% | |||||
| FREE ARIZONA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 13,134.463 | 36.59% | |||||
| FREE ARIZONA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | UBS WM USA | 8,223.877 | 22.91% | |||||
| FREE ARIZONA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 1,866,384.413 | 32.71% | |||||
| FREE CALIFORNIA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 625,397.977 | 10.96% | |||||
| FREE CALIFORNIA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS A | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE TAX- | NATIONAL FINANCIAL | 387,114.014 | 6.79% | |||||
| FREE CALIFORNIA | SERVICES LLC | |||||||
| FUND CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE TAX- | PERSHING LLC | 318,395.937 | 5.58% | |||||
| FREE CALIFORNIA | 1 PERSHING PLAZA | |||||||
| FUND CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE TAX- | UBS WM USA | 316,765.641 | 5.55% | |||||
| FREE CALIFORNIA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS A | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 379,206.807 | 28.14% | |||||
| FREE CALIFORNIA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 324,381.194 | 24.07% | |||||
| FREE CALIFORNIA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 156,697.949 | 11.63% | |||||
| FREE CALIFORNIA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | UBS WM USA | 101,684.131 | 7.55% | |||||
| FREE CALIFORNIA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS C | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | CHARLES SCHWAB & CO INC | 75,764.050 | 5.62% | |||||
| FREE CALIFORNIA | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS C | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE TAX- | PERSHING LLC | 71,247.363 | 5.29% | |||||
| FREE CALIFORNIA | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 420,184.173 | 44.65% | |||||
| FREE CALIFORNIA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 310,939.004 | 33.04% | |||||
| FREE CALIFORNIA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | UBS WM USA | 209,654.049 | 22.28% | |||||
| FREE CALIFORNIA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 2,650,250.113 | 16.51% | |||||
| FREE COLORADO | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 1,137,853.276 | 7.09% | |||||
| FREE COLORADO | HARBORSIDE FINANCIAL | |||||||
| FUND CLASS A | CENTER PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE TAX- | CHARLES SCHWAB & CO INC | 857,661.516 | 5.34% | |||||
| FREE COLORADO | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS A | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 251,779.117 | 23.83% | |||||
| FREE COLORADO | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | UBS WM USA | 204,440.377 | 19.35% | |||||
| FREE COLORADO | OMNI ACCOUNT M/F | |||||||
| FUND CLASS C | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | PERSHING LLC | 63,766.332 | 6.04% | |||||
| FREE COLORADO | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 62,721.625 | 5.94% | |||||
| FREE COLORADO | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE TAX- | UBS WM USA | 256,825.120 | 64.29% | |||||
| FREE COLORADO | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 110,761.593 | 27.73% | |||||
| FREE COLORADO | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 1,519,498.069 | 22.77% | |||||
| TAX-FREE IDAHO | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 1,019,316.036 | 15.28% | |||||
| TAX-FREE IDAHO | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS A | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | PERSHING LLC | 566,152.003 | 8.48% | |||||
| TAX-FREE IDAHO | 1 PERSHING PLAZA | |||||||
| FUND CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 404,941.292 | 6.07% | |||||
| TAX-FREE IDAHO | HARBORSIDE FINANCIAL | |||||||
| FUND CLASS A | CENTER PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | UBS WM USA | 346,675.337 | 5.20% | |||||
| TAX-FREE IDAHO | OMNI ACCOUNT M/F | |||||||
| FUND CLASS A | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 335,354.386 | 5.03% | |||||
| TAX-FREE IDAHO | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 1,168,236.043 | 45.13% | |||||
| TAX-FREE IDAHO | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 278,580.808 | 10.76% | |||||
| TAX-FREE IDAHO | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 269,946.279 | 10.43% | |||||
| TAX-FREE IDAHO | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS C | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | RAYMOND JAMES | 236,344.380 | 9.13% | |||||
| TAX-FREE IDAHO | OMNIBUS FOR MUTUAL FUNDS | |||||||
| FUND CLASS C | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | LPL FINANCIAL | 129,658.470 | 5.01% | |||||
| TAX-FREE IDAHO | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FUND CLASS C | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 140,026.277 | 57.97% | |||||
| TAX-FREE IDAHO | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | UBS WM USA | 63,913.776 | 26.46% | |||||
| TAX-FREE IDAHO | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 26,721.353 | 11.06% | |||||
| TAX-FREE IDAHO | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE TAX- | PERSHING LLC | 4,747,238.457 | 12.14% | |||||
| FREE MINNESOTA | 1 PERSHING PLAZA | |||||||
| FUND CLASS A | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 2,793,109.205 | 7.14% | |||||
| FREE MINNESOTA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE TAX- | NATIONAL FINANCIAL | 2,371,169.742 | 6.06% | |||||
| FREE MINNESOTA | SERVICES LLC | |||||||
| FUND CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE TAX- | PERSHING LLC | 510,578.236 | 15.23% | |||||
| FREE MINNESOTA | 1 PERSHING PLAZA | |||||||
| FUND CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 272,205.281 | 8.12% | |||||
| FREE MINNESOTA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | UBS WM USA | 244,324.915 | 7.29% | |||||
| FREE MINNESOTA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS C | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 172,689.456 | 5.15% | |||||
| FREE MINNESOTA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | UBS WM USA | 830,226.895 | 42.00% | |||||
| FREE MINNESOTA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | NATIONAL FINANCIAL | 605,623.579 | 30.64% | |||||
| FREE MINNESOTA | SERVICES LLC | |||||||
| FUND CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 317,338.909 | 16.05% | |||||
| FREE MINNESOTA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 101,462.768 | 5.13% | |||||
| FREE MINNESOTA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE TAX- | PERSHING LLC | 1,904,807.992 | 24.55% | |||||
| FREE MINNESOTA | 1 PERSHING PLAZA | |||||||
| INT FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE TAX- | LPL FINANCIAL | 796,278.016 | 10.26% | |||||
| FREE MINNESOTA | --OMNIBUS CUSTOMER | |||||||
| INT FUND | ACCOUNT— | |||||||
| CLASS A | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 696,241.826 | 8.97% | |||||
| FREE MINNESOTA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INT FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 392,454.533 | 5.06% | |||||
| FREE MINNESOTA | HARBORSIDE FINANCIAL CENTER | |||||||
| INT FUND | PLAZA 2 3RD FL | |||||||
| CLASS A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 221,280.305 | 20.34% | |||||
| FREE MINNESOTA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INT FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE TAX- | PERSHING LLC | 157,438.426 | 14.47% | |||||
| FREE MINNESOTA | 1 PERSHING PLAZA | |||||||
| INT FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS C | ||||||||
| DELAWARE TAX- | UBS WM USA | 81,042.734 | 7.45% | |||||
| FREE MINNESOTA | OMNI ACCOUNT M/F | |||||||
| INT FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | CHARLES SCHWAB & CO INC | 72,455.743 | 6.66% | |||||
| FREE MINNESOTA | SPECIAL CUSTODY ACCT | |||||||
| INT FUND | FBO CUSTOMERS | |||||||
| CLASS C | ATTN MUTUAL FUNDS | |||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE TAX- | NATIONAL FINANCIAL | 68,763.798 | 6.32% | |||||
| FREE MINNESOTA | SERVICES LLC | |||||||
| INT FUND | (FBO) OUR CUSTOMERS | |||||||
| CLASS C | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE TAX- | MORGAN STANLEY SMITH BARNEY | 53,859.784 | 22.93% | |||||
| FREE MINNESOTA | HARBORSIDE FINANCIAL CENTER | |||||||
| INT FUND | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE TAX- | UBS WM USA | 27,710.504 | 11.79% | |||||
| FREE MINNESOTA | OMNI ACCOUNT M/F | |||||||
| INT FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE TAX- | MLPF&S FOR THE SOLE | 24,625.268 | 10.48% | |||||
