SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment
(Amendment No. )__)
 
Filed by the Registrant [X][ X ] 
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Check the appropriate box:
 
[X] Preliminary Proxy Statement
 
[   ]Preliminary Proxy Statement[   ] Soliciting Material Under Rule 14a-12
[   ]Confidential, Forfor Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))		 
[X]   ] Definitive Proxy Statement 
[   ]Definitive Additional Materials 

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
Delaware Group Foundation Funds®
[   ] Soliciting Material Pursuant to Sec. 240.14a-12		 
 
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
(Name of Registrant as Specified In Its Charter)
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PROXY MATERIALS
DELAWARE INVESTMENTS® FAMILY OF FUNDS
    Delaware Group® Adviser Funds
Delaware Group® State Tax-Free Income Trust
    Delaware Group® Cash Reserve
4)Date Filed:
Delaware Group® Tax-Free Fund
    Delaware Group® Equity Funds I
Delaware Pooled® Trust
    Delaware Group® Equity Funds II
Delaware VIP® Trust
    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 & International Funds
Voyageur Mutual Funds II
    Delaware Group® Government Fund
Voyageur Mutual Funds III
    Delaware Group® Income Funds
Voyageur Tax Free Funds
    Delaware Group® Limited-Term Government Funds
 


PROXY MATERIALS

for

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 and
International Funds

Delaware Select Growth Fund, a series of Voyageur Mutual Funds III

The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity
Portfolio 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 Allocation
Fund, 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, 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 FundsInvestments® (each, a “Trust” and together, the funds listed above (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.  The Meeting will be held concurrently with the meetings of shareholders of other funds within the Delaware Investments® Family of Funds.  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, 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 YOU


VOTE
                The 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 websiteWeb site 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 Investments[PROXY SOLICITOR], the Funds’ proxy solicitor, at 1-800-523-1918.[PROXY SOLICITOR PHONE NUMBER].  [PROXY SOLICITOR] will help you get your vote in quickly.  You may also receive a telephone call from [PROXY SOLICITOR] reminding you to vote your shares.  Thank you for your participation in this important initiative.

Sincerely,

/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive Officer

March 26, 2014

[PROXY DATE]



NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2014

Important notice regarding the availability of proxy materials for the shareholder
meeting to

To be held on May 16, 2014: the proxy statement is availableMarch 31, 2015

at 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 and


International Funds

Delaware Select Growth Fund, a series of Voyageur Mutual Funds III

The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity
Portfolio 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 Allocation
Fund, 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 Delaware Group Foundation Funds® (each, a “Trust” and together, the “Trusts”):

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 VIP® Trust
    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 & International Funds
Voyageur Mutual Funds II
    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 special meeting (the “Meeting”) of shareholders of the Fundsopen-end registered investment companies listed above (each, a “Trust” and collectively, the “Trusts”) 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 approvalfollowing 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. BennettLucinda S. Landreth
Ann BorowiecFrances A. Sevilla-Sacasa
Joseph W. ChowThomas K. Whitford
Patrick P. CoyneJanet L. Yeomans
John A. FryJ. Richard Zecher

           2.           To approve the implementation of a sub-advisory agreementnew “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 Funds.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,
/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive Officer
[PROXY DATE]
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.


By order of the Boards of Trustees,

Patrick P. Coyne
Chairman, President, and Chief Executive Officer


March 26, 2014



PROXY STATEMENT

TABLE OF CONTENTS

Page
PROPOSAL: TO APPROVE A SUB-ADVISORY AGREEMENT6
 
       Introduction to the ProposalBRIEF OVERVIEW64
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES9
       The Proposed Sub-Advisory AgreementINTRODUCTION TO PROPOSAL 1
89
WHO ARE THE TRUSTEE NOMINEES?
9
       Board considerations in approving the ProposedHOW ARE NOMINEES FOR TRUSTEE SELECTED?
9
              Sub-Advisory AgreementHOW OFTEN DO THE BOARDS MEET AND HOW ARE THE TRUSTEES COMPENSATED?
1210
WHO ARE THE PRINCIPAL OFFICERS OF THE TRUSTS?
10
       Required voteWHAT ARE THE STANDING COMMITTEES OF THE BOARDS?
1810
WHO ARE THE TRUSTS’ INDEPENDENT AUDITORS?
11
VOTING INFORMATIONWHAT IS A QUORUM AND WHAT IS THE REQUIRED VOTE TO ELECT TRUSTEES?
1912
PROPOSAL 2: NEW MANAGER OF MANAGERS RELIEF14
       How will shareholder voting be handled?INTRODUCTION TO PROPOSAL 2
1914
EFFECT OF PROPOSAL 2 WITH RESPECT TO DELAWARE POOLED TRUST’S INTERNATIONAL EQUITY PORTFOLIO ONLY
15
       How do I ensure my vote is accurately recorded?QUORUM AND REQUIRED VOTE
1916
PROPOSAL 3:  AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO LENDING17
       May I revoke my proxy?INTRODUCTION TO PROPOSAL 3
2017
QUORUM AND REQUIRED VOTE
18
       What other matters will be voted upon at the Meeting?PROPOSAL 4: AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATED TO CONCENTRATION (DELAWARE CASH RESERVE FUND ONLY)2019
INTRODUCTION TO PROPOSAL 4
19
       Who is entitled to vote?QUORUM AND REQUIRED VOTE
20
PROPOSALS 5(A)—(C): AMENDMENTS TO FUND CHARTER DOCUMENTS21
       What is the Quorum requirement?INTRODUCTION TO PROPOSALS 5(A) THROUGH 5(C)
21
PROPOSAL 5(A)
21
       Who will pay the expenses of the Meeting?PROPOSAL 5(B)
21
PROPOSAL 5(C)
22
       What other solicitations will be made?QUORUM AND REQUIRED VOTE
2124
VOTING INFORMATION26
       How do I submit a shareholder proposal for inclusion in a Trust’sHOW WILL SHAREHOLDER VOTING BE HANDLED?
26
              proxy statement for a future shareholder meeting?HOW DO I ENSURE MY VOTE IS ACCURATELY RECORDED?
2126
MAY I REVOKE MY PROXY?
27
       How may I communicate with the Boards?WHAT OTHER MATTERS WILL BE VOTED UPON AT THE MEETING?
2227
WHO IS ENTITLED TO VOTE?
27
WHAT IS THE QUORUM REQUIREMENT?
27
WHO WILL PAY THE EXPENSES OF THE MEETING?
27
WHAT OTHER SOLICITATIONS WILL BE MADE?
27
WHY DID MY HOUSEHOLD RECEIVE ONLY ONE COPY OF THIS PROXY STATEMENT?
28
HOW DO I SUBMIT A SHAREHOLDER PROPOSAL FOR INCLUSION IN A TRUST’S PROXY STATEMENT FOR A FUTURE SHAREHOLDERMEETING?
28
HOW MAY I COMMUNICATE WITH THE BOARDS?
29
MORE INFORMATION ABOUT THE FUNDS2229
PRINCIPAL HOLDERS OF SHARES2530
APPENDICES TO PROXY STATEMENT30
i

APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT32
APPENDIX A - FORM OF PROPOSEDB – TRUSTEE NOMINEES34
       SUB-ADVISORY AGREEMENTAPPENDIX C – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTERA-137
APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES40
APPENDIX BE — TRUSTEE COMPENSATION43
APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS44
APPENDIX G – AUDITOR INFORMATION45
APPENDIX H - MEMBERSPRE-APPROVAL POLICIES AND PROCEDURES47
APPENDIX I – TRUSTEES AND OFFICERS OF DMC54
       JACKSON SQUARE PARTNERS, LLCAPPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDINGB-165
APPENDIX K — 1% SHARE OWNERSHIP70
APPENDIX C -L — 5% SHARE OWNERSHIPC-171
[FORM OF PROXY CARD]72

ii

DELAWARE INVESTMENTS® FAMILY OF FUNDS
JOINT PROXY STATEMENT
Dated [PROXY DATE]


PROXY STATEMENT

for

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 and
International Funds

Delaware Select Growth Fund, a series of Voyageur Mutual Funds III

The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity
Portfolio 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 Allocation Fund, series
of Delaware Group Foundation Funds®

Dated March 26, 2014

    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 VIP® Trust
    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 & International Funds
Voyageur Mutual Funds II
    Delaware Group® Government Fund
Voyageur Mutual Funds III
    Delaware Group® Income Funds
Voyageur Tax Free Funds
    Delaware Group® Limited-Term Government Funds
Important notice regarding the availability of proxy materials for the shareholder
meeting to be held on May 16, 2014:March 31, 2015:  this proxy statement is available atdelawareinvestments.com/proxy.

www.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, 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®registered open-end management investment companies listed above (each, a “Trust” and together,collectively, the “Trusts”)., along with other registered investment companies in the Delaware Investments® Family of Funds, 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 (the “Proposals”), each of a sub-advisory agreement for the Funds (the “Proposal”).which is described more fully below:



ProposalWho 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.
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.
1
ProposalWho votes on the Proposal?
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.
Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively.
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.

[PROXY DATE].

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’ websiteWeb site at www.delawareinvestments.com.

delawareinvestments.com.


PROPOSAL: TO APPROVE A SUB-ADVISORY AGREEMENT

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 all

Two 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 notwho 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

2
request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and phone number set forth above.

3

BRIEF OVERVIEW
Important information to help you understand the Proposals.
Below is a brief overview of the Proposals 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 Proposed Sub-Advisory Agreement,implementation of a new “manager of managers” order.
3.           To revise the applicable Fund’s Board will take such action that it deemsfundamental investment restriction relating to be inlending.
4.           To revise the best interestsfundamental concentration restriction to remove the reference to banking instruments (for Delaware Cash Reserve Fund shareholders only).
5. (a)         To revise provisions of the FundAgreement and its shareholders, including havingDeclaration of Trust related to documenting the Fund be fully managed by DMC under the current investment advisory agreement.

transfer of shares.


     For a general description

(b)         To revise provisions of the key termsAgreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.
(c)         To revise provisions of the Proposed Sub-Advisory Agreement, see “The Proposed Sub-Advisory Agreement” below. A formBy-Laws so that Delaware law will apply to matters related to proxies.

Has the Board approved the Proposals?
Yes.  The Board of Proposed Sub-Advisory AgreementTrustees 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 included in Appendix A. Shareholder approvalthe role of the Proposal will not changeBoard of Trustees?
Each Trust is governed by a Board of Trustees, which has oversight responsibility for the fees charged to Fund shareholders. Shareholders will continue to pay management fees to DMC and DMC, in turn, will compensate Jackson Square for its services to the Funds out of the fees paid to DMC.

The Current Sub-Advisory Agreement

     On behalf of eachTrust’s business affairs.  Trustees establish procedures and oversee and review the performance of the Funds, DMC engaged Delaware Investments Advisory Services (“DIAS”), an affiliateinvestment advisor, the distributor, and others who perform services for the Trust.  Each of DMC, to serve as the Funds’ sub-adviser pursuantTrusts’ Board of Trustees is comprised of the same Trustees.