| FREE MINNESOTA | BENEFIT OF ITS CUSTOMERS | |||||||
| INT FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE TAX- | LPL FINANCIAL | 14,371.924 | 6.12% | |||||
| FREE MINNESOTA | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INT FUND | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS I | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE TAX- | ROBERT W BAIRD & CO. INC. | 44,943.232 | 19.13% | |||||
| FREE MINNESOTA | 777 EAST WISCONSIN AVENUE | |||||||
| INT FUND | MILWAUKEE WI 53202-5391 | |||||||
| CLASS I | ||||||||
| DELAWARE TAX- | ROBERT W BAIRD & CO. INC. | 27,913.670 | 11.88% | |||||
| FREE MINNESOTA | 777 EAST WISCONSIN AVENUE | |||||||
| INT FUND | MILWAUKEE WI 53202-5391 | |||||||
| CLASS I | ||||||||
| DELAWARE TAX- | ROBERT W BAIRD & CO. INC. | 14,273.366 | 6.08% | |||||
| FREE MINNESOTA | 777 EAST WISCONSIN AVENUE | |||||||
| INT FUND | MILWAUKEE WI 53202-5391 | |||||||
| CLASS I | ||||||||
| DELAWARE TAX- | ROBERT W BAIRD & CO. INC. | 12,954.890 | 5.51% | |||||
| FREE MINNESOTA | 777 EAST WISCONSIN AVENUE | |||||||
| INT FUND | MILWAUKEE WI 53202-5391 | |||||||
| CLASS I | ||||||||
| DELAWARE TAX- | LPL FINANCIAL | 916,380.602 | 21.72% | |||||
| FREE NEW YORK | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FUND CLASS A | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE TAX- | FIRST CLEARING LLC | 652,165.959 | 15.46% | |||||
| FREE NEW YORK | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | PERSHING LLC | 485,565.540 | 11.51% | |||||
| TAX-FREE | 1 PERSHING PLAZA | |||||||
| NEW YORK FUND | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 395,923.116 | 9.38% | |||||
| TAX-FREE | HARBORSIDE FINANCIAL CENTER | |||||||
| NEW YORK FUND | PLAZA 2 3RD FL | |||||||
| CLASS A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 255,625.816 | 6.06% | |||||
| TAX-FREE | BENEFIT OF ITS CUSTOMERS | |||||||
| NEW YORK FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS A | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 860,776.777 | 54.06% | |||||
| TAX-FREE | BENEFIT OF ITS CUSTOMERS | |||||||
| NEW YORK FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 213,758.220 | 13.42% | |||||
| TAX-FREE | HARBORSIDE FINANCIAL CENTER | |||||||
| NEW YORK FUND | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | FIRST CLEARING LLC | 130,127.471 | 8.17% | |||||
| TAX-FREE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| NEW YORK FUND | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | UBS WM USA | 129,220.340 | 8.12% | |||||
| TAX-FREE | OMNI ACCOUNT M/F | |||||||
| NEW YORK FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS C | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | UBS WM USA | 570,233.409 | 67.03% | |||||
| TAX-FREE | OMNI ACCOUNT M/F | |||||||
| NEW YORK FUND | ATTN DEPARTMENT MANAGER | |||||||
| CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 151,475.034 | 17.81% | |||||
| TAX-FREE | HARBORSIDE FINANCIAL CENTER | |||||||
| NEW YORK FUND | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | MLPF&S FOR THE SOLE | 128,012.173 | 15.05% | |||||
| TAX-FREE | BENEFIT OF ITS CUSTOMERS | |||||||
| NEW YORK FUND | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | NATIONAL FINANCIAL | 6,051,932.435 | 11.05% | |||||
| TAX-FREE | SERVICES LLC | |||||||
| PENNSYLVANIA | (FBO) OUR CUSTOMERS | |||||||
| FUND CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 5,913,991.540 | 10.79% | |||||
| TAX-FREE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| PENNSYLVANIA | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 4,017,901.744 | 7.33% | |||||
| TAX-FREE | HARBORSIDE FINANCIAL CENTER | |||||||
| PENNSYLVANIA | PLAZA 2 3RD FL | |||||||
| FUND CLASS A | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 3,718,131.931 | 6.79% | |||||
| TAX-FREE | SPECIAL CUSTODY ACCT | |||||||
| PENNSYLVANIA | FBO CUSTOMERS | |||||||
| FUND CLASS A | ATTN MUTUAL FUNDS | |||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 653,529.699 | 16.13% | |||||
| TAX-FREE | HARBORSIDE FINANCIAL CENTER | |||||||
| PENNSYLVANIA | PLAZA 2 3RD FL | |||||||
| FUND CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | FIRST CLEARING LLC | 467,489.288 | 11.54% | |||||
| TAX-FREE | SPECIAL CUSTODY ACCT FOR THE | |||||||
| PENNSYLVANIA | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| FUND CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 428,304.865 | 10.57% | |||||
| TAX-FREE | BENEFIT OF ITS CUSTOMERS | |||||||
| PENNSYLVANIA | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | LPL FINANCIAL | 403,021.367 | 9.95% | |||||
| TAX-FREE | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| PENNSYLVANIA | ATTN: LINDSAY O’TOOLE | |||||||
| FUND CLASS C | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | RAYMOND JAMES | 294,350.000 | 7.27% | |||||
| TAX-FREE | OMNIBUS FOR MUTUAL FUNDS | |||||||
| PENNSYLVANIA | ATTN COURTNEY WALLER | |||||||
| FUND CLASS C | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | CHARLES SCHWAB & CO INC | 263,599.536 | 6.51% | |||||
| TAX-FREE | SPECIAL CUSTODY ACCT | |||||||
| PENNSYLVANIA | FBO CUSTOMERS | |||||||
| FUND CLASS C | ATTN MUTUAL FUNDS | |||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | PERSHING LLC | 212,294.925 | 5.24% | |||||
| TAX-FREE | 1 PERSHING PLAZA | |||||||
| PENNSYLVANIA | JERSEY CITY NJ 07399-0002 | |||||||
| FUND CLASS C | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 287,920.779 | 31.45% | |||||
| TAX-FREE | BENEFIT OF ITS CUSTOMERS | |||||||
| PENNSYLVANIA | ATTENTION: FUND ADMIN SEC | |||||||
| FUND CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | UBS WM USA | 226,476.513 | 24.74% | |||||
| TAX-FREE | OMNI ACCOUNT M/F | |||||||
| PENNSYLVANIA | ATTN DEPARTMENT MANAGER | |||||||
| FUND CLASS I | 499 WASHINGTON BLVD FL 9 | |||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 198,383.055 | 21.67% | |||||
| TAX-FREE | HARBORSIDE FINANCIAL CENTER | |||||||
| PENNSYLVANIA | PLAZA 2 3RD FL | |||||||
| FUND CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | RAYMOND JAMES | 101,853.740 | 11.12% | |||||
| TAX-FREE | OMNIBUS FOR MUTUAL FUNDS | |||||||
| PENNSYLVANIA | ATTN COURTNEY WALLER | |||||||
| FUND CLASS I | 880 CARILLON PARKWAY | |||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 10,124,418.143 | 24.23% | |||||
| TAX-FREE USA | SERVICES LLC | |||||||
| FUND CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 4,007,945.568 | 9.59% | |||||
| TAX-FREE USA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS A | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 2,736,715.858 | 6.55% | |||||
| TAX-FREE USA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS A | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 697,828.830 | 27.65% | |||||
| TAX-FREE USA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 301,782.706 | 11.96% | |||||
| TAX-FREE USA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 229,360.751 | 9.09% | |||||
| TAX-FREE USA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | LPL FINANCIAL | 195,838.275 | 7.76% | |||||
| TAX-FREE USA | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FUND CLASS C | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | UBS WM USA | 183,512.288 | 7.27% | |||||
| TAX-FREE USA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS C | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 174,513.140 | 6.91% | |||||
| TAX-FREE USA | SPECIAL CUSTODY ACCT | |||||||
| FUND CLASS C | FBO CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 145,340.875 | 5.76% | |||||
| TAX-FREE USA | SERVICES LLC | |||||||
| FUND CLASS C | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 648,816.994 | 29.86% | |||||
| TAX-FREE USA | BENEFIT OF ITS CUSTOMERS | |||||||
| FUND CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 455,062.571 | 20.94% | |||||
| TAX-FREE USA | HARBORSIDE FINANCIAL CENTER | |||||||
| FUND CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | FIRST CLEARING LLC | 314,905.652 | 14.49% | |||||
| TAX-FREE USA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| FUND CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | LPL FINANCIAL | 275,140.888 | 12.66% | |||||
| TAX-FREE USA | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| FUND CLASS I | ATTN: LINDSAY O’TOOLE | |||||||
| 9785 TOWNE CENTRE DR | ||||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | UBS WM USA | 222,330.655 | 10.23% | |||||
| TAX-FREE USA | OMNI ACCOUNT M/F | |||||||
| FUND CLASS I | ATTN DEPARTMENT MANAGER | |||||||
| 499 WASHINGTON BLVD FL 9 | ||||||||
| JERSEY CITY NJ 07310-2055 | ||||||||
| DELAWARE | LPL FINANCIAL | 3,519,606.615 | 18.30% | |||||
| TAX-FREE USA | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INTERMEDIATE | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS A | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 3,234,244.403 | 16.81% | |||||
| TAX-FREE USA | SERVICES LLC | |||||||
| INTERMEDIATE | (FBO) OUR CUSTOMERS | |||||||
| CLASS A | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 1,648,085.528 | 8.57% | |||||
| TAX-FREE USA | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| INTERMEDIATE | BNFT OF CUSTS ATTN MUT FDS | |||||||
| CLASS A | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 1,501,498.722 | 7.81% | |||||
| TAX-FREE USA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INTERMEDIATE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS A | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | PERSHING LLC | 1,104,620.126 | 5.74% | |||||
| TAX-FREE USA | 1 PERSHING PLAZA | |||||||
| INTERMEDIATE | JERSEY CITY NJ 07399-0002 | |||||||
| CLASS A | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 1,739,323.751 | 39.74% | |||||
| TAX-FREE USA | BENEFIT OF ITS CUSTOMERS | |||||||
| INTERMEDIATE | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS C | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 582,140.382 | 13.30% | |||||
| TAX-FREE USA | HARBORSIDE FINANCIAL CENTER | |||||||
| INTERMEDIATE | PLAZA 2 3RD FL | |||||||
| CLASS C | JERSEY CITY NJ 07311 | |||||||
| DELAWARE | LPL FINANCIAL | 558,240.373 | 12.76% | |||||
| TAX-FREE USA | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INTERMEDIATE | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS C | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 545,886.951 | 12.47% | |||||
| TAX-FREE USA | SPECIAL CUSTODY ACCT FOR THE | |||||||
| INTERMEDIATE | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| CLASS C | 2801 MARKET ST | |||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 19,941,891.590 | 52.13% | |||||
| TAX-FREE USA | BENEFIT OF ITS CUSTOMERS | |||||||
| INTERMEDIATE | ATTENTION: FUND ADMIN SEC | |||||||
| CLASS I | 4800 DEER LAKE DRIVE EAST, 2ND FL | |||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 4,595,144.429 | 12.01% | |||||
| TAX-FREE USA | SERVICES LLC | |||||||
| INTERMEDIATE | (FBO) OUR CUSTOMERS | |||||||
| CLASS I | ATTN MUTUAL FUNDS | |||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | LPL FINANCIAL | 4,500,494.713 | 11.76% | |||||
| TAX-FREE USA | --OMNIBUS CUSTOMER ACCOUNT-- | |||||||
| INTERMEDIATE | ATTN: LINDSAY O’TOOLE | |||||||
| CLASS I | 9785 TOWNE CENTRE DR | |||||||
| SAN DIEGO CA 92121 | ||||||||
| DELAWARE | CHARLES SCHWAB & CO INC | 2,602,176.856 | 6.80% | |||||
| TAX-FREE USA | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| INTERMEDIATE | BNFT OF CUSTS ATTN MUT FDS | |||||||
| CLASS I | 211 MAIN ST | |||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 1,982,103.547 | 5.18% | |||||
| TAX-FREE USA | HARBORSIDE FINANCIAL CENTER | |||||||
| INTERMEDIATE | PLAZA 2 3RD FL | |||||||
| CLASS I | JERSEY CITY NJ 07311 | |||||||
| DELAWARE U.S. | CHARLES SCHWAB & CO INC | 1,512,650.968 | 10.24% | |||||
| GROWTH FUND | SPEC CUSTODY ACCT FOR THE EXCL | |||||||
| CLASS A | BNFT OF CUSTS ATTN MUT FDS | |||||||
| 211 MAIN ST | ||||||||
| SAN FRANCISCO CA 94105-1905 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE U.S. | NATIONAL FINANCIAL | 1,247,802.368 | 8.45% | |||||
| GROWTH FUND | SERVICES LLC | |||||||
| CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE U.S. | MLPF&S FOR THE SOLE | 999,055.594 | 6.76% | |||||
| GROWTH FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE U.S. | MLPF&S FOR THE SOLE | 1,066,014.398 | 26.39% | |||||
| GROWTH FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE U.S. | MORGAN STANLEY SMITH BARNEY | 646,114.778 | 15.99% | |||||
| GROWTH FUND | HARBORSIDE FINANCIAL CENTER | |||||||
| CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE U.S. | FIRST CLEARING LLC | 577,242.616 | 14.29% | |||||
| GROWTH FUND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE U.S. | RAYMOND JAMES | 564,820.206 | 13.98% | |||||
| GROWTH FUND | OMNIBUS FOR MUTUAL FUNDS | |||||||
| CLASS C | ATTN COURTNEY WALLER | |||||||
| 880 CARILLON PARKWAY | ||||||||
| ST PETERSBURG FL 33713 | ||||||||
| DELAWARE U.S. | PERSHING LLC | 235,525.765 | 5.83% | |||||
| GROWTH FUND | 1 PERSHING PLAZA | |||||||
| CLASS C | JERSEY CITY NJ 07399-0002 | |||||||
| DELAWARE U.S. | WELLS FARGO BANK | 21,783,221.307 | 19.35% | |||||
| GROWTH FUND | FBO WELLS FARGO BANK PLAN | |||||||
| CLASS I | 1525 WEST WT HARRIS BLVD | |||||||
| CHARLOTTE, NC 28288-1151 | ||||||||
| DELAWARE U.S. | EDWARD D JONES AND CO | 19,406,408.663 | 17.23% | |||||
| GROWTH FUND | FOR THE BENEFIT OF CUSTOMERS | |||||||
| CLASS I | 12555 MANCHESTER ROAD | |||||||
| ST LOUIS MO 63131-3710 | ||||||||
| DELAWARE U.S. | FIRST CLEARING LLC | 14,795,234.081 | 13.14% | |||||
| GROWTH FUND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE U.S. | NATIONAL FINANCIAL | 9,833,863.549 | 8.73% | |||||
| GROWTH FUND | SERVICES LLC | |||||||
| CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE U.S. | MORGAN STANLEY SMITH BARNEY | 8,883,050.333 | 7.89% | |||||
| GROWTH FUND | HARBORSIDE FINANCIAL CENTER | |||||||
| CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE U.S. | WELLS FARGO BANK NA | 11,524,758.052 | 10.23% | |||||
| GROWTH FUND | FBO OMNIBUS ACCOUNT | |||||||
| CLASS I | REINV/REINV | |||||||
| PO BOX 1533 | ||||||||
| MINNEAPOLIS MN 55480-1533 | ||||||||
| DELAWARE U.S. | GREAT-WEST TRUST COMPANY | 122,649.837 | 12.50% | |||||
| GROWTH FUND | LLC TTEE EMPLOYEE BENEFITS | |||||||
| CLASS R | CLIENTS 401K | |||||||
| 8515 E ORCHARD RD 2T2 | ||||||||
| GREENWOOD VILLAGE CO 80111 | ||||||||
| DELAWARE U.S. | RELIANCE TRUST COMPANY | 85,748.068 | 8.74% | |||||
| GROWTH FUND | FBO MASSMUTUAL DMF | |||||||
| CLASS R | P.O. BOX 48529 | |||||||
| ATLANTA GA 30362 | ||||||||
| DELAWARE U.S. | MG TRUST COMPANY TRUSTEE | 54,761.925 | 5.58% | |||||
| GROWTH FUND | IIF DATA SOLUTIONS, INC. | |||||||
| CLASS R | 717 17TH STREET SUITE 1300 | |||||||
| DENVER CO 80202 | ||||||||
| DELAWARE U.S. | MLPF&S FOR THE SOLE | 275,041.992 | 28.04% | |||||
| GROWTH FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS R | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 36,128,514.817 | 26.17% | |||||
| VALUE® FUND | SERVICES LLC | |||||||
| CLASS A | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 12,200,657.296 | 8.84% | |||||
| VALUE FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS A | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 11,285,247.062 | 44.81% | |||||
| VALUE FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS C | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 3,158,261.551 | 12.54% | |||||
| VALUE FUND | HARBORSIDE FINANCIAL CENTER | |||||||
| CLASS C | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 2,363,701.474 | 9.38% | |||||
| VALUE FUND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CLASS C | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | NATIONAL FINANCIAL | 88,503,046.642 | 38.07% | |||||
| VALUE FUND | SERVICES LLC | |||||||
| CLASS I | (FBO) OUR CUSTOMERS | |||||||
| ATTN MUTUAL FUNDS | ||||||||
| DEPARTMENT | ||||||||
| 499 WASHINGTON BLVD 4TH FLOOR | ||||||||
| JERSEY CITY NJ 07310 | ||||||||
| DELAWARE | FIRST CLEARING LLC | 57,051,173.938 | 24.54% | |||||
| VALUE FUND | SPECIAL CUSTODY ACCT FOR THE | |||||||
| CLASS I | EXCLUSIVE BENEFIT OF CUSTOMER | |||||||
| 2801 MARKET ST | ||||||||
| SAINT LOUIS MO 63103-2523 | ||||||||
| DELAWARE | MLPF&S FOR THE SOLE | 25,987,802.659 | 11.18% | |||||
| VALUE FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS I | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 21,137,525.162 | 9.09% | |||||
| VALUE FUND | HARBORSIDE FINANCIAL CENTER | |||||||
| CLASS I | PLAZA 2 3RD FL | |||||||
| JERSEY CITY NJ 07311 | ||||||||
| DELAWARE | RELIANCE TRUST COMPANY | 318,632.283 | 12.47% | |||||
| VALUE FUND | FBO MASSMUTUAL DMF | |||||||
| CLASS R | P.O. BOX 48529 | |||||||
| ATLANTA GA 30362 | ||||||||
| DELAWARE | PIMS/PRUDENTIAL RETIREMENT | 201,096.906 | 7.87% | |||||
| VALUE FUND | AS NOMINEE FOR THE TTEE/CUST PL | |||||||
| CLASS R | CATHOLIC DIOCESE OF | |||||||
| ARLINGTON | ||||||||
| 200 NORTH GLEBE ROAD SUITE 600 | ||||||||
| ARLINGTON VA 22203 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE | MLPF&S FOR THE SOLE | 834,989.090 | 32.68% | |||||
| VALUE® FUND | BENEFIT OF ITS CUSTOMERS | |||||||
| CLASS R | ATTENTION: FUND ADMIN SEC | |||||||