Who are the Trustee Nominees and how were they selected?
Nine of the 10 Trustee Nominees standing for election are presently members of the Boards of Trustees for the Trusts. Each Board of Trustees’ Nominating and Corporate
4

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.

Proposal 2:                      To approve the implementation of a new “manager of managers” order.
What 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, 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 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 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 Board believes 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,

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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.
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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, 2014.  Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.
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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 [       ] or via the Internet at delawareinvestments.com/proxy. In addition, you may attend the Meeting and vote in person.

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PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
Introduction to Proposal 1
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 of the Trust’s Board is comprised of the same trustees, and all of the Trusts are served by the same officers.
Who are the Trustee Nominees?
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.
If elected, each Trustee Nominee will hold office for an indefinite term until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.  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
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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.

TransitionNo Independent Trustee owns, beneficially or of record, securities issued by any investment advisor or principal underwriter of any of the Focus Growth Team from DIAS to Jackson Square

     Following the closingFunds, or a person directly or indirectly controlling, controlled by, or under common control with any of the Transaction, whichforegoing.  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 [RECENT PRACTICABLE DATE].

Each Independent Trustee is expectedcompensated 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.
Who are the principal officers of the Trusts?
Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board.  Appendix [F] identifies the principal officers of the Trusts, and provides certain background and related information.
What are the standing committees of the Boards?
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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 provided 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 each 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 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.
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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 the Funds’ investment advisor or other service providers that are under common control with the Funds’ investment advisor.  [These audit-related services consisted of the issuance of reports concerning the Funds’ transfer agent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities Exchange Act of 1934, as amended.]
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 tax planning.  These tax-related services consisted of the review of income tax returns and annual 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 compatible 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 $391,000 and $357,000 for the fiscal years ended March 31, 2014 and March 31, 2015, respectively.]
Pre-Approval Policies and Procedures.  The Audit Committee has adopted Pre-Approval Policies and Procedures for each Trust, which are set forth in Appendix [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 the de minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.
What is a quorum and what is the required vote to elect Trustees?
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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 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 150 days, shareholders must approveone 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.

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PROPOSAL 2: NEW MANAGER OF MANAGERS RELIEF
Introduction to Proposal 2
Proposal 2 relates to a finaltype 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 agreement between DMCagreements 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 Jackson Square. Therecommending 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 that agreement are discussed in detail below. Jackson Square is a California limited liability company located at 101 California Street, San Francisco, CA 94111.sub-advisory agreement.



Jackson Square will provide

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 management servicesadvisor and board of trustees have the ability to mutual funds, high net worth individuals,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 institutional investors. More informationcan make an informed decision about Jackson Square’s membersthe 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 officers is containedthe 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 Appendix B.

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 behalf of the Funds. The Interim Sub-Advisory Agreement

     WhenCurrent MOM Order does not apply to sub-advisors that are affiliated with DMC. The Funds formed since the Transaction closes on or about April 30, 2014,2005 complex-wide shareholder meeting are covered by the Current Sub-Advisory Agreement will terminate because it will be assignedMOM Order granted in 2006.

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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 managers which may be able to provide services to
the Current Sub-Advisory Agreement will terminate priorFunds. 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 believes would benefit the Funds and their shareholders.
As previously discussed, Fund shareholders (other than The International Equity Portfolio of the Delaware Pooled Trust) approved the use of a multi-manager structure, including the hiring of both affiliated and unaffiliated sub-advisors, at the 2005 complex-wide shareholder meeting.  Although the Funds previously have not sought relief from the SEC to operate a multi-manager structure under which DMC could hire both affiliated and unaffiliated sub-advisors without shareholder approval, DMC believes that the 2005 complex-wide shareholder vote was sufficient to authorize DMC to seek the New MOM Order.  Due to the Meeting, the Board has approved an interim sub-advisory agreement betweenpassage of time, however, DMC and Jackson Square (the “Interim Agreement”)the Funds are seeking shareholder approval of Proposal 2.  In the event that shareholders of a Fund or Funds do not vote to approve Proposal 2, DMC may consider whether to rely on the 2005 shareholder vote in orderseeking the New MOM Order from the SEC.
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:

FundSub-Advisory Fee
0.325% on first $500 million
Delaware U.S. Growth Fund0.30% on next $500 million
0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
0.375% on first $500 million
Delaware Smid Cap Growth Fund0.35% on next $500 million
0.325% on next $1.5 billion
0.30% on assets in excess of $2.5 billion
0.325% on first $500 million
Delaware Foundation®Conservative0.30% on next $500 million
Allocation Fund0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
0.325% on first $500 million
Delaware Foundation®Growth0.30% on next $500 million
Allocation Fund0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
0.325% on first $500 million
Delaware Foundation®Moderate0.30% on next $500 million
Allocation Fund0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
0.425% on first $500 million
Delaware Focus Global Growth Fund0.40% on next $500 million
0.375% on next $1.5 billion
0.35% on assets in excess of $2.5 billion
The Focus Smid-Cap Growth
Equity Portfolio0.375%
The Large-Cap Growth Equity Portfolio0.275%
The Select 20 Portfolio0.375%
0.375% on first $500 million
Delaware VIP®Smid Cap0.35% on next $500 million
Growth Series0.325% on next $1.5 billion
0.30% on assets in excess of $2.5 billion



FundSub-Advisory Fee
0.325% on first $500 million
Delaware VIP®U.S. Growth Series0.30% on next $500 million
0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
0.375% on first $500 million
Delaware Select Growth Fund0.35% on next $500 million
0.325% on next $1.5 billion
0.30% on assets in excess of $2.5 billion

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

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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.

Quorum and Required Vote
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.
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PROPOSAL 3:  AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO LENDING
Introduction to Proposal 3
Termination.The Trusts each have a fundamental investment restriction related to making loans. 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 noticecurrent restrictions related to Jackson Square, or (ii) by a Trust upon giving sixty days’ written notice 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 1940 Act). Furthermore, the Proposed Sub-Advisory Agreement will terminate upon the termination of the investment advisory agreement between a Trust, on behalf of a Fund,Funds to accommodate industry and DMC.



BOARD CONSIDERATIONS IN APPROVING THE PROPOSED
SUB-ADVISORY AGREEMENT

At an in-person meeting held on February 18-20, 2014, the Funds’ Boards, including a majority of the Independent Trustees, discussed and unanimously approved the Current Sub-Advisory Agreement between DMC and DIAS,market developments, as well as providing additional liquidity resources.


Under the Interim Agreement1940 Act, fundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the fundamental investment restriction related to lending are shown below:

Current LanguageProposed 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 Proposed Sub-Advisory Agreement between DMC and Jackson Square (collectively,fundamental investment restriction related to loans will provide greater investment management flexibility to respond to market, industry, regulatory, or technical innovations.

In addition, the “Sub-Advisory Agreements”). Concluding thatproposed 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
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the Sub-Advisory Agreementsopportunity for a borrowing fund to pay a lower interest rate than would be typically available from a bank, and a lending fund to receive an interest rate higher than what could be expected typically from investing cash in the best interestsshort term instruments for cash management purposes. Interfund lending could provide a source of each Fund and its shareholders, the Boards also directed that the Proposed Sub-Advisory Agreement be submitted to each Fund’s shareholders for approval, and recommended that shareholders vote“FOR” approvalimmediate, short-term liquidity pending settlement of the Proposed Sub-Advisory Agreement.

     In considering whether to approvesale of portfolio securities. For example, interfund lending could provide a borrowing fund with significant savings at a time when 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 reviewcash position of the Proposed Sub-Advisory Agreementborrowing fund is insufficient to meet temporary cash requirements in situations where shareholder redemptions exceed expected volumes and certain other considerations relevanta fund has insufficient cash on hand to satisfy such redemptions.


If the Funds receive shareholder approval to amend the fundamental investment restriction, as well as exemptive relief from the SEC, the Funds may revise their deliberations on whetherexisting credit facility with a consortium of banks for the credit line to approveallow for interfund lending.

Quorum and Required Vote
A “Quorum” is the Proposed Sub-Advisory Agreement. Atminimum number of shares that must be present in order to conduct the in-person meeting, the Trustees discussed the Transaction and the resulting terminationMeeting.  A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the Current Sub-Advisory Agreement. The Trustees discussedshares of that Trust or Fund that are entitled to vote at the factMeeting, present in person or represented by proxy.
Provided 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 providedQuorum requirements have been satisfied for a Trust, 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:



     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 RECOMMENDRECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.

PROPOSAL 3.
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PROPOSAL 4: AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATED TO CONCENTRATION (DELAWARE CASH RESERVE FUND ONLY)
Introduction to Proposal 4
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 LanguageProposed Language
The Fund shall not:
1. Make investments that will result in the concentration (as that term may be defined in
the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission
(“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry; provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in certificates of deposit. In addition, the Fund may 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.
The Fund shall not:
1. Make investments that will result in the concentration (as that term may be defined in
the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission
(“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry; provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in bank instruments.

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
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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.

Quorum and Required Vote
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 PROPOSAL 4.

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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)
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 Board 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)
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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)
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 LanguageProposed 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
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

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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.
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.
With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications

23

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 Board considers 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, 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.
Quorum and Required Vote
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.
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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).

25


VOTING INFORMATION

How will shareholder voting be handled?

Only shareholders of record of the Funds at the close of business on March 20,January 22, 2014 (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.



26
May I revoke my proxy?

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.  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, the 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.

Who is entitled to vote?

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 [M] shows as of [RECENT PRACTICABLE DATE], as to each of the Record Date, each Fund’s commonFunds, the number of shares outstanding were as follows:

FundNumber of Common Shares Outstanding
Delaware U.S. Growth Fund118,403,732.52
Delaware Smid Cap Growth Fund44,755,820.84
Delaware Focus Global Growth Fund6,379,868.52
Delaware Select Growth Fund21,806,338.58
The Large-Cap Growth Equity Portfolio16,382,710.00
The Focus Smid-Cap Growth Equity Portfolio2,423,938.47
The Select 20 Portfolio10,651,071.08
Delaware VIP®U.S. Growth Series37,205,350.55
Delaware VIP Smid Cap Growth Series19,915,066.45
Delaware Foundation®Conservative Allocation Fund14,097,497.19
Delaware Foundation®Growth Allocation Fund8,259,400.53
Delaware Foundation®Moderate Allocation Fund26,758,352.74

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 costs

Each Fund will bear its proportionate cost of the proxy preparation, mailing and solicitation. Costs will be generally allocated equally across the Funds. The Funds have engaged [PROXY SOLICTOR] to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $[COST].  Fees and expenses incurred by each Fund relatedmay be greater depending on the effort necessary to obtain shareholder votes.  [The agreement with [PROXY SOLICTOR]  provides that [PROXY SOLICTOR] 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.
27
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.