| 4800 DEER LAKE DRIVE EAST, 2ND FL | ||||||||
| JACKSONVILLE FL 32246-6484 | ||||||||
| DELAWARE | STATE STREET BANK TTEE | 465,981.201 | 18.24% | |||||
| VALUE FUND | CUST FBO ADP ACCESS 401K | |||||||
| CLASS R | PRODUCT | |||||||
| 1 LINCOLN ST | ||||||||
| BOSTON MA 02111-2901 | ||||||||
| THE FOCUS SMID-CAP | SEI PRIVATE TRUST COMPANY | 153,474.559 | 5.88% | |||||
| GROWTH EQUITY | C/O STATE STREET | |||||||
| PORTFOLIO | FBO CHF INTL LONG TERM | |||||||
| DPT CLASS | INVESTMENT | |||||||
| MGR 961 ROCKEFELLER & CO | ||||||||
| ONE FREEDOM VALLEY DR | ||||||||
| OAKS PA 19456 | ||||||||
| THE FOCUS SMID-CAP | THE PHILADELPHIA FOUNDATION | 245,162.608 | 9.40% | |||||
| GROWTH EQUITY | 1234 MARKET ST STE 1800 | |||||||
| PORTFOLIO | PHILADELPHIA PA 19107-3792 | |||||||
| DPT CLASS | ||||||||
| THE FOCUS SMID-CAP | THE RONALD REAGAN | 230,577.081 | 8.84% | |||||
| GROWTH EQUITY | PRESIDENTIAL FOUNDATION & | |||||||
| PORTFOLIO | INSTITUTE - ENDOWMENT | |||||||
| DPT CLASS | 40 PRESIDENTIAL DR | |||||||
| SIMI VALLEY CA 93065-0699 | ||||||||
| THE FOCUS SMID-CAP | NORTHERN TRUST CUSTODIAN | 576,112.805 | 22.09% | |||||
| GROWTH EQUITY | FBO CM INVESTMENTS LLC | |||||||
| PORTFOLIO | PO BOX 92956 | |||||||
| DPT CLASS | CHICAGO IL 60675-2956 | |||||||
| THE FOCUS SMID-CAP | NORTHERN TRUST CO | 310,193.246 | 11.89% | |||||
| GROWTH EQUITY | CUST CONGREGATION OF THE | |||||||
| PORTFOLIO | MISSION INTERNATIONAL FUND | |||||||
| DPT CLASS | PO BOX 92956 | |||||||
| CHICAGO IL 60675-2956 | ||||||||
| THE FOCUS SMID-CAP | SAHARA INVESTMENTS LLC | 602,375.703 | 23.09% | |||||
| GROWTH EQUITY | 1 N FRANKLIN ST STE 2360 | |||||||
| PORTFOLIO | CHICAGO IL 60606-3545 | |||||||
| DPT CLASS | ||||||||
| THE CORE PLUS FIXED | MAC & CO | 1,410,261.497 | 12.52% | |||||
| INCOME PORTFOLIO | FBO PB&T | |||||||
| DPT CLASS | ATTN MUTUAL FUND OPERATIONS | |||||||
| 525 WILLIAM PENN PLACE | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| THE CORE PLUS FIXED | THE NORTHERN TRUST CO | 3,495,682.336 | 31.03% | |||||
| INCOME PORTFOLIO | TRUSTEE | |||||||
| DPT CLASS | FBO GEORGIA GULF | |||||||
| 50 S LA SALLE ST | ||||||||
| CHICAGO IL 60603-1003 | ||||||||
| THE CORE PLUS FIXED | NORTHERN CALIFORNIA | 3,117,961.488 | 27.68% | |||||
| INCOME PORTFOLIO | CARPENTERS REGIONAL COUNCIL | |||||||
| DPT CLASS | LABOR ORGANIZATION ASSETS | |||||||
| 265 HEGENBERGER RD STE 200 | ||||||||
| OAKLAND CA 94621-1480 | ||||||||
| THE CORE PLUS FIXED | PENSION FUND IBEW 96 | 716,941.742 | 6.36% | |||||
| INCOME PORTFOLIO | DEFINED BENEFIT PLAN | |||||||
| DPT CLASS | PO BOX 5817 | |||||||
| WALLINGFORD CT 06492-7617 | ||||||||
| THE CORE PLUS FIXED | UMWA SELECTIVE STRIKE FUND | 913,705.584 | 8.11% | |||||
| INCOME PORTFOLIO | 18354 QUANTICO GATEWAY DR | |||||||
| DPT CLASS | STE 200 | |||||||
| TRIANGLE VA 22172-1779 | ||||||||
| THE CORE PLUS FIXED | SHEET METAL WORKERS LOCAL | 852,559.110 | 7.57% | |||||
| INCOME PORTFOLIO | UNION NO 17 INSURANCE FUND | |||||||
| DPT CLASS | 1157 ADAMS ST 1ST FLOOR | |||||||
| DORCHESTER MA 02124 | ||||||||
| THE EMERGING | STATE UNIVERSITIES RETIREMENT | 6,408,738.777 | 21.55% | |||||
| MARKETS PORTFOLIO | SYSTEM OF ILLINOIS | |||||||
| DPT CLASS | 1901 FOX DR | |||||||
| CHAMPAIGN IL 61820-7333 | ||||||||
| THE EMERGING | MASTER TRUST BETWEEN PFIZER | 4,448,824.945 | 14.96% | |||||
| MARKETS PORTFOLIO | INC AND THE NORTHERN TRUST CO | |||||||
| DPT CLASS | 235 E 42ND ST | |||||||
| NEW YORK NY 10017-5703 | ||||||||
| THE EMERGING | SEI PRIVATE TRUST COMPANY | 4,217,107.327 | 14.18% | |||||
| MARKETS PORTFOLIO | C/O SUN TRUST BANK FBO AMA | |||||||
| DPT CLASS | ATTN: MUTUAL FUNDS | |||||||
| ONE FREEDOM VALLEY DRIVE | ||||||||
| OAKS PA 19456-9989 | ||||||||
| THE EMERGING | SEI PRIVATE TRUST CO | 2,255,043.327 | 7.58% | |||||
| MARKETS PORTFOLIO | C/O SUNTRUST BANK FBO AMA | |||||||
| DPT CLASS | ATTN: MUTUAL FUNDS | |||||||
| 1 FREEDOM VALLEY DRIVE | ||||||||
| OAKS PA 19456-9989 | ||||||||
| THE EMERGING | THE SPENCER FOUNDATION | 1,976,279.241 | 6.64% | |||||
| MARKETS PORTFOLIO | 625 N MICHIGAN AVE STE 1600 | |||||||
| DPT CLASS | CHICAGO IL 60611-3109 | |||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| THE EMERGING | MOORINGS CAPITAL LLC | 3,710,691.354 | 12.47% | |||||
| MARKETS PORTFOLIO | 701 GREEN VALLEY RD STE 300 | |||||||
| DPT CLASS | GREENSBORO NC 27408-7096 | |||||||
| THE EMERGING | STATE STREET BANK AND TRUST CO | 1,449,792.080 | 32.16% | |||||
| MARKETS | TTEE ONE GAS INC | |||||||
| PORTFOLIO II | MASTER TRUST FOR DEFINED | |||||||
| DPT CLASS | BENEFIT PLANS | |||||||
| 1200 CROWN COLONY DR | ||||||||
| QUINCY MA 02169-0938 | ||||||||
| THE EMERGING | ASSOCIATED SULPICIANS | 527,736.727 | 11.71% | |||||
| MARKETS | OF THE US - ADMINISTRATION | |||||||
| PORTFOLIO II | & SERVICES | |||||||
| DPT CLASS | 5408 ROLAND AVE | |||||||
| BALTIMORE MD 21210-1988 | ||||||||
| THE EMERGING | SOCIETY OF ST SULPICE | 263,868.364 | 5.85% | |||||
| MARKETS | FOUNDATION US INC - | |||||||
| PORTFOLIO II | RETIREMENT | |||||||
| DPT CLASS | 5408 ROLAND AVE | |||||||
| BALTIMORE MD 21210-1988 | ||||||||
| THE EMERGING | RETIREMENT PLAN FOR EMPLOYEES | 571,984.438 | 12.69% | |||||
| MARKETS | OF ONEOK INC AND SUBSIDIARIES | |||||||
| PORTFOLIO II | 100 W 5TH ST | |||||||
| DPT CLASS | TULSA OK 74103-4279 | |||||||
| THE EMERGING | THE NORTHERN TRUST COMPANY | 326,046.559 | 7.23% | |||||
| MARKETS | CUST FBO PETER NORTON | |||||||
| PORTFOLIO II | UNITRUST | |||||||
| DPT CLASS | PO BOX 92956 | |||||||
| CHICAGO IL 60675-2956 | ||||||||
| THE EMERGING | MARIANO RIVERA & | 254,178.561 | 5.64% | |||||
| MARKETS | CLARA RIVERA JT WROS | |||||||
| PORTFOLIO II | RYE NY 10580 | |||||||
| DPT CLASS | ||||||||
| THE HIGH YIELD | AMALGAMATED BANK OF | 1,086,614.478 | 5.23% | |||||
| BOND PORTFOLIO | CHICAGO | |||||||
| DPT CLASS | FBO CONSTRUCTION WORKERS | |||||||
| PENSION FUND | ||||||||
| LAKE COUNTY & VICINITY | ||||||||
| 1W MONROE | ||||||||
| CHICAGO IL 60603 | ||||||||
| THE HIGH YIELD | DESERET MUTUAL BENEFIT | 2,957,475.339 | 14.23% | |||||
| BOND PORTFOLIO | ADMIN AS TRUSTEE FOR DESERET | |||||||
| DPT CLASS | MUTUAL EMPLOYEE PENSION | |||||||
| TRUST (FIXED INCOME) | ||||||||
| 179 SOCIAL HALL AVE, SUITE 100 | ||||||||
| SALT LAKE CITY UT 84111-1542 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| THE HIGH YIELD | STATE STREET BANK & TRUST | 2,297,062.011 | 11.05% | |||||
| BOND PORTFOLIO | FBO GEORGIA STATE UNIVERSITY | |||||||
| DPT CLASS | FOUNDATION INC | |||||||
| CUST GORDON E DAVIES | ||||||||
| PO BOX 3963 | ||||||||
| ATLANTA GA 30302-3963 | ||||||||
| THE HIGH YIELD | BANK OF STOCKTON | 1,965,948.897 | 9.46% | |||||
| BOND PORTFOLIO | ATTN TRUST DEPT | |||||||
| DPT CLASS | PO BOX 201014 | |||||||
| STOCKTON CA 952011110 | ||||||||
| THE HIGH YIELD | MAC & CO | 1,797,050.856 | 8.64% | |||||
| BOND PORTFOLIO | PUBLIC PENSION | |||||||
| DPT CLASS | MUTUAL FUND OPS | |||||||
| PO BOX 3198 | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| THE HIGH YIELD | NORTHERN TRUST | 1,059,833.020 | 5.10% | |||||
| BOND PORTFOLIO | CUST FBO AURORA HEALTH CARE | |||||||
| DPT CLASS | FOUNDATION INC | |||||||
| PO BOX 92956 | ||||||||
| CHICAGO IL 60675-2956 | ||||||||
| THE HIGH YIELD | SAXON & CO | 1,266,459.867 | 6.09% | |||||
| BOND PORTFOLIO | FBO 20-46-002-6810047 | |||||||
| DPT CLASS | PO BOX 7780-1888 | |||||||
| PHILADELPHIA PA 19182 | ||||||||
| THE HIGH YIELD | NORTHERN TRUST AS TRUSTEE | 1,683,682.950 | 8.10% | |||||
| BOND PORTFOLIO | FBO AURORA HEALTH CARE INC | |||||||
| DPT CLASS | PENSION PLAN | |||||||
| PO BOX 92956 | ||||||||
| CHICAGO IL 60675-2956 | ||||||||
| THE INTERNATIONAL | NATIONAL FINANCIAL | 1,725,168.700 | 6.04% | |||||
| EQUITY PORTFOLIO | SERVICES LLC | |||||||
| DPT CLASS | FOR THE EXCLUSIVE BENEFIT | |||||||
| OF OUR CUSTOMERS | ||||||||
| ATTN MUTUAL FUNDS DEPT FL4 | ||||||||
| 499 WASHINGTON BLVD | ||||||||
| JERSEY CITY NJ 07310-2010 | ||||||||
| THE INTERNATIONAL | WELLS FARGO BANK NA | 6,647,348.605 | 23.27% | |||||
| EQUITY PORTFOLIO | FBO OMNIBUS ACCOUNT | |||||||
| DPT CLASS | CASH/CASH | |||||||
| PO BOX 1533 | ||||||||
| MINNEAPOLIS MN 55480-1533 | ||||||||
| THE INTERNATIONAL | MARYLAND PREPAID | 4,720,009.793 | 16.53% | |||||
| EQUITY PORTFOLIO | COLLEGE TRUST | |||||||
| DPT CLASS | 217 E REDWOOD ST STE 1350 | |||||||
| BALTIMORE MD 21202-3314 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| THE INTERNATIONAL | MAC & CO | 3,745,842.934 | 13.12% | |||||
| EQUITY PORTFOLIO | MUTUAL FUND OPERATIONS | |||||||
| DPT CLASS | MUTUAL FUNDS OPS-TC | |||||||
| PO BOX 3198 | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| THE INTERNATIONAL | WELLS FARGO BANK NA | 2,338,069.049 | 8.19% | |||||
| EQUITY PORTFOLIO | FBO OMNIBUS ACCOUNT | |||||||
| DPT CLASS | REINV/REINV | |||||||
| PO BOX 1533 | ||||||||
| MINNEAPOLIS MN 55480-1533 | ||||||||
| THE INTERNATIONAL | NORTHERN TRUST CO TTEE | 1,577,103.634 | 5.52% | |||||
| EQUITY PORTFOLIO | FBO UBS FINANCIAL SERVICES INC | |||||||
| DPT CLASS | PENSION PLAN TR | |||||||
| PO BOX 92956 | ||||||||
| CHICAGO IL 60675-2956 | ||||||||
| THE LABOR SELECT | LOCAL 804 I.B.T & LOCAL 447 I.A.M. | 4,654,083.284 | 17.63% | |||||
| INTERNATIONAL | UPS MULTI-EMPLOYER | |||||||
| EQUITY PORTFOLIO | RETIREMENT PLAN | |||||||
| DPT CLASS | 55 GLENLAKE PKWY NE | |||||||
| ATLANTA GA 30328-3474 | ||||||||
| THE LABOR SELECT | MICHIGAN LABORERS | 2,662,069.074 | 10.08% | |||||
| INTERNATIONAL | PENSION FUND | |||||||
| EQUITY PORTFOLIO | 30700 TELEGRAPH RD STE 2400 | |||||||
| DPT CLASS | BINGHAM FARMS MI 48025-4534 | |||||||
| THE LABOR SELECT | COMERICA BANK | 2,403,171.354 | 9.10% | |||||
| INTERNATIONAL | FBO SAN FRANCISCO | |||||||
| EQUITY PORTFOLIO | CULINARY BARTENDERS & | |||||||
| DPT CLASS | SERVICE EMPLOYEES | |||||||
| PO BOX 75000 M/C 3446 | ||||||||
| DETROIT MI 48275-0001 | ||||||||
| THE LABOR SELECT | INDUSTRICORP & CO | 1,634,601.251 | 6.19% | |||||
| INTERNATIONAL | FBO SHEET METAL #10 | |||||||
| EQUITY PORTFOLIO | PENSION PLAN | |||||||
| DPT CLASS | 312 CENTRAL AVE SE STE 508 | |||||||
| MINNEAPOLIS MN 55414-1166 | ||||||||
| THE LABOR SELECT | NORTHERN TRUST | 1,619,691.276 | 6.14% | |||||
| INTERNATIONAL | CUSTODIAN FBO MIDWEST | |||||||
| EQUITY PORTFOLIO | OPERATING ENGINEERS WELFARE | |||||||
| DPT CLASS | PO BOX 92956 | |||||||
| CHICAGO IL 60675-2956 | ||||||||
| THE LABOR SELECT | WACHOVIA BANK | 1,584,369.945 | 6.00% | |||||
| INTERNATIONAL | FBO SMW 10 CORE FUND | |||||||
| EQUITY PORTFOLIO | 1076 DEFINED BENEFIT PLAN | |||||||
| DPT CLASS | 1525 W WT HARRIS BLVD | |||||||
| CHARLOTTE NC 28262-8522 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| THE LABOR SELECT | IRON WORKERS MID-AMERICA | 1,466,164.880 | 5.55% | |||||
| INTERNATIONAL | PENSION PLAN | |||||||
| EQUITY PORTFOLIO | 2350 EAST 170TH STREET | |||||||
| DPT CLASS | LANSING IL 60438-1000 | |||||||
| THE LARGE-CAP | THE NORTHERN TRUST CO | 2,189,642.484 | 12.10% | |||||
| GROWTH EQUITY | AS TRUSTEE | |||||||
| PORTFOLIO | FBO GANNETT-DV | |||||||
| DPT CLASS | 801 S CANAL ST | |||||||
| CHICAGO IL 60607-2994 | ||||||||
| THE LARGE-CAP | LISA AND DOUGLAS | 1,713,754.379 | 9.47% | |||||
| GROWTH EQUITY | GOLDMAN FUND | |||||||
| PORTFOLIO | C/O MONTE VISTA | |||||||
| DPT CLASS | MANAGEMENT CO | |||||||
| 455 MARKET ST STE 1690 | ||||||||
| SAN FRANCISCO CA 94105-2444 | ||||||||
| THE LARGE-CAP | JOHN AND MARCIA GOLDMAN | 1,358,264.168 | 7.50% | |||||
| GROWTH EQUITY | FOUNDATION | |||||||
| PORTFOLIO | C/O MONTE VISTA | |||||||
| DPT CLASS | MANAGEMENT CO | |||||||
| 455 MARKET ST STE 1690 | ||||||||
| SAN FRANCISCO CA 94105-2444 | ||||||||
| THE LARGE-CAP | THE BATCHELOR FOUNDATION INC | 1,414,530.465 | 7.81% | |||||
| GROWTH EQUITY | 1680 MICHIGAN AVE PH-1 | |||||||
| PORTFOLIO | MIAMI BEACH FL 33139-2514 | |||||||
| DPT CLASS | ||||||||
| THE LARGE-CAP | US BANK NA | 941,384.907 | 5.20% | |||||
| GROWTH EQUITY | FBO SPOKANE EMPLOYEES | |||||||
| PORTFOLIO | RETIREMENT SYSTEM - DELAWARE | |||||||
| DPT CLASS | PO BOX 1787 | |||||||
| MILWAUKEE WI 53201-1787 | ||||||||
| THE LARGE-CAP | THE NEWSPAPER GUILD | 906,989.635 | 5.01% | |||||
| GROWTH EQUITY | INTERNATIONAL PENSION FUND | |||||||
| PORTFOLIO | 501 3RD STREET NW 6TH FL | |||||||
| DPT CLASS | WASHINGTON DC 20001-0000 | |||||||
| THE LARGE-CAP | NORTHERN TRUST CO | 1,679,744.148 | 9.28% | |||||
| GROWTH EQUITY | FBO SHELBY OPEB | |||||||
| PORTFOLIO | CHICAGO IL 60603 | |||||||
| DPT CLASS | ||||||||
| THE LARGE-CAP | PINNACLE HEALTH SYSTEM | 2,358,120.428 | 13.03% | |||||
| GROWTH EQUITY | 409 S 2ND ST STE 2B | |||||||
| PORTFOLIO | HARRISBURG PA 17104-1612 | |||||||
| DPT CLASS | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| THE LARGE-CAP | STATE STREET BANK & | 459,317.118 | 5.49% | |||||
| VALUE EQUITY | TRUST CO TTEE | |||||||
| PORTFOLIO | ONE GAS INC | |||||||
| DPT CLASS | VEBA MASTER TRUST FOR | |||||||
| COLLECTIVE BARGAINING UNIT | ||||||||
| FORMER EMPLOYEES | ||||||||
| 1200 CROWN COLONY DR | ||||||||
| QUINCY MA 02169-0938 | ||||||||
| THE LARGE-CAP | COMMUNITY FOUNDATION OF | 697,534.563 | 8.34% | |||||
| VALUE EQUITY | GREATER DES MOINES | |||||||
| PORTFOLIO | 1915 GRAND AVE | |||||||
| DPT CLASS | DES MOINES IA 50309-3311 | |||||||
| THE LARGE-CAP | ARKANSAS COMMUNITY | 580,719.703 | 6.94% | |||||
| VALUE EQUITY | FOUNDATION INC | |||||||
| PORTFOLIO | 1400 W MARKHAM STE 206 | |||||||
| DPT CLASS | LITTLE ROCK AR 72201 | |||||||
| THE LARGE-CAP | THE COMMUNITY FOUNDATION OF | 490,013.752 | 5.86% | |||||
| VALUE EQUITY | NORTHEAST FLORIDA INC | |||||||
| PORTFOLIO | 245 RIVERSIDE AVE STE 310 | |||||||
| DPT CLASS | JACKSONVILLE FL 32202-4945 | |||||||
| THE LARGE-CAP | MUHLENBERG COLLEGE | 599,081.058 | 7.16% | |||||
| VALUE EQUITY | 2400 CHEW ST | |||||||
| PORTFOLIO | ALLENTOWN PA 18104-5586 | |||||||
| DPT CLASS | ||||||||
| THE LARGE-CAP | GENESIS HEALTH INC | 1,134,681.989 | 13.56% | |||||
| VALUE EQUITY | D/B/A BROOKS HEALTH SYSTEM | |||||||
| PORTFOLIO | 3599 UNIVERSITY BLVD S | |||||||
| DPT CLASS | JACKSONVILLE FL 32216-4252 | |||||||
| THE LARGE-CAP | WELLS FARGO BANK NA | 1,027,231.388 | 12.28% | |||||
| VALUE EQUITY | FBO GHS PENSION-LOOMIS | |||||||
| PORTFOLIO | PO BOX 1533 | |||||||
| DPT CLASS | MINNEAPOLIS MN 55480-1533 | |||||||
| THE LARGE-CAP | WELLS FARGO BANK NA | 1,006,951.362 | 12.04% | |||||
| VALUE EQUITY | FBO GMC FUND DEP-LOOMIS | |||||||
| PORTFOLIO | PO BOX 1533 | |||||||
| DPT CLASS | MINNEAPOLIS MN 55480-1533 | |||||||
| THE LARGE-CAP | NORTHERN TRUST CO | 621,732.204 | 7.43% | |||||
| VALUE EQUITY | CUST FBO MARTIN | |||||||
| PORTFOLIO | MEMORIAL CENTER | |||||||
| DPT CLASS | 50 S LA SALLE ST | |||||||
| CHICAGO IL 60603-1003 | ||||||||
| THE LARGE-CAP | NORTHERN TRUST CO TRUSTEE | 428,541.116 | 5.12% | |||||
| VALUE EQUITY | FBO MARTIN MEMORIAL | |||||||
| PORTFOLIO | HEALTH SYSTEM PENSION | |||||||
| DPT CLASS | 50 S LA SALLE ST | |||||||
| CHICAGO IL 60603-1003 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| THE SELECT 20 | FIRST WESTERN | 1,044,087.081 | 9.59% | |||||
| PORTFOLIO | FBO L LEE STRYKER | |||||||
| DPT CLASS | IRREVOCABLE TRUST | |||||||
| FBO PATRICIA A STRYKER | ||||||||
| FWTB TTEE | ||||||||
| C/O M&I TRUST CO NA - ATTN MF | ||||||||
| MILWAUKEE WI 53224 | ||||||||
| THE SELECT 20 | THE OREGON COMMUNITY | 4,481,131.381 | 41.17% | |||||
| PORTFOLIO | FOUNDATION | |||||||
| DPT CLASS | 1221 SW YAMHILL ST STE 100 | |||||||
| PORTLAND OR 97205-2108 | ||||||||
| THE SELECT 20 | MARKET STREET ACTIVELY | 2,748,135.300 | 25.25% | |||||
| PORTFOLIO | MANAGED FUND | |||||||
| DPT CLASS | 80 E MARKET ST STE 300 | |||||||
| CORNING NY 14830-2722 | ||||||||
| DELAWARE VIP® | LINCOLN LIFE | 162,066,834.928 | 95.21% | |||||
| DIVERSIFIED INCOME | 1300 S CLINTON ST | |||||||
| SERVICE CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP | LINCOLN LIFE | 27,577,634.519 | 63.43% | |||||
| DIVERSIFIED INCOME | 1300 S CLINTON ST | |||||||
| SERIES STANDARD | FORT WAYNE IN 46802-3518 | |||||||
| CLASS | ||||||||
| DELAWARE VIP | MAC & CO | 7,434,604.428 | 17.10% | |||||
| DIVERSIFIED INCOME | FBO LVIP MODERATE PROFILE | |||||||
| SERIES STANDARD | ATTN MUTUAL FUND OPS | |||||||
| CLASS | PO BOX 3198 | |||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| DELAWARE VIP | TIAA CREF LIFE | 4,561,771.785 | 10.49% | |||||
| DIVERSIFIED INCOME | SEPARATE ACCOUNT | |||||||
| SERIES STANDARD | VA-1 LIFE INSURANCE CO | |||||||
| CLASS | 8500 ANDREW CARNEGIE BLVD # | |||||||
| E3/N6 | ||||||||
| CHARLOTTE NC 28262-8500 | ||||||||
| DELAWARE VIP | MAC & CO | 3,164,799.467 | 7.28% | |||||
| DIVERSIFIED INCOME | FBO LVIP CONSERVATIVE PROFILE | |||||||
| SERIES STANDARD | ATTN MUTUAL FUND OPS | |||||||
| CLASS | PO BOX 3198 | |||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| DELAWARE VIP | LINCOLN LIFE | 16,929,037.137 | 90.35% | |||||
| EMERGING MARKETS | 1300 S CLINTON ST | |||||||
| SERIES SERVICE | FORT WAYNE IN 46802-3518 | |||||||
| CLASS | ||||||||
| DELAWARE VIP | LINCOLN LIFE | 5,439,129.519 | 61.37% | |||||
| EMERGING MARKETS | 1300 S CLINTON ST | |||||||