     If

As 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 [PROXY SOLICITOR] 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’s[PROXY SOLICITOR] 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 [PROXY SOLICITOR] 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 [PROXY SOLICITOR], then the [PROXY SOLICITOR] 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 [PROXY SOLICITOR] 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.  [PROXY SOLICITOR] will record the shareholder’s instructions on the card.  Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call [PROXY SOLICITOR] immediately if his or her instructions are not correctly reflected in the confirmation.
Why did my household receive only one copy of Jackson Square, DMC,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 their affiliates askingif 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 vote.

the Funds by regular mail to Attention: Shareholder Servicies, 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,
28
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:



Management Fee Schedule
(as a percentage of average daily net assets)
Portfolio NameAnnual Rate
Delaware U.S. Growth Fund0.65% on the first $500 million
0.60% on the next $500 million
0.55% on the next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Smid Cap Growth Fund0.71%
Delaware Focus Global Growth Fund0.85%
Delaware Select Growth Fund0.75% on the first $500 million
0.70% on the next $500 million
0.65% on the next $1.5 billion
0.60% on assets in excess of $2.5 billion
The Large-Cap Growth Equity Portfolio0.55%
The Focus Smid-Cap Growth Equity Portfolio0.75%
The Select 20 Portfolio0.75%
Delaware VIP®U.S. Growth Series0.65% on the first $500 million
0.60% on the next $500 million
0.55% on the next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware VIP Smid Cap Growth Series0.75%
Delaware Foundation®Conservative Allocation Fund0.65% on the first $500 million
0.60% on the next $500 million
Delaware Foundation®Growth Allocation Fund0.55% on the next $1.5 billion
0.50% on assets in excess of $2.5 billion.
Delaware Foundation®Moderate Allocation Fund

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
29
the Funds. Those services include performing



functions related to calculating each Fund’s net asset value (“NAV”)the Funds’ 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 Services 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.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 feesDistributor has agreed to 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.
[No Fund paid to DDLP.

     The Funds did not pay 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.

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.

year.]


PRINCIPAL HOLDERS OF SHARES

     To the best knowledge

As of the Trusts, as of Record Date,[RECENT PRACTICABLE DATE], 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,[RECENT PRACTICABLE DATE], 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.

APPENDICES TO
PROXY STATEMENT
APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT
APPENDIX B – TRUSTEE NOMINEES
APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
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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

31



APPENDICES TO

APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT

APPENDIX A - FORM OF SUB-ADVISORY AGREEMENTTrustFunds
A-1Delaware Group® Adviser Funds
Delaware Diversified Income Fund
 Delaware Global Real Estate Opportunities Fund
Delaware U.S. Growth Fund
APPENDIX B - MEMBERS AND OFFICERS OFDelaware 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 Group® Global & International Funds
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 Government Funds
Delaware Limited-Term Diversified Income Fund
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
Delaware Pooled® Trust
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
Delaware VIP® Trust
Delaware VIP® Diversified Income Series
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

32
TrustFunds
Delaware VIP® U.S. Growth Series
Delaware VIP® Value Series
Voyageur Insured FundsDelaware Tax-Free Arizona Fund
Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund
Voyageur Mutual FundsDelaware 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 IIDelaware Tax-Free Colorado Fund
Voyageur Mutual Funds IIIDelaware Select Growth Fund
Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund

33

APPENDIX B – TRUSTEE NOMINEES
Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by TrusteeOther Directorships Held by Trustee
Interested Trustee
Patrick P. Coyne1
2005 Market Street
Philadelphia, PA 19103
April 1963
Chairman, President, Chief Executive Officer, and Trustee
Chairman and Trustee since August 16, 2006
President and Chief Executive Officer since August 1, 2006
Patrick P. Coyne has served in various executive capacities at different times at Delaware Investments.2
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Board of Governors Member – Investment Company Institute (ICI)
Director and Audit Committee Member — Kaydon Corp. (2007-2013)

Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by TrusteeOther Directorships Held by Trustee
Independent Trustees 
       JACKSON SQUARE PARTNERS, LLC
Thomas L. Bennett
2005 Market Street
Philadelphia, PA 19103
October 1947
B-1
Trustee
APPENDIX C - 5% SHARE OWNERSHIPSince March 2005C-1

Private Investor —
(March 2004 – Present)

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:

(i)65obtain and evaluate information relating to investment recommendations, asset allocation advice, industries, businesses, securities markets, research, economic analysis, and other investment services with respect to the securities that are included in the Managed Portion or that are under consideration for inclusion in the Managed Portion and invest the Managed Portion in accordance with the Investment Manager’s and the Board’s written direction as more fully set forth herein and as otherwise directed;
Director — Bryn Mawr Bank Corp. (BMTC)
(April 2007 – Present)
 
Ann Borowiec
2005 Market Street
Philadelphia, PA 19103
November 1958
(ii)Proposed TrusteeN/Aregularly make decisions as to what securities to purchaseCEO, Private Wealth Management (2011 – 2013) and sell on behalf of each Fund with respect to the Managed Portion, effect the purchaseMarket Manager, New Jersey Private Bank (2005 – 2011) – JP Morgan Chase & Co.N/A
Co-Chair and sale of such investments in furtherance of each Fund’s objectivesTrustee — JerseyCAN
Trustee — 50CAN
Trustee and policies, and furnish the Board with such information and reports regarding the Sub-Adviser’s activities in the performance of its duties and obligations under this Agreement as the Investment Manager reasonably deems appropriate or as the Board may reasonably request, including such reports, information, and certifications as the officers of the Trusts may reasonably require in order to comply with applicable international, federal and state laws and regulations and Trust policies and procedures;
Executive Committee Member — NJPAC
Trustee — New Jersey Symphony Orchestra
 
Joseph W. Chow
2005 Market Street
Philadelphia, PA 19103
(iii)TrusteeSince January 2013provide any
Executive Vice President (Emerging Economies Strategies, Risk and all material composite or other performance information, recordsCorporate Administration)
65Director and supporting documentation about accounts or funds the Sub-Adviser manages, if appropriate, that are relevant to the Managed Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Managed Portion that may be reasonablyAudit Committee Member – Hercules Technology


34
Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time Servednecessary, under applicable laws, to allow the Funds or their agent to present information concerning the Sub-Adviser’s prior performancePrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in a Fund’s currently effective Prospectus, as the same may be hereafter modified, amended, and/or supplemented from time to time, and in any permissible reports and materials preparedFund Complex Overseen by the Funds or their agent;TrusteeOther Directorships Held by Trustee
Independent Trustees 
(iv)
January 1953
 provide information as reasonably requested by the Investment Manager or the Board to assist them or their agents in the determination of the fair value of certain portfolio securities held in the Managed Portion when market quotations are not readily available for the purpose of calculating each Fund’s net asset value in accordance with procedures and methods established by the Board;
State Street Corporation (July 2004 – March 2011)
Capital, Inc. (2004-2014)
 
John A. Fry
2005 Market Street
Philadelphia, PA 19103
May 1960
(v)TrusteeSince January 2001vote proxies, exercise conversion or subscription rights,
President – Drexel University (August 2010 – Present)
President —
Franklin & Marshall College
(June 2002 – July 2010)
65
Director – Hershey Trust Company
Director, Audit Committee, and respond to tender offers and other consent solicitations (“Corporate Actions”) with respect to the issuers of securities held in the Managed Portion, provided materials relating to such Corporate Actions have been timely received by the Sub-Adviser, and to submit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Funds in order to comply with any applicable federal or state reporting requirements;
Governance Committee Member —
Community Health Systems
 
Lucinda S. Landreth
2005 Market Street
Philadelphia, PA 19103
June 1947
(vi)TrusteeSince March 2005provide performance and other information as reasonably requested by the Investment Manager or the Board to assist them or their agent in conducting ongoing due diligence and performance monitoring; and
Private Investor
(2004 - Present)
65None 
Frances A. Sevilla-Sacasa
2005 Market Street
Philadelphia, PA 19103
January 1956
(vii)TrusteeSince September 2011maintain all accounts, books,
Chief Executive Officer – Banco Itau International (April 2012 – Present)
Executive Advisor to Dean (August 2011 – March 2012) and recordsInterim Dean (January 2011 – July 2011) – University of Miami School of Business Administration
65Trust Manager and Audit Committee Member – Camden Property Trust
Thomas K. Whitford
2005 Market Street
Philadelphia, PA 19103
March 1956
TrusteeSince January 2013Vice Chairman (2010 – April 2013), Chief Administration Officer (2008 – 2010) and Executive Vice President and Chief Administrative Officer (2007-2009) – PNC Financial Services Group65Director – HSBC Finance Corporation and HSBC North American Holdings Inc.
Janet L. Yeomans
2005 Market Street
Philadelphia, PA 19103
July 1948
TrusteeSince April 1999
Vice President and Treasurer
(January 2006 – Present),
Vice President — Mergers & Acquisitions
(January 2003 – January 2006), and Vice President
(July 1995 – January 2003)
3M Corporation
65
Director, Audit and Compliance Committee
Chair, Investment Committee Member, and Governance Committee Member – Okabena Company
Chair – 3M Investment Management Committee (2005-2012)
35
Name, Address, and Birth DatePosition(s) Held with respect to the Managed Portion as are requiredTrustsLength of an investment adviserTime ServedPrincipal Occupation(s) During Past 5 YearsNumber of a registered investment company pursuant to thePortfolios in Fund Complex Overseen by TrusteeOther Directorships Held by Trustee
Independent Trustees
J. Richard Zecher
2005 Market Street
Philadelphia, PA 19103
July 1940 Act
TrusteeSince March 2005
Founder —
Investor Analytics
(Risk Management)
(May 1999 – Present)
Founder —
P/E Investments
(Hedge Fund)
(September 1996 – Present)
65
Director and the Advisers Act and the rules thereunder and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books and records that it maintains for the Funds and that are requiredCompensation Committee Chairperson —
Investor Analytics
Director – P/E Investments
1 Mr. Coyne is considered to be maintained by Rule 31a-l underan “Interested Trustee” because he is an executive officer of DMC.
2 Delaware Investments® is the 1940 Act. The Sub-Adviser shall furnish tomarketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Investment Manager copies of all such accounts, books,Funds’ investment advisor, principal underwriter, and records as the Investment Manager may reasonably request. The Sub-Adviser agrees that such accounts, books, and records are the property of the Trusts, and will be surrendered to the Trusts promptly upon request, with the understanding that the Sub-Adviser may retain its own copy of all records.transfer agent.

36



          (c)

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 consult with any other sub-adviserless than three members, each of a Fund orwhom shall be independent as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any national securities exchange on which any fund that is an “affiliated person” of the Fund concerning transactionsDelaware 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 Fundopen 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 incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in securitiesconnection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for 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 Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or other assets, exceptfamily relationships with managers or service providers.
2. Chair of the Board. The Committee shall nominate the Chair of the Board.

37

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 such consultationschairpersons 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 reasonably necessaryappropriate 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 orderthe discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the 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 ensuremonitor compliance with Rule 12d3-l under the 1940 Act.

          (d) In furnishing services hereunder,Policy Regarding Mandatory Investment in the Sub-AdviserFunds by Trustees/Directors.