| SERIES STANDARD | FORT WAYNE IN 46802-3518 | |||||||
| CLASS | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE VIP | HARTFORD LIFE INSURANCE CO | 2,231,701.580 | 25.18% | |||||
| EMERGING MARKETS | SEP ACCT | |||||||
| SERIES STANDARD | ATTN UIT OPERATIONS | |||||||
| CLASS | PO BOX 2999 | |||||||
| HARTFORD CT 06104-2999 | ||||||||
| DELAWARE VIP® | LINCOLN LIFE | 34,632,466.589 | 94.44% | |||||
| HIGH YIELD SERIES | 1300 S CLINTON ST | |||||||
| SERVICE CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP | LINCOLN LIFE ANNUITY OF NY | 1,854,975.765 | 5.06% | |||||
| HIGH YIELD SERIES | 1300 S CLINTON ST | |||||||
| SERVICE CLASS | FORT WAYNE IN 46802-3506 | |||||||
| DELAWARE VIP | LINCOLN LIFE | 20,473,585.200 | 84.52% | |||||
| HIGH YIELD SERIES | 1300 S CLINTON ST | |||||||
| STANDARD CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP | LINCOLN LIFE | 1,918,414.913 | 7.92% | |||||
| HIGH YIELD SERIES | 1300 S CLINTON ST | |||||||
| STANDARD CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP | NATIONWIDE LIFE INSURANCE | 11,638.462 | 84.23% | |||||
| INTERNATIONAL | COMPANY NWPP | |||||||
| VALUE EQUITY | C/O IPO PORTFOLIO ACCOUNTING | |||||||
| SERIES SERVICE | PO BOX 182029 | |||||||
| CLASS | COLUMBUS OH 43218-2029 | |||||||
| DELAWARE VIP | COMMONWEALTH ANNUITY & LIFE | 2,179.388 | 15.77% | |||||
| INTERNATIONAL | INSURANCE CO (SE2) | |||||||
| VALUE EQUITY | 132 TURNPIKE ROAD SUITE 210 | |||||||
| SERIES SERVICE | SOUTHBOROUGH MA 01772 | |||||||
| CLASS | ||||||||
| DELAWARE VIP | COMMONWEALTH ANNUITY & LIFE | 2,730,793.486 | 51.30% | |||||
| INTERNATIONAL | INSURANCE CO (SE2) | |||||||
| VALUE EQUITY | 132 TURNPIKE ROAD SUITE 210 | |||||||
| SERIES STANDARD | SOUTHBOROUGH MA 01772 | |||||||
| CLASS | ||||||||
| DELAWARE VIP | TIAA CREF LIFE | 2,139,584.890 | 40.20% | |||||
| INTERNATIONAL | SEPARATE ACCOUNT | |||||||
| VALUE EQUITY | VA-1 LIFE INSURANCE CO | |||||||
| SERIES STANDARD | 8500 ANDREW CARNEGIE BLVD # | |||||||
| CLASS | E3/N6 | |||||||
| CHARLOTTE NC 28262-8500 | ||||||||
| DELAWARE VIP | LINCOLN LIFE | 138,681,196.336 | 96.70% | |||||
| LIMITED-TERM | 1300 S CLINTON ST | |||||||
| DIVERSIFIED SERIES | FORT WAYNE IN 46802-3518 | |||||||
| SERVICE CLASS | ||||||||
| DELAWARE VIP | LINCOLN LIFE | 5,105,817.351 | 84.71% | |||||
| LIMITED-TERM | 1300 S CLINTON ST | |||||||
| DIVERSIFIED SERIES | FORT WAYNE IN 46802-3518 | |||||||
| STANDARD CLASS | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE VIP | COMMONWEALTH ANNUITY & LIFE | 703,366.534 | 11.67% | |||||
| LIMITED-TERM | INSURANCE CO (SE2) | |||||||
| DIVERSIFIED SERIES | 132 TURNPIKE ROAD SUITE 210 | |||||||
| STANDARD CLASS | SOUTHBOROUGH MA 01772 | |||||||
| DELAWARE VIP REIT® | LINCOLN LIFE | 13,858,345.166 | 84.86% | |||||
| SERIES SERVICE | 1300 S CLINTON ST | |||||||
| CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP REIT | LINCOLN LIFE ANNUITY OF NY | 1,523,671.855 | 9.33% | |||||
| SERIES SERVICE | 1300 S CLINTON ST | |||||||
| CLASS | FORT WAYNE IN 46802-3506 | |||||||
| DELAWARE VIP REIT | HORACE MANN INSURANCE | 939,149.801 | 5.75% | |||||
| SERIES SERVICE | SEP ACCOUNT | |||||||
| CLASS | 1 HORACE MANN PLZ | |||||||
| SPRINGFIELD IL 62715-0002 | ||||||||
| DELAWARE VIP REIT | LINCOLN LIFE | 16,100,925.793 | 95.47% | |||||
| SERIES STANDARD | 1300 S CLINTON ST | |||||||
| CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP | LINCOLN LIFE | 15,429,144.658 | 86.23% | |||||
| SMALL CAP VALUE | 1300 S CLINTON ST | |||||||
| SERIES SERVICE | FORT WAYNE IN 46802-3518 | |||||||
| CLASS | ||||||||
| DELAWARE VIP | LINCOLN LIFE | 5,612,285.924 | 59.86% | |||||
| SMALL CAP VALUE | 1300 S CLINTON ST | |||||||
| SERIES STANDARD | FORT WAYNE IN 46802-3518 | |||||||
| CLASS | ||||||||
| DELAWARE VIP | METLIFE INSURANCE CO OF CT | 1,089,364.144 | 11.62% | |||||
| SMALL CAP VALUE | ATTN: SHAREHOLDER ACCTG DEPT | |||||||
| SERIES STANDARD | 1 CITY PL | |||||||
| CLASS | HARTFORD CT 06103-3432 | |||||||
| DELAWARE VIP | NY LIFE INSURANCE & | 934,865.771 | 9.97% | |||||
| SMALL CAP VALUE | ANNUITY CORP | |||||||
| SERIES STANDARD | 169 LACKAWANNA AVE | |||||||
| CLASS | PARSIPPANY NJ 07054-1007 | |||||||
| DELAWARE VIP SMID | LINCOLN LIFE | 5,862,800.427 | 84.26% | |||||
| CAP GROWTH SERIES | 1300 S CLINTON ST | |||||||
| SERVICE | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP SMID | LINCOLN LIFE ANNUITY OF NY | 427,978.592 | 6.15% | |||||
| CAP GROWTH SERIES | 1300 S CLINTON ST | |||||||
| SERVICE | FORT WAYNE IN 46802-3506 | |||||||
| DELAWARE VIP SMID | LINCOLN LIFE | 11,369,826.627 | 89.20% | |||||
| CAP GROWTH SERIES | 1300 S CLINTON ST | |||||||
| STANDARD | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP SMID | COMMONWEALTH ANNUITY & LIFE | 943,522.136 | 7.40% | |||||
| CAP GROWTH SERIES | INSURANCE CO (SE2) | |||||||
| STANDARD | 132 TURNPIKE ROAD SUITE 210 | |||||||
| SOUTHBOROUGH MA 01772 | ||||||||
| Fund Name and Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| DELAWARE VIP® U.S. | LINCOLN LIFE | 26,249,505.172 | 97.61% | |||||
| GROWTH SERIES | 1300 S CLINTON ST | |||||||
| SERVICE CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP U.S. | MAC & CO | 4,476,338.037 | 38.13% | |||||
| GROWTH SERIES | FBO LVIP MODERATE PROFILE | |||||||
| STANDARD CLASS | ATTN MUTUAL FUND OPS | |||||||
| PO BOX 3198 | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| DELAWARE VIP U.S. | MAC & CO | 2,948,271.997 | 25.12% | |||||
| GROWTH SERIES | FBO LVIP MOD | |||||||
| STANDARD CLASS | AGGRESSIVE PROFILE | |||||||
| ATTN MUTUAL FUND OPS | ||||||||
| PO BOX 3198 | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| DELAWARE VIP U.S. | LINCOLN LIFE | 2,360,918.166 | 20.11% | |||||
| GROWTH SERIES | 1300 S CLINTON ST | |||||||
| STANDARD CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP U.S. | MAC & CO | 1,616,699.497 | 13.77% | |||||
| GROWTH SERIES | FBO LVIP CONSERVATIVE PROFILE | |||||||
| STANDARD CLASS | ATTN MUTUAL FUND OPS | |||||||
| PO BOX 3198 | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| DELAWARE VIP | LINCOLN LIFE | 10,761,316.085 | 95.80% | |||||
| VALUE SERIES | 1300 S CLINTON ST | |||||||
| SERVICE CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP | LINCOLN LIFE | 12,372,292.373 | 69.15% | |||||
| VALUE SERIES | 1300 S CLINTON ST | |||||||
| STANDARD CLASS | FORT WAYNE IN 46802-3518 | |||||||
| DELAWARE VIP | MAC & CO | 2,327,972.432 | 13.01% | |||||
| VALUE SERIES | FBO LVIP MODERATE PROFILE | |||||||
| STANDARD CLASS | ATTN MUTUAL FUND OPS | |||||||
| PO BOX 3198 | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| DELAWARE VIP | MAC & CO | 1,504,239.677 | 8.41% | |||||
| VALUE SERIES | FBO LVIP MOD | |||||||
| STANDARD CLASS | AGGRESSIVE PROFILE | |||||||
| ATTN MUTUAL FUND OPS | ||||||||
| PO BOX 3198 | ||||||||
| PITTSBURGH PA 15230-3198 | ||||||||
| DELAWARE VIP | COMMONWEALTH ANNUITY & LIFE | 1,038,636.539 | 5.80% | |||||
| VALUE SERIES | INSURANCE CO (SE2) | |||||||
| STANDARD CLASS | 132 TURNPIKE ROAD SUITE 210 | |||||||
| SOUTHBOROUGH MA 01772 | ||||||||
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PROXY FOR A | ||||||
THIS PROXY IS SOLICITED ON BEHALF OF THE | ||||||
YOUR VOTE IS IMPORTANT NOMATTER HOW MANY SHARES YOUOWN.PLEASE CAST YOUR PROXYVOTETODAY!
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PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 16, 2014
The undersigned hereby revokes all previous proxies for his/her shares and appointsappoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, David F. Connor, and Kathryn R. Williams,Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at the Joint Special Meetingjoint special meeting of Shareholdersshareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on ExhibitSchedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, One Commerce Square, 2005 Market Street, 21st26th Floor, Philadelphia, Pennsylvania 19103, on Friday, May 16, 2014March 31, 2015 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.
Do you have questions?The undersigned acknowledges receipt of the Notice of The Joint Special Meeting of Shareholders and of the accompanying Proxy Statement, which describes the matters to be considered and voted on.
This proxy will be voted as instructed. If you have any questions about howno specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote your proxyupon such other matters as may come before the Meeting or about the meeting in general, please call toll-free (877) 536-1563. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.any adjournments or postponements thereof.