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 meetings of the Board 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 subjectbased 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.
38
8. The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees and shall performreview 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 summary and report of Director/Trustee expenses reimbursed in accordance with the following: (i) provisionsTravel and Entertainment Policy.
5. The Committee shall conduct an annual performance evaluation of a Trust’s Agreementthe Committee.
6. The Committee shall review the annual performance evaluation of the Board and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time, that are applicablereport its findings and recommendations to the Managed Portion; (ii) provisionsCommittee of a Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time that are applicableIndependent Directors/Trustees.
7. The Committee shall review annually Director and Officer insurance matters and report its findings and recommendations to the Managed Portion; (iii) a Fund’s Prospectus; (iv)Board.
8. The Committee shall review annually the 1940 Actcompensation for the Chief Compliance Officer and the Advisers Actreport its findings and the rules under each and all other international, federal and state securities laws or regulations applicablerecommendations to the TrustsBoard.
9. The Committee shall, at least annually, review the Charter of the Committee of Independent Directors/Trustees and recommend any changes to the Funds; (v)Committee of Independent Directors/Trustees.
10. In the Trusts’ compliance policiesevent that Delaware Investments is considering a merger or other transaction and procedures anddesires input from the Board of Directors/Trustees, the Committee shall respond to any such inquiries.
11. The Committee shall perform such other policies and procedures adoptedfunctions that shall be delegated to it from time to time by the Board applicable toBoard.

39

APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
The following table shows 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; transferdollar range 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 absenceaggregate dollar range of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of its duties as Sub-Adviser to the Trusts on behalfshares of the Delaware Investments® Family of 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 achievedare beneficially owned 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 effectiveeach Trustee Nominee 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[RECENT PRACTICABLE DATE].



(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:

Fund(i)Thomas L. Bennettis already known to the receiving party at the time it is obtained (other than through previous disclosure by the protected party or by a party known by the receiving party to be bound by a confidentiality obligation to the protected party);


(ii)is or becomes publicly known or available through no wrongful act of the receiving party;
(iii)is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality;
(iv)is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party provides the protected party written notice of such requirement, to the extent such notice is permitted);
(v)is relevant to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party provides the protected party with sixty (60) days’ written notice of any disclosure if practicable or such lesser amount as may be necessary and provided such notice does not prejudice the receiving party); or
(vi)has been or is independently developed or obtained by the receiving party.

The Sub-Adviser shall not disclose any “nonpublic personal information” (as such term is defined in Regulation S-P, including any amendments thereto) pertaining to the customers (as such term is defined in Regulation S-P, including any amendments thereto) of the Trusts to any third party or use such information other than 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.



         (b) The Sub-Adviser has adopted policies and procedures and a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and 204A-1 under the Advisers Act and will provide the Investment Manager and the Board with a copy of such policies and procedures and code of ethics, together with evidence of its adoption. In accordance with the requirements of Rule 17j-l, the Sub-Adviser shall certify to the Investment Manager that the Sub-Adviser has complied in all material respects with the requirements of Rule 17j-l during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement 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 by the Board of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement.

         (c) The Sub-Adviser has provided the Trusts and the Investment Manager with a copy of its Form ADV at least forty-eight (48) hours prior 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 amendments 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 required by the Advisers Act.

         (d) The Sub-Adviser will notify the Trusts and the Investment Manager 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 expenses of the Funds, if any, arising out of an assignment of this Agreement or change in control of the Sub-Adviser so long 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.

         (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.



11.       The Investment Manager will notify the Sub-Adviser of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Sub-Adviser, or change of control of the Investment Manager, as applicable.

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:

If to the Sub-Adviser:Van Tran
101 California Street
Suite 3750
San Francisco, CA 94111
If to the Investment Manager orAnn BorowiecPatrick P. Coyne
the Funds:Joseph W. ChowJohn A. Fry2005 Market StreetLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard Zecher
Delaware Cash Reserve® FundPhiladelphia, PA 19103

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.

JACKSON SQUARE PARTNERS, LLCDELAWARE MANAGEMENT
COMPANY, a series of Delaware
Management Business Trust
 
ByDelaware Core Plus Bond Fund By 
Name:Delaware Corporate Bond FundName:  David P. O’Connor
Title:Title:    Executive Vice President
 

Agreed to and accepted as of the day and year first above written:

 

Delaware Investment® Funds
listed on Exhibit A

 
Delaware Diversified Floating Rate FundBy 
Delaware Diversified Income FundName:  
Delaware Dividend Income Fund
Delaware Emerging Markets Fund
Delaware Emerging Markets Debt Fund
Delaware Extended Duration Bond Fund
Delaware Focus Global Growth Fund
Delaware Foundation® Conservation Allocation Fund
Delaware Foundation® Growth Allocation Fund
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

40

FundThomas L. BennettAnn BorowiecPatrick P. CoyneJoseph W. ChowJohn A. FryLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard Zecher
Title:     President


A-15


EXHIBIT A

LIST OF REGISTRANTS AND THEIR RESPECTIVE SERIES

Delaware Group® Adviser Funds
Delaware U.S. GrowthEquity Fund

Delaware Group Equity Funds IV
Delaware Smid Cap Growth Fund

Delaware Group Global and International Funds
Delaware Focus Global Growth Fund

Voyageur Mutual Funds III
Delaware Select Growth Fund

Delaware Pooled Trust®
The Large-Cap Growth Equity Portfolio
The Focus Smid-Cap Growth Equity Portfolio
The Select 20 Portfolio

Delaware VIP® Trust
Delaware VIP U.S. Growth Series
Delaware VIP Smid Cap Growth Series

Delaware Group Foundation Funds®
Delaware Foundation® Growth Allocation Fund
Delaware Foundation Moderate Allocation Fund
Delaware Foundation Conservative Allocation Fund

Ex. A-1


EXHIBIT B

FEE SCHEDULE

Fund Investment Management Fee
0.325% on first $500 million
Delaware U.S.Limited-Term Diversified Income Fund
Delaware Mid Cap Value Fund
Delaware Minnesota High-Yield Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Select Growth Fund0.30% on next $500 million
0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
 
Delaware Small Cap Core Fund0.375% on first $500 million
Delaware Small Cap Value Fund
Delaware Smid Cap Growth Fund0.35% on next $500 million
0.325% on next $1.5 billion
0.30% on assets in excess of $2.5 billion
 
0.325% on first $500 million
Delaware Foundation®Conservative0.30% on next $500 million
AllocationTax-Free Arizona Fund0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
 
0.325% on first $500 million
Delaware Foundation®Growth Allocation0.30% on next $500 million
Tax-Free California Fund0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
 
0.325% on first $500 million
Delaware Foundation®Moderate Allocation0.30% on next $500 million
Tax-Free Colorado Fund0.275% on next $1.5 billion
0.25% on assets in excess of $2.5 billion
 
Delaware Tax-Free Idaho Fund0.425% on first $500 million
Delaware Focus GlobalTax-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 Fund0.40% on next $500 million
Delaware Value® Fund
0.375% on next $1.5 billion
Delaware VIP® Diversified Income Series
0.35% on assets in excess of $2.5 billion
Delaware VIP® Emerging Markets Series
Delaware VIP® High Yield Series

41

FundThomas L. BennettAnn BorowiecPatrick P. CoyneJoseph W. ChowJohn A. FryLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard Zecher
Delaware VIP® International Value Equity Series
Delaware VIP® Limited-Term Diversified Income Series
Delaware VIP® REIT Series
Delaware VIP® Smid Cap Value Series
Delaware VIP® Small Cap Growth Series
Delaware VIP® U.S. Growth Series
Delaware VIP® Value Series
The Core Plus Fixed Income Portfolio
The Emerging Markets Portfolio
The Emerging Markets Portfolio II 
The Focus Smid-Cap Growth
Equity Portfolio0.375%
The High-Yield Bond Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio 
The Large-Cap Growth Equity Portfolio0.275%
The Large-Cap Value Equity Portfolio
The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund) 
The Select 20 Portfolio0.375%
Aggregate dollar range of shares of the Delaware Investments® Family of Funds:


42

APPENDIX E — TRUSTEE COMPENSATION
The following table describes the aggregate compensation received by the current Independent Trustees from each Trust and the total compensation received from the Delaware Investments® Funds for which he or she served as a Trustee for the 12-month period ended December 31, 2014.  Only the Independent Trustees received compensation from the Trust.
TrustThomas L. BennettJoseph W. ChowJohn A. FryLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard Zecher
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
TOTAL – 12-month period ended December 31, 2014


43

APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS
Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by OfficerOther Directorships Held by Officer
Patrick P. Coyne1
2005 Market Street
Philadelphia, PA 19103
April 1963
Chairman, President, Chief Executive Officer, and Trustee
Chairman and Trustee since August 16, 2006
President and Chief Executive Officer since August 1, 2006
Patrick P. Coyne has served in various executive capacities at different times at Delaware Investments.2
65
Board of Governors Member – ICI
Director and Audit Committee Member — Kaydon Corp. (2007-2013)
David F. Connor
2005 Market Street
Philadelphia, PA 19103
December 1963
Senior Vice President, Deputy General Counsel, and SecretarySenior Vice President since May 2013; Deputy General Counsel since September 2000; Secretary since October 2005David F. Connor has served as Deputy General Counsel of Delaware Investments since 2000.65
None3
Daniel V. Geatens
2005 Market Street
Philadelphia, PA 19103
October 1972
Vice President and TreasurerTreasurer since October 2007Daniel V. Geatens has served in various capacities at different times at Delaware Investments.65
None3
David P. O’Connor
2005 Market Street
Philadelphia, PA 19103
February 1966
Executive Vice President, General Counsel, and Chief Legal OfficerExecutive Vice President since February 2012; General Counsel and Chief Legal Officer since October 2005David P. O’Connor has served in various executive and legal capacities at different times at Delaware Investments.65
None3
Richard Salus
2005 Market Street
Philadelphia, PA 19103
October 1963
Senior Vice President and Chief Financial OfficerChief Financial Officer since November 2006Richard Salus has served in various executive capacities at different times at Delaware Investments.65
None3
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.
3  David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in similar capacities for the six portfolios of the Optimum Fund Trust, which have the  same investment manager, principal underwriter, and transfer agent as the Funds.


44

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.
Trust
Audit
Fees
Tax
Fees
Affiliate Audit-Related FeesAggregate Non-Audit Fees
Delaware Group® Adviser Funds
10/31/14
10/31/13
97,615.00
117,640.00
16,434.00
21,650.00
Delaware Group Cash Reserve
3/31/14
3/31/13
28,000.00
24,835.00
3,160.00
3,000.00
Delaware Group Equity Funds I
10/31/14
10/31/13
26,259.90
23,035.00
4,740.00
4,500.00
Delaware Group Equity Funds II
11/30/14
11/30/13
26,750.00
23,435.00
4,741.00
4,500.00
Delaware Group® Equity Funds IV
9/30/14
9/30/13
54,000.00
47,170.00
9,480.00
9,000.00
Delaware Group Equity Funds V
11/30/14
11/30/13
87,789.80
77,405.00
14,223.00
13,500.00
Delaware Group Foundation Funds
9/30/14
9/30/13
124,605.00
109,305.00
15,237.00
14,550.00
Delaware Group Global & International Funds
11/30/14
11/30/13
108,800.00
123,675.00
29,605.00
28,100.00
Delaware Group Government Fund
7/31/14
7/31/13
114,004.80
67,970.00
13,218.00
9,700.00

45
Trust
Audit
Fees
Tax
Fees
Affiliate Audit-Related FeesAggregate Non-Audit Fees
Delaware Group Income Funds
7/31/14
7/31/13
186,019.80
163,175.00
25,545.00
24,250.00
Delaware Group Limited-Term Government Funds
12/31/14
12/31/13
40,400.00
35,435.00
5,109.00
4,850.00
Delaware Group State Tax-Free Income Trust
8/31/14
8/31/13
34,125.00
29,935.00
4,214.00
4,000.00
Delaware Group Tax-Free Fund
8/31/14
8/31/13
69,160.00
60,670.00
8,428.00
8,000.00
Delaware Pooled® Trust
10/31/14
10/31/13
303,684.90
317,855.00
58,785.00
65,150.00
Delaware VIP® Trust
12/31/14
12/31/13
290,521.00
254,850.00
51,832.00
49,200.00
Voyageur Insured Funds
8/31/14
8/31/13
34,125.00
29,935.00
4,214.00
4,000.00
Voyageur Intermediate Tax Free Funds
8/31/14
8/31/13
34,125.00
29,935.00
4,214.00
4,000.00
Voyageur Mutual Funds
8/31/14
8/31/13
171,080.00
150,075.00
21,070.00
20,000.00
Voyageur Mutual Funds II
8/31/14
8/31/13
34,125.00
29,935.00
4,214.00
4,000.00
Voyageur Mutual Funds III
10/31/14
10/31/13
4/30/13
26,715.00
45,670.00
4,741.00
9,000.00
Voyageur Tax Free Funds
8/31/14
8/31/13
34,125.00
29.935.00
4,214.00
4,000.00


46


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.
47
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
48
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:
·a brief written request shall be prepared detailing the proposed engagement with explanation as to why the work is proposed to be performed by the Auditors (e.g., particular expertise, timing, etc.);
·the request should be addressed to the Audit Committee with copies to the Funds’ Chief Financial Officer and Chief Legal Officer;
·if time reasonably permits, the request shall be included in the meeting materials for the upcoming Audit Committee meeting when the Committee will consider the proposed engagement and approve or deny the request;
·should the request require more immediate action, the written request should be e-mailed, faxed or otherwise delivered to the Audit Committee Chairperson, with copies to the Funds’ Chief Financial Officer and Chief Legal Officer, followed by a telephone call to the Chairperson of the Audit Committee.  The Chairperson of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chairperson's discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal.  Should the Chairperson of the Audit Committee be unavailable, any other member of the Audit Committee may serve as an alternate for the purpose of approving or denying the request.
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
49
Last Approved: August 19, 2014


50

ANNEX I-A

Pre-Approved Fund Services

ServiceRange of Fees
Audit Services
Statutory audits or financial audits for new Fundsup 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 statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.)
up to $25,000 in the aggregate
U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.)up to $5,000 per Fund
Review of federal, state, local and international income, franchise and other tax returnsup to $5,000 per Fund

51

ANNEX I-B

Pre-Approved Fund-Related Adviser Services

ServiceRange of Fees
Non-Audit Services
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment lettersup to $10,000 in the aggregate

52

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



53



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 Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Patrick P. CoynePresidentChairman/President/Chief Executive Officer
Mr. Coyne has served in various executive capacities within Delaware Investments
Michael J. HoganExecutive Vice President/Head of Equity InvestmentsExecutive Vice President/Head of Equity Investments
Mr. Hogan has served in various executive capacities within Delaware Investments

54

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
David P. O’ConnorExecutive Vice President/Strategic Investment Relationships and Initiatives/General CounselExecutive Vice President/Strategic Investment Relationships and Initiatives/General Counsel
Mr. O’Connor has served in various executive capacities within Delaware Investments
Senior Vice President/ Strategic Investment Relationships and Initiatives/ General Counsel/Optimum Fund Trust
See Yeng QuekExecutive Vice President/Managing Director/Head of Fixed Income InvestmentsExecutive Vice President/Managing Director/Head of Fixed Income InvestmentsMr. Quek has served in various executive capacities within Delaware Investments
Philip N. RussoExecutive Vice President/Chief Administrative OfficerNoneMr. Russo has served in various executive capacities within Delaware Investments
Joseph R. BaxterSenior Vice President/Head of Municipal Bond Department/Senior Portfolio ManagerSenior Vice President/Head of Municipal Bond Department/Senior Portfolio ManagerMr. Baxter has served in various capacities within Delaware Investments
Christopher S. Beck
Senior Vice President/
Chief Investment Officer—Small Cap Value/Mid-Cap Value Equity
Senior Vice President/ Chief Investment Officer - Small Cap Value/Mid-Cap Value EquityMr. Beck has served in various capacities within Delaware Investments
Michael P. BuckleySenior Vice President//Director of Municipal ResearchSenior Vice President/ Director of Municipal ResearchMr. Buckley has served in various capacities within Delaware Investments
Stephen J. BuschSenior Vice President/ Investment AccountingSenior Vice President/ Investment AccountingMr. Busch has served in various capacities within Delaware Investments
Michael F. Capuzzi
Senior Vice President/
Investment Systems
Senior Vice President/
Investment Systems
Mr. Capuzzi has served in various capacities within Delaware Investments
Liu-Er ChenSenior Vice President/ Chief Investment Officer, Emerging Markets and HealthcareSenior Vice President/ Chief Investment Officer, Emerging Markets and HealthcareMr. Chen has served in various capacities within Delaware Investments
David F. ConnorSenior Vice President/Deputy General Counsel/SecretarySenior Vice President/Deputy General Counsel/Secretary
Mr. Connor has served in various capacities within Delaware Investments
Vice President/Deputy General Counsel/Secretary – Optimum


55

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
 
0.375% on first $500 millionFund Trust
Stephen J. CzepielSenior Vice President/Senior Portfolio ManagerSenior Vice President/Senior Portfolio ManagerMr. Czepiel has served in various capacities within Delaware VIP®Smid Cap0.35% on next $500 millionInvestments
Growth SeriesCraig C. DembekSenior Vice President/ Co-Head of Credit Research/Senior Research Analyst0.325% on next $1.5 billionSenior Vice President/Co-Head of Credit Research/Senior Research AnalystMr. Dembek has served in various capacities within Delaware Investments
Roger A. Early
Managing Director, Co-Head of Fixed Income Investments, Senior Vice President/
Co-Chief Investment Officer—Total Return Fixed Income Strategy
0.30% on assetsManaging Director, Co-Head of Fixed Income Investments, Senior Vice President/ Co-Chief Investment Officer-Total Return Fixed Income StrategyMr. Early has served in excessvarious capacities within Delaware Investments
Stuart M. GeorgeSenior Vice President/Head of $2.5 billionEquity TradingSenior Vice President/Head of Equity TradingMr. George has served in various capacities within Delaware Investments
Gregory A. GizziSenior Vice President/Senior Portfolio ManagerSenior Vice President/Senior Portfolio ManagerMr. Gizzi has served in various capacities with Delaware Investments
Edward GraySenior Vice President/Chief Investment Officer—Global and International Value EquitySenior Vice President/Chief Investment Officer – Global and International Value EquityMr. Gray has served in various capacities within Delaware Investments
Paul GrilloSenior Vice President/Co-Chief Investment Officer—Total Return Fixed Income StrategySenior Vice President/Co-Chief Investment Officer—Total Return Fixed Income StrategyMr. Grillo has served in various capacities within Delaware Investments
Sharon Hill
Senior Vice President/
Head of Equity Quantitative Research and Analytics
Senior Vice President/
Head of Equity Quantitative Research and Analytics
Ms. Hill has served in various capacities within Delaware Investments
James L. Hinkley
Senior Vice President/
Head of Product Management
Senior Vice President/
Head of Product Management
Mr. Hinkley has served in various capacities within Delaware Investments
Kashif IshaqSenior Vice President/Head of Investment Grade Corporate Bond TradingSenior Vice President/Head of Investment Grade Corporate Bond TradingMr. Ishaq has served in various capacities within Delaware Investments
Paul MatlackSenior Vice President/ Senior Portfolio Manager/ Fixed Income StrategistSenior Vice President/ Senior Portfolio Manager/ Fixed Income StrategistMr. Matlack has served in various capacities within Delaware Investments
Christopher McCarthySenior Vice President/Financial Institutions SalesSenior Vice President/Financial Institutions SalesMr. McCarthy has served in various capacities within Delaware Investments
John P. McCarthySenior Vice President/Co-Vice President/SeniorMr. McCarthy has served in


56

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
 
Head of Credit Research/Senior Research AnalystResearch Analyst0.325% on first $500 millionvarious capacities within Delaware Investments
Brian McDonnellSenior Vice President/Senior Portfolio Manager/Senior Structured Products Analyst/TraderSenior Vice President/Senior Portfolio Manager/Senior Structured Products Analyst/TraderMr. McDonnell has served in various capacities within Delaware VIP®U.S. Growth Series0.30% on next $500 millionInvestments
Timothy D. McGarrity0.275% on next $1.5 billionSenior Vice President/Financial Services OfficerSenior Vice President/Financial Services OfficerMr. McGarrity has served in various capacities within Delaware Investments
Francis X. MorrisSenior Vice President/Chief Investment Officer - Core Equity0.25% on assetsSenior Vice President/Chief Investment Officer - Core EquityMr. Morris has served in excessvarious capacities within Delaware Investments
Brian L. Murray, Jr.
Senior Vice President/
Chief Compliance Officer
Senior Vice President/ Chief Compliance OfficerMr. Murray has served in various capacities within Delaware Investments
Susan L. Natalini
Senior Vice President/Head of $2.5 billionEquity and Fixed Income Business Operations
Senior Vice President/Head of Equity and Fixed Income Business OperationsMs. Natalini has served in various capacities within Delaware Investments
D. Tysen Nutt
Senior Vice President/
Senior Portfolio Manager/Team Leader
Senior Vice President/
Senior Portfolio Manager/Team Leader
Mr. Nutt has served in various capacities within Delaware Investments
Philip O. ObazeeSenior Vice President/Structured Products and DerivativesSenior Vice President/Structured Products and DerivativesMr. Obazee has served in various capacities within Delaware Investments
Terrance M. O’BrienSenior Vice President/Head of Fixed Income Quantitative Analysis DepartmentSenior Vice President/Head of Fixed Income Quantitative Analysis DepartmentMr. O’Brien has served in various capacities with Delaware Investments
Marlene PetterSenior Vice President/Marketing CommunicationsSenior Vice President/Marketing CommunicationsMs. Petter has served in various capacities within Delaware Investments
Richard SalusSenior Vice President/ Controller/TreasurerSenior Vice President/Chief Financial Officer
Mr. Salus has served in various capacities within Delaware Investments
Senior Vice President/Chief Financial Officer – Optimum Fund Trust
Christopher M. TestaSenior Vice President/ Senior Portfolio Manager since January 2014Senior Vice President/ Senior Portfolio Manager since January 2014Mr. Testa has served in various capacities within Delaware Investments
Babak Zenouzi
Senior Vice President/
Chief Investment Officer—Real Estate
Senior Vice President/ Chief Investment Officer- Real Estate Securities andMr. Zenouzi has served in various capacities within Delaware Investments