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 16, 2014: the proxy statement is available athttp://www.delawareinvestments.com/proxy.
| VOTE BY TELEPHONE:1-800-337-3503 | ||
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. | ||
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on this proxy, and date it.When signing in a representative capacity, please give title.
| Signature | |
| Date |
| FUNDS | FUNDS | FUNDS |
| Delaware Cash Reserve® Fund | Delaware Core Plus Bond Fund | Delaware Corporate Bond Fund |
| Delaware Diversified Floating Rate Fund | Delaware Diversified Income Fund | Delaware Dividend Income Fund |
| Delaware Emerging Markets Debt Fund | Delaware Emerging Markets Fund | Delaware Extended Duration Bond Fund |
| Delaware Focus Global Growth Fund | Delaware Foundation® Conservative Allocation Fund | Delaware Foundation® Growth Allocation Fund |
RECEIPT OF THE NOTICE OF THE JOINT SPECIAL MEETING OF SHAREHOLDERS AND THE ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND VOTED ON, IS HEREBY ACKNOWLEDGED.VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
 VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
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BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.Table of Contents
This proxy is solicited on behalf of the Board of Trustees, and the proposal (set forth below) has been proposed by the Board of Trustees.
THE BOARDS OF TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR“FOR” THE APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.PROPOSALS.
TO VOTE, MARK ONE CIRCLEBLOCKS BELOW IN BLUE OR BLACK INK. Example:●⬛
| 1. | ||||
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| 01. | Thomas L. Bennett | 02. | Ann Borowiec | 03. | Joseph W. Chow | 04. | Patrick P. Coyne | ||||
| 05. | John A. Fry | 06. | Lucinda S. Landreth | 07. | Frances A. Sevilla-Sacasa | 08. | Thomas K. Whitford | ||||
| 09. | Janet L. Yeomans | 10. | J. Richard Zecher |
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | ||||||||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | ||||||||||||||
| 01 Delaware Cash Reserve® Fund | ☐ | ☐ | ☐ | 02 Delaware Core Plus Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Corporate Bond Fund | ☐ | ☐ | ☐ | 04 Delaware Diversified Floating Rate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Diversified Income Fund | ☐ | ☐ | ☐ | 06 Delaware Dividend Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Emerging Markets Debt Fund | ☐ | ☐ | ☐ | 08 Delaware Emerging Markets Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Extended Duration Bond Fund | ☐ | ☐ | ☐ | 10 Delaware Focus Global Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Foundation® Conservative Allocation Fund | ☐ | ☐ | ☐ | 12 Delaware Foundation® Growth Allocation Fund | ☐ | ☐ | ☐ | ||||||||||||
| 2. | To approve the implementation of a new “manager of managers” order for each Fund. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Cash Reserve® Fund | ☐ | ☐ | ☐ | 02 Delaware Core Plus Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Corporate Bond Fund | ☐ | ☐ | ☐ | 04 Delaware Diversified Floating Rate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Diversified Income Fund | ☐ | ☐ | ☐ | 06 Delaware Dividend Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Emerging Markets Debt Fund | ☐ | ☐ | ☐ | 08 Delaware Emerging Markets Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Extended Duration Bond Fund | ☐ | ☐ | ☐ | 10 Delaware Focus Global Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Foundation® Conservative Allocation Fund | ☐ | ☐ | ☐ | 12 Delaware Foundation® Growth Allocation Fund | ☐ | ☐ | ☐ | ||||||||||||
| 3. | To revise the fundamental investment restriction relating to lending for each Fund. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Cash Reserve® Fund | ☐ | ☐ | ☐ | 02 Delaware Core Plus Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Corporate Bond Fund | ☐ | ☐ | ☐ | 04 Delaware Diversified Floating Rate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Diversified Income Fund | ☐ | ☐ | ☐ | 06 Delaware Dividend Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Emerging Markets Debt Fund | ☐ | ☐ | ☐ | 08 Delaware Emerging Markets Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Extended Duration Bond Fund | ☐ | ☐ | ☐ | 10 Delaware Focus Global Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Foundation® Conservative Allocation Fund | ☐ | ☐ | ☐ | 12 Delaware Foundation® Growth Allocation Fund | ☐ | ☐ | ☐ | ||||||||||||
| 4. | To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. |
| FOR | AGAINST | ABSTAIN | |||||||||||||||||
| 01 Delaware Cash Reserve® Fund | ☐ | ☐ | ☐ | ||||||||||||||||
| 5.a | To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Cash Reserve® Fund | ☐ | ☐ | ☐ | 02 Delaware Core Plus Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Corporate Bond Fund | ☐ | ☐ | ☐ | 04 Delaware Diversified Floating Rate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Diversified Income Fund | ☐ | ☐ | ☐ | 06 Delaware Dividend Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Emerging Markets Debt Fund | ☐ | ☐ | ☐ | 08 Delaware Emerging Markets Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Extended Duration Bond Fund | ☐ | ☐ | ☐ | 10 Delaware Focus Global Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Foundation® Conservative Allocation Fund | ☐ | ☐ | ☐ | 12 Delaware Foundation® Growth Allocation Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.b | To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Cash Reserve® Fund | ☐ | ☐ | ☐ | 02 Delaware Core Plus Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Corporate Bond Fund | ☐ | ☐ | ☐ | 04 Delaware Diversified Floating Rate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Diversified Income Fund | ☐ | ☐ | ☐ | 06 Delaware Dividend Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Emerging Markets Debt Fund | ☐ | ☐ | ☐ | 08 Delaware Emerging Markets Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Extended Duration Bond Fund | ☐ | ☐ | ☐ | 10 Delaware Focus Global Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Foundation® Conservative Allocation Fund | ☐ | ☐ | ☐ | 12 Delaware Foundation® Growth Allocation Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.c | To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Cash Reserve® Fund | ☐ | ☐ | ☐ | 02 Delaware Core Plus Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Corporate Bond Fund | ☐ | ☐ | ☐ | 04 Delaware Diversified Floating Rate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Diversified Income Fund | ☐ | ☐ | ☐ | 06 Delaware Dividend Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Emerging Markets Debt Fund | ☐ | ☐ | ☐ | 08 Delaware Emerging Markets Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Extended Duration Bond Fund | ☐ | ☐ | ☐ | 10 Delaware Focus Global Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Foundation® Conservative Allocation Fund | ☐ | ☐ | ☐ | 12 Delaware Foundation® Growth Allocation Fund | ☐ | ☐ | ☐ | ||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
DEL_26418_012815
| DELAWARE INVESTMENTS PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 31, 2015 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDS |
The undersigned hereby revokes all previous proxies for his/her shares and appoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.
The undersigned acknowledges receipt of the Notice of The Joint Special Meeting of Shareholders and of the accompanying Proxy Statement, which describes the matters to be considered and voted on.
This proxy will be voted as instructed. If no specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof.
| VOTE VIA THE INTERNET: www.proxy-direct.com | ||
| VOTE BY TELEPHONE:1-800-337-3503 | ||
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. | ||
| Signature | |
| Date | DEL_26418_012815 |
| FUNDS | FUNDS | FUNDS |
| Delaware Foundation® Moderate Allocation Fund | Delaware Global Real Estate Opportunities Fund | Delaware Global Value Fund |
| Delaware Healthcare Fund | Delaware High-Yield Opportunities Fund | Delaware Inflation Protected Bond Fund |
| Delaware International Value Equity Fund | Delaware Limited-Term Diversified Income Fund | Delaware Mid Cap Value Fund |
| Delaware Minnesota High-Yield Muni Bond Fund | Delaware National High-Yield Muni Bond Fund | Delaware REIT Fund |
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
|
|
|
THE BOARDS RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ⬛
| 1. | To elect Trustees for each of the Trusts:To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. |
| 01. | Thomas L. Bennett | 02. | Ann Borowiec | 03. | Joseph W. Chow | 04. | Patrick P. Coyne | ||||
| 05. | John A. Fry | 06. | Lucinda S. Landreth | 07. | Frances A. Sevilla-Sacasa | 08. | Thomas K. Whitford | ||||
| 09. | Janet L. Yeomans | 10. | J. Richard Zecher |
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | ||||||||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | ||||||||||||||
| 01 Delaware Foundation® Moderate Allocation Fund | ☐ | ☐ | ☐ | 02 Delaware Global Real Estate Opportunities Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Global Value Fund | ☐ | ☐ | ☐ | 04 Delaware Healthcare Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware High-Yield Opportunities Fund | ☐ | ☐ | ☐ | 06 Delaware Inflation Protected Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware International Value Equity Fund | ☐ | ☐ | ☐ | 08 Delaware Limited-Term Diversified Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Mid Cap Value Fund | ☐ | ☐ | ☐ | 10 Delaware Minnesota High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware National High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | 12 Delaware REIT Fund | ☐ | ☐ | ☐ | ||||||||||||
| 2. | To approve the implementation of a new “manager of managers” order for each Fund. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Foundation® Moderate Allocation Fund | ☐ | ☐ | ☐ | 02 Delaware Global Real Estate Opportunities Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Global Value Fund | ☐ | ☐ | ☐ | 04 Delaware Healthcare Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware High-Yield Opportunities Fund | ☐ | ☐ | ☐ | 06 Delaware Inflation Protected Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware International Value Equity Fund | ☐ | ☐ | ☐ | 08 Delaware Limited-Term Diversified Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Mid Cap Value Fund | ☐ | ☐ | ☐ | 10 Delaware Minnesota High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware National High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | 12 Delaware REIT Fund | ☐ | ☐ | ☐ | ||||||||||||
| 3. | To revise the fundamental investment restriction relating to lending for each Fund. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Foundation® Moderate Allocation Fund | ☐ | ☐ | ☐ | 02 Delaware Global Real Estate Opportunities Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Global Value Fund | ☐ | ☐ | ☐ | 04 Delaware Healthcare Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware High-Yield Opportunities Fund | ☐ | ☐ | ☐ | 06 Delaware Inflation Protected Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware International Value Equity Fund | ☐ | ☐ | ☐ | 08 Delaware Limited-Term Diversified Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Mid Cap Value Fund | ☐ | ☐ | ☐ | 10 Delaware Minnesota High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware National High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | 12 Delaware REIT Fund | ☐ | ☐ | ☐ | ||||||||||||
| 4. | To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. |
Not applicable | |||||||||||||||||
| 5.a | To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Foundation® Moderate Allocation Fund | ☐ | ☐ | ☐ | 02 Delaware Global Real Estate Opportunities Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Global Value Fund | ☐ | ☐ | ☐ | 04 Delaware Healthcare Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware High-Yield Opportunities Fund | ☐ | ☐ | ☐ | 06 Delaware Inflation Protected Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware International Value Equity Fund | ☐ | ☐ | ☐ | 08 Delaware Limited-Term Diversified Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Mid Cap Value Fund | ☐ | ☐ | ☐ | 10 Delaware Minnesota High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware National High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | 12 Delaware REIT Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.b | To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Foundation® Moderate Allocation Fund | ☐ | ☐ | ☐ | 02 Delaware Global Real Estate Opportunities Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Global Value Fund | ☐ | ☐ | ☐ | 04 Delaware Healthcare Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware High-Yield Opportunities Fund | ☐ | ☐ | ☐ | 06 Delaware Inflation Protected Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware International Value Equity Fund | ☐ | ☐ | ☐ | 08 Delaware Limited-Term Diversified Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Mid Cap Value Fund | ☐ | ☐ | ☐ | 10 Delaware Minnesota High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware National High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | 12 Delaware REIT Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.c | To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Foundation® Moderate Allocation Fund | ☐ | ☐ | ☐ | 02 Delaware Global Real Estate Opportunities Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Global Value Fund | ☐ | ☐ | ☐ | 04 Delaware Healthcare Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware High-Yield Opportunities Fund | ☐ | ☐ | ☐ | 06 Delaware Inflation Protected Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware International Value Equity Fund | ☐ | ☐ | ☐ | 08 Delaware Limited-Term Diversified Income Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Mid Cap Value Fund | ☐ | ☐ | ☐ | 10 Delaware Minnesota High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware National High-Yield Muni Bond Fund | ☐ | ☐ | ☐ | 12 Delaware REIT Fund | ☐ | ☐ | ☐ | ||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
DEL_26418_012815
| DELAWARE INVESTMENTS PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 31, 2015 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDS |
The undersigned hereby revokes all previous proxies for his/her shares and appoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.