57

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
 Securities and Income Solutions
Income Solutions
Mr. Zenouzi has served in various capacities within Delaware Investments
Gary T. AbramsVice President/Senior Equity Trader0.375% on first $500 millionVice President/Senior Equity TraderMr. Abrams has served in various capacities within Delaware Investments
Christopher S. AdamsVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Adams has served in various capacities within Delaware Investments
Damon J. AndresVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Andres has served in various capacities within Delaware Investments
Wayne A. AnglaceVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Anglace has served in various capacities within Delaware Investments
Margaret MacCarthy BaconVice President/Investment SpecialistVice President/Investment SpecialistMs. Bacon has served in various capacities within Delaware Investments
Patricia L. BakelyVice President/Assistant ControllerVice President/Assistant ControllerMs. Bakely has served in various capacities within Delaware Investments
Kristen E. Bartholdson-PeterVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMs. Bartholdson has served in various capacities within Delaware Investments
Todd BassionVice President/Portfolio ManagerVice President/Portfolio ManagerMr. Bassion has served in various capacities within Delaware Investments
Jo Anne BennickVice President/15(c) ReportingVice President/15(c) ReportingMs. Bennick has served in various capacities within Delaware Investments
Richard E. BiesterVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Biester has served in various capacities within Delaware Investments
Sylvie S. BlenderVice President/Financial Institutions Client ServicesVice President/Financial Institutions Client ServicesMs. Blender has served in various capacities within Delaware Investments
Kevin BockVice President/Municipal Credit AnalystVice President/Municipal Credit AnalystMr. Bock has served in various capacities within Delaware Investments
Zoe BradleyVice President/ Municipal Bond Portfolio AnalystVice President/Municipal Bond Portfolio AnalystMs. Bradley has served in various capacities within Delaware Investments
Vincent A. BrancaccioVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Brancaccio has served in various capacities within Delaware Investments
Adam H. BrownVice President/PortfolioVice President/PortfolioMr. Brown has served in


58

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
ManagerManagervarious capacities within Delaware Investments
Carolyn Brown-JordanVice President/Investment AccountingVice President/Investment AccountingMs. Brown-Jordan has served in various capacities within Delaware Investments
McAfee S. BurkeVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Burke has served in various capacities within Delaware Investments
Mathew J. CalabroVice President/Deputy Chief Compliance OfficerVice President/Deputy Chief Compliance Officer
Mr. Calabro has served in various capacities within Delaware Investments
Vice President/Chief Compliance Officer - Optimum Fund Trust
Mary Ellen M. CarrozzaVice President/Client ServicesVice President/Client ServicesMs. Carrozza has served in various capacities within Delaware Investments
Steven G. CatricksVice President/Portfolio Manager/Equity AnalystVice President/Portfolio Manager/Equity AnalystMr. Catricks has served in various capacities within Delaware Investments
Wen-Dar ChenVice President/Portfolio Manager—International DebtVice President/Portfolio Manager - International DebtMr. Chen has served in various capacities within Delaware Investments
Anthony G. CiavarelliVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMr. Ciavarelli has served in various capacities within Delaware Investments
Sean ConnerVice President/Director of Fixed Income Product ManagementVice President/Director of Fixed Income Product ManagementMr. Connor has served in various capacities within Delaware Investments
Michael Costanzo
Vice President/
Performance Analyst Manager
Vice President/
Performance Analyst Manager
Mr. Costanzo has served in various capacities within Delaware Investments
Kishor K. DagaVice President/ Institutional Account ServicesVice President/ Institutional Account ServicesMr. Daga has served in various capacities within Delaware Investments
Cori E. DaggettVice President/Associate General Counsel/ Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMs. Daggett has served in various capacities within Delaware Investments
Ion DanVice President/Senior Structured Products Analyst/TraderVice President/Senior Structured Products Analyst/TraderMr. Dan has served in various capacities within Delaware Investments
Guido DeAscanis IIIVice President/Senior Credit Research AnalystVice President/Senior Credit Research AnalystMr. DeAscanis has served in various capacities within Delaware Investments
Kevin C. DoneganVice President/Head of Business ManagerVice President/Head of Business ManagerMr. Donegan has served in various capacities within Delaware Investments and/or its


59

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
affiliates since 1994
Camillo D’OrazioVice President/Ex-US Client Service OfficerVice President/Ex-US Client Service OfficerMr. D’Orazio has served in various capacities within Delaware Investments
Michael E. DresninVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMr. Dresnin has served in various capacities within Delaware Investments
Joel A. EttingerVice President/TaxationVice President – TaxationMr. Ettinger has served in various capacities within Delaware Investments
Richard J. FilipVice President/Portfolio Analyst/Trader-Convertible and Municipal StrategiesVice President/Portfolio Analyst/ Trader-Convertible and Municipal StrategiesMr. Filip has served in various capacities within Delaware Investments
Michelle FinderVice President/Senior Credit Research AnalystVice President/Senior Credit Research AnalystMs. Finder has served in various capacities within Delaware Investments
Joseph FiorillaVice President – Trading OperationsVice President – Trading OperationsMr. Fiorilla has served in various capacities within Delaware Investments
Charles E. FishVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Fish has served in various capacities within Delaware Investments
Clifford M. FisherVice President/Municipal Credit AnalystVice President/Municipal Credit AnalystMr. Fisher has served in various capacities within Delaware Investments
Patrick FoleyVice President/Director of Equity Product ManagementVice President/Director of Equity Product ManagementMr. Foley has served in various capacities within Delaware Investments
Denise A. FranchettiVice President/Portfolio Manager/Senior Research AnalystVice President/Portfolio Manager/Senior Research AnalystMs. Franchetti has served in various capacities within Delaware Investments
Lawrence G. FrankoVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Franko has served in various capacities within Delaware Investments
Eric FreiVice President/ Government and Agency Analyst/TraderVice President/ Government and Agency Analyst/TraderMr. Frei has served in various capacities within Delaware Investments
Michael FriedmanVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Friedman has served in various capacities within Delaware Investments
Mark FrymiareVice President/Marketing Support ServicesVice President/Marketing Support ServicesMr. Frymiare has served in various capacities within Delaware Investments
Daniel V. GeatensVice President/Director of Financial AdministrationVice President/TreasurerMr. Geatens has served in various capacities within Delaware Investments


60

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Vice President/Treasurer – Optimum Fund Trust
Christopher GowllandVice President/Senior Quantitative AnalystVice President/Senior Quantitative AnalystMr. Gowlland has served in various capacities within Delaware Investments
David J. HamiltonVice President/Credit Research AnalystVice President/Credit Research AnalystMr. Hamilton has served in various capacities within Delaware Investments
Brian HannonVice President/High Yield Trader since April 2013Vice President/High Yield Trader since April 2013Mr. Hannon has served in various capacities within Delaware Investments
Scott HastingsVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Hastings has served in various capacities within Delaware Investments
Duane HewlettVice President/Structured Product Analyst/TraderVice President/Structured Product Analyst/TraderMr. Hewlett has served in various capacities within Delaware Investments
J. David HillmeyerVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Hillmeyer has served in various capacities within Delaware Investments
Jerel A. HopkinsVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMr. Hopkins has served in various capacities within Delaware Investments
Chungwei HsiaVice President/Emerging and Developed Markets AnalystVice President/Emerging and Developed Markets AnalystMr. Hsia has served in various capacities within Delaware Investments
Cynthia IsomVice President/Portfolio ManagerVice President/Portfolio ManagerMs. Isom has served in various capacities within Delaware Investments
Stephen M. Juszczyszyn
Vice President/ Portfolio Manager/Senior Structured Products Analyst/Trader
Vice President/Portfolio Manager/Senior Structured Products Analyst/TraderMr. Juszczyszyn has served in various capacities within Delaware Investments
William F. KeelanVice President/Senior Quantitative AnalystVice President/Senior Quantitative AnalystMr. Keelan has served in various capacities within Delaware Investments
Nancy KeenanVice President/Domestic Equity, Senior Product ManagerVice President/Domestic Equity, Senior Product ManagerMs. Keenan has served in various capacities within Delaware Investments
Colleen KneibVice President/Municipal Credit AnalystVice President/Municipal Credit AnalystMs. Kneib has served in various capacities within Delaware Investments
Daniel KoVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Ko has served in various capacities within Delaware Investments
Anu B. KothariVice President/Senior Equity AnalystVice President/Senior Equity AnalystMs. Kothari has served in various capacities within Delaware Investments


61

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Nikhil G. LalvaniVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Lalvani has served in various capacities within Delaware Investments
Jamie LaScalaVice President/Global Equities/Senior Product ManagerVice President/Global Equities/Senior Product ManagerMs. LaScala has served in various capacities within Delaware Investments
Kevin LamVice President/Portfolio Manager-Fixed Income Separately Managed AccountsVice President/Portfolio Manager - Fixed Income Separately Managed AccountsMr. Lam has served in various capacities within Delaware Investments
Steven A. LandisVice President/Senior Portfolio Manager - Emerging Markets DebtVice President/Senior Portfolio Manager – Emerging Markets DebtMr. Landis has served in various capacities within Delaware Investments
Anthony A. LombardiVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Lombardi has served in various capacities within Delaware Investments
Kent MaddenVice President/Portfolio Manager/Equity AnalystVice President/Portfolio Manager/Equity AnalystMr. Madden has served in various capacities within Delaware Investments
Andrew McEvoyVice President/Trade SettlementsVice President/Trade SettlementsMr. McEvoy has served in various capacities within Delaware Investments
Kelley McKeeVice President/Portfolio Manager/Equity AnalystVice President/Portfolio Manager/Equity AnalystMs. McKee has served in various capacities within Delaware Investments
Carleen MichalskiVice President/Product ManagerVice President/Product ManagerMs. Michalski has served in various capacities within Delaware Investments
Saj MoradiVice President/Senior Credit Research AnalystVice President/Senior Credit Research AnalystMr. Moradi has served in various capacities within Delaware Investments
Michael S. MorrisVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Morris has served in various capacities within Delaware Investments
Constantine (“Charlie”) MylonasVice President/Product Manager (Since June 2010)Vice President/Product ManagerMr. Mylonas has served in various capacities within Delaware Investments
Donald G. PadillaVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Padilla has served in various capacities within Delaware Investments
Alexendra R. ParsonVice President/Financial Institutions Client ServicesVice President/Financial Institutions Client ServicesMs. Parson has served in various capacities within Delaware Investments
Will RainbowVice President/Engagement Strategy & AnalyticsVice President/Engagement Strategy & AnalyticsMr. Rainbow has served in various capacities within Delaware Investments
Mansur Z. RasulVice President/Head of Emerging Markets CreditVice President/Head of Emerging Markets CreditMr. Rasul has served in various capacities within Delaware