The undersigned acknowledges receipt of the Notice of The Joint Special Meeting of Shareholders and of the accompanying Proxy Statement, which describes the matters to be considered and voted on.
This proxy will be voted as instructed. If no specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof.
| VOTE VIA THE INTERNET: www.proxy-direct.com | ||
| VOTE BY TELEPHONE:1-800-337-3503 | ||
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. | ||
| Signature | |
| | |
| Date | DEL_26418_012815 |
| FUNDS | FUNDS | FUNDS |
| Delaware Select Growth Fund | Delaware Small Cap Core Fund | Delaware Small Cap Value Fund |
| Delaware Smid Cap Growth Fund | Delaware Tax-Free Arizona Fund | Delaware Tax-Free California Fund |
| Delaware Tax-Free Colorado Fund | Delaware Tax-Free Idaho Fund | Delaware Tax-Free Minnesota Fund |
| Delaware Tax-Free Minnesota Intermediate Fund | Delaware Tax-Free New York Fund | Delaware Tax-Free Pennsylvania Fund |
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
|
|
|
THE BOARDS RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ⬛
| 1. | To elect Trustees for each of the Trusts:To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. |
| 01. | Thomas L. Bennett | 02. | Ann Borowiec | 03. | Joseph W. Chow | 04. | Patrick P. Coyne | ||||
| 05. | John A. Fry | 06. | Lucinda S. Landreth | 07. | Frances A. Sevilla-Sacasa | 08. | Thomas K. Whitford | ||||
| 09. | Janet L. Yeomans | 10. | J. Richard Zecher |
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | ||||||||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | ||||||||||||||
| 01 Delaware Select Growth Fund | ☐ | ☐ | ☐ | 02 Delaware Small Cap Core Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Small Cap Value Fund | ☐ | ☐ | ☐ | 04 Delaware Smid Cap Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Tax-Free Arizona Fund | ☐ | ☐ | ☐ | 06 Delaware Tax-Free California Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Tax-Free Colorado Fund | ☐ | ☐ | ☐ | 08 Delaware Tax-Free Idaho Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Tax-Free Minnesota Fund | ☐ | ☐ | ☐ | 10 Delaware Tax-Free Minnesota Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Tax-Free New York Fund | ☐ | ☐ | ☐ | 12 Delaware Tax-Free Pennsylvania Fund | ☐ | ☐ | ☐ | ||||||||||||
| 2. | To approve the implementation of a new |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware | ☐ | ☐ | ☐ | 02 Delaware Small Cap Core Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Small Cap Value Fund | ☐ | ☐ | ☐ | 04 Delaware Smid Cap Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Tax-Free Arizona Fund | ☐ | ☐ | ☐ | 06 Delaware Tax-Free California Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Tax-Free Colorado Fund | ☐ | ☐ | ☐ | 08 Delaware Tax-Free Idaho Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Tax-Free Minnesota Fund | ☐ | ☐ | ☐ | 10 Delaware Tax-Free Minnesota Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Tax-Free New York Fund | ☐ | ☐ | ☐ | 12 Delaware Tax-Free Pennsylvania Fund | ☐ | ☐ | ☐ | ||||||||||||
| 3. | To revise the fundamental investment |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Select Growth Fund | ☐ | ☐ | ☐ | 02 Delaware Small Cap Core Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Small Cap Value Fund | ☐ | ☐ | ☐ | 04 Delaware Smid Cap Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Tax-Free Arizona Fund | ☐ | ☐ | ☐ | 06 Delaware Tax-Free California Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Tax-Free Colorado Fund | ☐ | ☐ | ☐ | 08 Delaware Tax-Free Idaho Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Tax-Free Minnesota Fund | ☐ | ☐ | ☐ | 10 Delaware Tax-Free Minnesota Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Tax-Free New York Fund | ☐ | ☐ | ☐ | 12 Delaware Tax-Free Pennsylvania Fund | ☐ | ☐ | ☐ | ||||||||||||
| 4. | To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. |
| 5.a | To revise provisions of each Trust’s Agreement and |
| AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||
| 01 Delaware Select Growth Fund | ☐ | ☐ | ☐ | 02 Delaware Small Cap Core Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Small Cap Value Fund | ☐ | ☐ | ☐ | 04 Delaware Smid Cap Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Tax-Free Arizona Fund | ☐ | ☐ | ☐ | 06 Delaware Tax-Free California Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Tax-Free Colorado Fund | ☐ | ☐ | ☐ | 08 Delaware Tax-Free Idaho Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Tax-Free Minnesota Fund | ☐ | ☐ | ☐ | 10 Delaware Tax-Free Minnesota Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Tax-Free New York Fund | ☐ | ☐ | ☐ | 12 Delaware Tax-Free Pennsylvania Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.b | To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Select Growth Fund | ☐ | ☐ | ☐ | 02 Delaware Small Cap Core Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Small Cap Value Fund | ☐ | ☐ | ☐ | 04 Delaware Smid Cap Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Tax-Free Arizona Fund | ☐ | ☐ | ☐ | 06 Delaware Tax-Free California Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Tax-Free Colorado Fund | ☐ | ☐ | ☐ | 08 Delaware Tax-Free Idaho Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Tax-Free Minnesota Fund | ☐ | ☐ | ☐ | 10 Delaware Tax-Free Minnesota Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Tax-Free New York Fund | ☐ | ☐ | ☐ | 12 Delaware Tax-Free Pennsylvania Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.c | To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Select Growth Fund | ☐ | ☐ | ☐ | 02 Delaware Small Cap Core Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware Small Cap Value Fund | ☐ | ☐ | ☐ | 04 Delaware Smid Cap Growth Fund | ☐ | ☐ | ☐ | ||||||||||||
| 05 Delaware Tax-Free Arizona Fund | ☐ | ☐ | ☐ | 06 Delaware Tax-Free California Fund | ☐ | ☐ | ☐ | ||||||||||||
| 07 Delaware Tax-Free Colorado Fund | ☐ | ☐ | ☐ | 08 Delaware Tax-Free Idaho Fund | ☐ | ☐ | ☐ | ||||||||||||
| 09 Delaware Tax-Free Minnesota Fund | ☐ | ☐ | ☐ | 10 Delaware Tax-Free Minnesota Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 11 Delaware Tax-Free New York Fund | ☐ | ☐ | ☐ | 12 Delaware Tax-Free Pennsylvania Fund | ☐ | ☐ | ☐ | ||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
DEL_26418_012815
| DELAWARE INVESTMENTS PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 31, 2015 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDS |
The undersigned hereby revokes all previous proxies for his/her shares and appoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.
THANK YOU FOR VOTINGThe undersigned acknowledges receipt of the Notice of The Joint Special Meeting of Shareholders and of the accompanying Proxy Statement, which describes the matters to be considered and voted on.
This proxy will be voted as instructed. If no specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof.
| VOTE BY TELEPHONE:1-800-337-3503 | ||
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. | ||
| Signature | |
| Date | DEL_26418_012815 |
| FUNDS | FUNDS | FUNDS |
| Delaware Tax-Free USA Fund | Delaware Tax-Free USA Intermediate Fund | Delaware U.S. Growth Fund |
| Delaware Value® Fund |
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
|
|
|
THE BOARDS RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ⬛
| 1. | To elect Trustees for each of the Trusts:To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. |
| 01. | Thomas L. Bennett | 02. | Ann Borowiec | 03. | Joseph W. Chow | 04. | Patrick P. Coyne | ||||
| 05. | John A. Fry | 06. | Lucinda S. Landreth | 07. | Frances A. Sevilla-Sacasa | 08. | Thomas K. Whitford | ||||
| 09. | Janet L. Yeomans | 10. | J. Richard Zecher |
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | ||||||||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | ||||||||||||||
| 01 Delaware Tax-Free USA Fund | ☐ | ☐ | ☐ | 02 Delaware Tax-Free USA Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware U.S. Growth Fund | ☐ | ☐ | ☐ | 04 Delaware Value® Fund | ☐ | ☐ | ☐ | ||||||||||||
| 2. | To approve the implementation of a new “manager of managers” order for each Fund. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Tax-Free USA Fund | ☐ | ☐ | ☐ | 02 Delaware Tax-Free USA Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware U.S. Growth Fund | ☐ | ☐ | ☐ | 04 Delaware Value® Fund | ☐ | ☐ | ☐ | ||||||||||||
| 3. | To revise the fundamental investment restriction relating to lending for each Fund. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Tax-Free USA Fund | ☐ | ☐ | ☐ | 02 Delaware Tax-Free USA Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware U.S. Growth Fund | ☐ | ☐ | ☐ | 04 Delaware Value® Fund | ☐ | ☐ | ☐ | ||||||||||||
| 4. | To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. |
| 5.a | To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Tax-Free USA Fund | ☐ | ☐ | ☐ | 02 Delaware Tax-Free USA Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware U.S. Growth Fund | ☐ | ☐ | ☐ | 04 Delaware Value® Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.b | To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Tax-Free USA Fund | ☐ | ☐ | ☐ | 02 Delaware Tax-Free USA Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware U.S. Growth Fund | ☐ | ☐ | ☐ | 04 Delaware Value® Fund | ☐ | ☐ | ☐ | ||||||||||||
| 5.c | To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | ||||||||||||||
| 01 Delaware Tax-Free USA Fund | ☐ | ☐ | ☐ | 02 Delaware Tax-Free USA Intermediate Fund | ☐ | ☐ | ☐ | ||||||||||||
| 03 Delaware U.S. Growth Fund | ☐ | ☐ | ☐ | 04 Delaware Value® Fund | ☐ | ☐ | ☐ | ||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
DEL_26418_012815
PROXY-DEF 2/15