62

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
TradingTradingInvestments
Carl RiceVice President/Senior Investment SpecialistVice President/Senior Investment SpecialistMr. Rice has served in various capacities within Delaware Investments
Joseph T. RoginaVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Rogina has served in various capacities within Delaware Investments
Kevin C. SchildtVice President/Senior Research AnalystVice President/Senior Research AnalystMr. Schildt has served in various capacities within Delaware Investments
Scott B. SchroederVice President/Investment Grade Corporate Bond TraderVice President/Investment Grade Corporate Bond TraderMr. Schroeder has served in various capacities within Delaware Investments
Brian Scotto
Vice President/
Government and Agency Trader
Vice President/
Government and Agency Trader
Mr. Scotto has served in various capacities within Delaware Investments
Richard D. SeidelVice President/Assistant Controller/Assistant TreasurerVice President/Assistant Controller/Assistant TreasurerMr. Seidel has served in various capacities within Delaware Investments
Catherine A. SekleckiVice President/Financial Institutions Client ServicesVice President/Financial Institutions Client ServicesMs. Seklecki has served in various capacities within Delaware Investments
Sean M. SimmonsVice President/ International Bond TraderVice President/ International Bond TraderMr. Simmons has served in various capacities within Delaware Investments
Barry SlawterVice President/Retail Marketing & Content StrategyVice President/Retail Marketing & Content StrategyMr. Slawter has served in various capacities within Delaware Investments
Frank StrengerVice President/High Yield TraderVice President/High Yield TraderMr. Strenger has served in various capacities within Delaware Investments
Molly ThompsonVice President/Senior Product Manager, Specialty Products and SolutionsVice President/Senior Product Manager, Specialty Products and SolutionsMs. Thompson has served in various capacities within Delaware Investments
Nitin P. TutejaVice President/ Quantitative AnalystVice President/ Quantitative AnalystMr. Tuteja has served in various capacities within Delaware Investments
John C. Van Roden IIIVice President/Municipal Bond Trader/Head of Municipal Bond TradingVice President/Municipal Bond Trader/Head of Municipal Bond TradingMr. Roden has served in various capacities within Delaware Investments
Robert A. Vogel, Jr.Vice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Vogel has served in various capacities within Delaware Investments
Nael H. WahaidiVice President/ Quantitative AnalystVice President/ Quantitative AnalystMr. Wahaidi has served in various capacities within Delaware Investments
Jeffrey S. WangVice President/SeniorVice President/SeniorMr. Wang has served in various


63

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Equity AnalystEquity Analystcapacities within Delaware Investments
Michael G. WildsteinVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Wildstein has served in various capacities within Delaware Investments
Kathryn R. WilliamsVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMs. Williams has served in various capacities within Delaware Investments
Wei XiaoVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Xiao has served in various capacities within Delaware Investments



64


APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING
AS OF JANUARY 22, 2015

Fund NameClassShares Outstanding
Delaware Cash Reserve® FundA
Delaware Cash Reserve® FundC
Delaware Cash Reserve® FundCC
Delaware Core Plus Bond FundA
Delaware Core Plus Bond FundC
Delaware Core Plus Bond FundI
Delaware Core Plus Bond FundR
Delaware Corporate Bond FundA
Delaware Corporate Bond FundC
Delaware Corporate Bond FundI
Delaware Corporate Bond FundR
Delaware Diversified Floating Rate FundA
Delaware Diversified Floating Rate FundC
Delaware Diversified Floating Rate FundI
Delaware Diversified Floating Rate FundR
Delaware Diversified Income FundA
Delaware Diversified Income FundC
Delaware Diversified Income FundI
Delaware Diversified Income FundR
Delaware Dividend Income FundA
Delaware Dividend Income FundC
Delaware Dividend Income FundI
Delaware Dividend Income FundR
Delaware Emerging Markets Debt FundA
Delaware Emerging Markets Debt FundC
Delaware Emerging Markets Debt FundI
Delaware Emerging Markets Debt FundR
Delaware Emerging Markets FundA
Delaware Emerging Markets FundC
Delaware Emerging Markets FundI
Delaware Emerging Markets FundR
Delaware Extended Duration Bond FundA
Delaware Extended Duration Bond FundC
Delaware Extended Duration Bond FundI
Delaware Extended Duration Bond FundR
Delaware Focus Global Growth FundA
Delaware Focus Global Growth FundC
65

Fund NameClassShares Outstanding
Delaware Focus Global Growth FundI
Delaware Focus Global Growth FundR
Delaware Foundation® Conservative Allocation Fund
A
Delaware Foundation® Conservative Allocation Fund
C
Delaware Foundation® Conservative Allocation Fund
I
Delaware Foundation® Conservative Allocation Fund
R
Delaware Foundation® Growth Allocation Fund
A
Delaware Foundation® Growth Allocation Fund
C
Delaware Foundation® Growth Allocation Fund
I
Delaware Foundation® Growth Allocation Fund
R
Delaware Foundation® Moderate Allocation Fund
A
Delaware Foundation® Moderate Allocation Fund
C
Delaware Foundation® Moderate Allocation Fund
I
Delaware Foundation® Moderate Allocation Fund
R
Delaware Global Real Estate Opportunities FundA
Delaware Global Real Estate Opportunities FundC
Delaware Global Real Estate Opportunities FundI
Delaware Global Real Estate Opportunities FundR
Delaware Global Value FundA
Delaware Global Value FundC
Delaware Global Value FundI
Delaware Global Value FundR
Delaware Healthcare FundA
Delaware Healthcare FundC
Delaware Healthcare FundI
Delaware Healthcare FundR
Delaware High-Yield Opportunities FundA
Delaware High-Yield Opportunities FundC
Delaware High-Yield Opportunities FundI
Delaware High-Yield Opportunities FundR
Delaware Inflation Protected Bond FundA
Delaware Inflation Protected Bond FundC
Delaware Inflation Protected Bond FundI
Delaware International Value Equity FundA
Delaware International Value Equity FundC
Delaware International Value Equity FundI
Delaware International Value Equity FundR
Delaware Limited-Term Diversified Income FundA
Delaware Limited-Term Diversified Income FundC
Delaware Limited-Term Diversified Income FundI
Delaware Limited-Term Diversified Income FundR
Delaware Mid Cap Value FundA

66

Fund NameClassShares Outstanding
Delaware Mid Cap Value FundC
Delaware Mid Cap Value FundI
Delaware Mid Cap Value FundR
Delaware Minnesota High-Yield Municipal Bond FundA
Delaware Minnesota High-Yield Municipal Bond FundC
Delaware Minnesota High-Yield Municipal Bond FundI
Delaware National High-Yield Municipal Bond FundA
Delaware National High-Yield Municipal Bond FundC
Delaware National High-Yield Municipal Bond FundI
Delaware REIT FundA
Delaware REIT FundC
Delaware REIT FundI
Delaware REIT FundR
Delaware Select Growth Fund0.35% on next $500 million
0.325% on next $1.5 billion
0.30% on assets in excess of $2.5 billion

Ex. B-1


EXHIBIT A

APPENDIX B - MEMBERS AND OFFICERS OF
JACKSON 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.

NamePositions and Offices
Jeffrey Van HarteChairman and Chief Investment Officer
 
Kevin BrownDelaware Select Growth FundManaging Partner, Investment Specialist
C 
Van TranDelaware Select Growth FundChief Financial Officer
R 
Debbie SaboDelaware Select Growth FundHead of Trading
I 
Christopher BonavicoDelaware Small Cap Core FundPortfolio Manager, Analyst
A 
Kenneth F. BroadDelaware Small Cap Core FundPortfolio Manager, Analyst
C 
Christopher M. EricksenDelaware Small Cap Core FundPortfolio Manager, Analyst
I 
Ian D. FerryDelaware Small Cap Core FundPortfolio Manager, Analyst
R 
Patrick G. FortierDelaware Small Cap Value FundPortfolio Manager, Analyst
A 
Gregory HeywoodDelaware Small Cap Value FundPortfolio Manager, Analyst
C 
Daniel J. PrislinDelaware Small Cap Value FundIPortfolio Manager, Analyst
Delaware Small Cap Value FundR
Delaware Smid Cap Growth FundA
Delaware Smid Cap Growth FundC
Delaware Smid Cap Growth FundI
Delaware Smid Cap Growth FundR
Delaware Tax-Free Arizona FundA
Delaware Tax-Free Arizona FundC
Delaware Tax-Free Arizona FundI
Delaware Tax-Free California FundA
Delaware Tax-Free California FundC
Delaware Tax-Free California FundI
Delaware Tax-Free Colorado FundA
Delaware Tax-Free Colorado FundC
Delaware Tax-Free Colorado FundI
Delaware Tax-Free Idaho FundA
Delaware Tax-Free Idaho FundC
Delaware Tax-Free Idaho FundI
Delaware Tax-Free Minnesota FundA

67

Fund NameClassShares Outstanding
Delaware Tax-Free Minnesota FundC
Delaware Tax-Free Minnesota FundI
Delaware Tax-Free Minnesota Intermediate FundA
Delaware Tax-Free Minnesota Intermediate FundC
Delaware Tax-Free Minnesota Intermediate FundI
Delaware Tax-Free New York FundA
Delaware Tax-Free New York FundC
Delaware Tax-Free New York FundI
Delaware Tax-Free Pennsylvania FundA
Delaware Tax-Free Pennsylvania FundC
Delaware Tax-Free Pennsylvania FundI
Delaware Tax-Free USA FundA
Delaware Tax-Free USA FundC
Delaware Tax-Free USA FundI
Delaware Tax-Free USA Intermediate FundA
Delaware Tax-Free USA Intermediate FundC
Delaware Tax-Free USA Intermediate FundI
Delaware U.S. Growth FundA
Delaware U.S. Growth FundC
Delaware U.S. Growth FundI
Delaware U.S. Growth FundR
Delaware Value® Fund
A
Delaware Value® Fund
C
Delaware Value® Fund
I
Delaware Value® Fund
R
Delaware VIP® Diversified Income Series
Standard
Delaware VIP® Diversified Income Series
Service
Delaware VIP® Emerging Markets Series
Standard
Delaware VIP® Emerging Markets Series
Service
Delaware VIP® High Yield Series
Standard
Delaware VIP® High Yield Series
Service
Delaware VIP® International Value Equity Series
Standard
Delaware VIP® International Value Equity Series
Service
Delaware VIP® Limited-Term Diversified Income Series
Standard
Delaware VIP® Limited-Term Diversified Income Series
Service
Delaware VIP® REIT Series
Standard
Delaware VIP® REIT Series
Service
Delaware VIP® Small Cap Value Series
Standard
Delaware VIP® Small Cap Value Series
Service
Delaware VIP® Smid Cap Growth Series
Standard
Delaware VIP® Smid Cap Growth Series
Service
Delaware VIP® U.S. Growth Series
Standard
Delaware VIP® U.S. Growth Series
Service

68

Fund NameClassShares Outstanding
Delaware VIP® Value Series
Standard
Delaware VIP® Value Series
Service
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 Select 20 Portfolio

69



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:
FundClassPercentage

70


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.
Fund NameClassShareholder
and ClassShareholders Name and AddressTotal SharesPercentage
DELAWARE SMID CAPMORGAN STANLEY SMITH BARNEY12.40
GROWTH FUND CLASS AHARBORSIDE FINANCIAL CENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE SMID CAPMLPF&S FOR THE SOLE BENEFIT OF ITS6.75
GROWTH FUND CLASS ACUSTOMERS ATTENTION: FUND ADMIN SEC
#974N8 4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE SMID CAPFIRST CLEARING LLC SPECIAL CUSTODY ACCT5.95
GROWTH FUND CLASS AFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE SMID CAPNATIONAL FINANCIAL SERVICES LLC (FBO)5.41
GROWTH FUND CLASS AOUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE SMID CAPCHARLES SCHWAB & CO INC SPEC CUSTODY23.12
GROWTH FUND CLASS IACCT FOR THE EXCL BNFT OF CUSTS ATTN
MUT FDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
DELAWARE SMID CAPNATIONAL FINANCIAL SERVICES LLC (FBO)18.19
GROWTH FUND CLASS IOUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE SMID CAPFIRST CLEARING LLC SPECIAL CUSTODY ACCT11.88
GROWTH FUND CLASS IFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE SMID CAPMLPF&S FOR THE SOLE BENEFIT OF ITS6.30
GROWTH FUND CLASS ICUSTOMERS ATTENTION: FUND ADMIN SEC
#974N8 4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE SMID CAPNATIONAL FINANCIAL SERVICES LLC (FBO)5.52
GROWTH FUND CLASS BOUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE SMID CAPMLPF&S FOR THE SOLE BENEFIT OF ITS22.43
GROWTH FUND CLASS CCUSTOMERS ATTENTION: FUND ADMIN SEC
#974N8 4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE SMID CAPMORGAN STANLEY SMITH BARNEY14.74
GROWTH FUND CLASS CHARBORSIDE FINANCIAL CENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE SMID CAPFIRST CLEARING LLC SPECIAL CUSTODY ACCT12.95
GROWTH FUND CLASS CFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE SMID CAPNATIONAL FINANCIAL SERVICES LLC (FBO)5.24
GROWTH FUND CLASS COUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE U.S.MORGAN STANLEY SMITH BARNEY35.88
GROWTH FUND CLASS AHARBORSIDE FINANCIAL CENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE U.S.CHARLES SCHWAB & CO INC SPEC CUSTODY7.64
GROWTH FUND CLASS AACCT FOR THE EXCL BNFT OF CUSTS
ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
DELAWARE U.S.UBS WM USA 0O0 11011 6100 OMNI ACCOUNT6.36
GROWTH FUND CLASS AM/F ATTN DEPARTMENT MANAGER
499 WASHINGTON BLVD
FL 9 JERSEY CITY NJ 07310-2055
DELAWARE U.S.FIRST CLEARING LLC SPECIAL CUSTODY ACCT5.02
GROWTH FUND CLASS AFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE U.S.MORGAN STANLEY SMITH BARNEY9.71
GROWTH FUND CLASS BHARBORSIDE FINANCIAL CENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE U.S.MLPF&S FOR THE SOLE BENEFIT OF ITS7.60
GROWTH FUND CLASS BCUSTOMERS ATTENTION: FUND ADMIN SEC
  #974N8 4800 DEER LAKE DRIVE EAST, 
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE U.S.MG TRUST COMPANY CUST.7.31
GROWTH FUND CLASS BFBO EVAN A ROGERS
717 17TH STREET SUITE 1300
DENVER CO 80202
DELAWARE U.S.CHARLES SCHWAB & CO INC SPECIAL6.31
GROWTH FUND CLASS BCUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
DELAWARE U.S.MLPF&S FOR THE SOLE BENEFIT OF ITS26.16
GROWTH FUND CLASS CCUSTOMERS ATTENTION: FUND ADMIN SEC
#974N8 4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE U.S.RAYMOND JAMES OMNIBUS FOR MUTUAL15.46
GROWTH FUND CLASS CFUNDS HOUSE ACCT FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33713
DELAWARE U.S.MORGAN STANLEY SMITH BARNEY15.33
GROWTH FUND CLASS CHARBORSIDE FINANCIAL CENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE U.S.FIRST CLEARING LLC SPECIAL CUSTODY ACCT13.74
GROWTH FUND CLASS CFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE U.S.PERSHING LLC5.50
GROWTH FUND CLASS C1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002
DELAWARE U.S.WELLS FARGO BANK FBO21.60
GROWTH FUND CLASS IWELLS FARGO BANK PLAN 1055014481
1525 WEST WT HARRIS BLVD
CHARLOTTE, NC 28288-1151
DELAWARE U.S.EDWARD D JONES AND CO15.88
GROWTH FUND CLASS IFOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE U.S.FIRST CLEARING LLC SPECIAL CUSTODY ACCT15.55
GROWTH FUND CLASS IFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE U.S.WELLS FARGO BANK NA FBO OMNIBUS13.12
GROWTH FUND CLASS IACCOUNT REINV/REINV XXXXX
PO BOX 1533
MINNEAPOLIS MN 55480-1533
DELAWARE U.S.NATIONAL FINANCIAL SERVICES LLC (FBO)8.10
GROWTH FUND CLASS IOUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE POOLEDTHE OREGON COMMUNITY FOUNDATION30.81
TRUST - THE SELECT 201221 SW YAMHILL ST STE 100
PORTFOLIOPORTLAND OR 97205-2108
DELAWARE POOLEDMARKET STREET ACTIVELY MANAGED FUND18.92
TRUST - THE SELECT 20U/A DTD 03/08/1993
PORTFOLIO80 E MARKET ST STE 300
CORNING NY
14830-2722
DELAWARE POOLEDWELLS FARGO BANK NA FBO STUART H&M8.73
TRUST - THE SELECT 20FOUNDATION-CUSTODY 73466400
PORTFOLIO733 MARQUETTE AVE
4TH FLOOR
MINNEAPOLIS MN 55480
DELAWARE POOLEDFIRST WESTERN FBO L LEE STRYKER7.18
TRUST - THE SELECT 20IRREVOCABLE TRUST U/A DTD 09/10/74 FBO
PORTFOLIOPATRICIA A STRYKER FWTB TTEE C/O M&I
TRUST CO NA - ATTN MF
11270 W PARK PL STE 400
MILWAUKEE WI 53224-3625
DELAWARE POOLEDTHE NORTHERN TRUST CO AS TRUSTEE FBO13.02
TRUST - LARGE-CAPGANNETT-DV
GROWTH EQUITY801 S CANAL ST
PORTFOLIOCHICAGO IL 60607-2994
DELAWARE POOLEDPINNACLE HEALTH SYSTEM10.85
TRUST - LARGE-CAP409 S 2ND ST STE 2B
GROWTH EQUITYHARRISBURG PA 17104-1612
PORTFOLIO
DELAWARE POOLEDLISA AND DOUGLAS GOLDMAN FUND C/O10.79
TRUST - LARGE-CAPMONTE VISTA MANAGEMENT CO
GROWTH EQUITY455 MARKET ST STE 1690
PORTFOLIOSAN FRANCISCO CA 94105-2444



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE POOLEDTHE BATCHELOR FOUNDATION INC9.39
TRUST - LARGE-CAP1680 MICHIGAN AVE PH-1
GROWTH EQUITYMIAMI BEACH FL 33139-2514
PORTFOLIO
DELAWARE POOLEDNORTHERN TRUST CO FBO SHELBY OPEB9.35
TRUST - LARGE-CAP50 S LASALLE ST
GROWTH EQUITYCHICAGO IL 60603-1003
PORTFOLIO
DELAWARE POOLEDJOHN AND MARCIA GOLDMAN FOUNDATION7.56
TRUST - LARGE-CAPC/O MONTE VISTA MANAGEMENT CO
GROWTH EQUITY455 MARKET ST STE 1690
PORTFOLIOSAN FRANCISCO CA 94105-2444
DELAWARE POOLEDTHE NEWSPAPER GUILD INTERNATIONAL6.41
TRUST - LARGE-CAPPENSION FUND
GROWTH EQUITY501 3RD STREET NW
PORTFOLIO6TH FL
WASHINGTON DC 20001-0000
DELAWARE POOLEDSEI PRIVATE TRUST COMPANY C/O SUNTRUST5.26
TRUST - LARGE-CAPBANK ID866 FBO DIOCESE OF ORLANDO AC
GROWTH EQUITY#6828117 ATTN MUTUAL FUND ADMIN
PORTFOLIO1 FREEDOM VALLEY DR
OAKS PA 19456-9989
DELAWARE POOLEDUS BANK NA FBO SPOKANE EMPLOYEES5.24
TRUST - LARGE-CAPRETIREMENT SYSTEM - DELAWARE
GROWTH EQUITYPO BOX 1787
PORTFOLIOMILWAUKEE WI 53201-1787
DELAWARE POOLEDSAHARA INVESTMENTS LLC19.37
TRST FOCUS SMID-CAP1 N FRANKLIN ST STE 2360
GROWTH EQUITYCHICAGO IL 60606-3545
PORTFOLIO
DELAWARE POOLEDNORTHERN TRUST CUSTODIAN FBO CM18.52
TRST FOCUS SMID-CAPINVESTMENTS LLC AC 26-72474
GROWTH EQUITYPO BOX 92956
PORTFOLIOCHICAGO IL 60675-2956
DELAWARE POOLEDNORTHERN TRUST CO CUST CONGREGATION9.97
TRST FOCUS SMID-CAPOF THE MISSION INTERNATIONAL
GROWTH EQUITYFUND AC 26-79629
PORTFOLIOPO BOX 92956
CHICAGO IL 60675-2956
DELAWARE POOLEDBLYTHEDALE CHILDREN’S HOSPITAL7.40
TRST FOCUS SMID-CAP95 BRADHURST AVE
GROWTH EQUITYVALHALLA NY 10595-1697
PORTFOLIO



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE POOLEDFRIENDS ACADEMY6.97
TRST FOCUS SMID-CAP270 DUCK POND RD
GROWTH EQUITYLOCUST VALLEY NY 11560-2428
PORTFOLIO
DELAWARE SELECTUBS WM USA 0O0 11011 6100 OMNI ACCOUNT9.05
GROWTH FUND CLASS AM/F ATTN DEPARTMENT MANAGER
499 WASHINGTON BLVD
FL 9
JERSEY CITY NJ 07310-2055
DELAWARE SELECTFIRST CLEARING LLC SPECIAL CUSTODY ACCT8.01
GROWTH FUND CLASS AFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE SELECTNATIONAL FINANCIAL SERVICES LLC (FBO)7.20
GROWTH FUND CLASS AOUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE SELECTMLPF&S FOR THE SOLE BENEFIT OF ITS6.98
GROWTH FUND CLASS ACUSTOMERS ATTENTION: FUND ADMIN
SEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE SELECTMORGAN STANLEY SMITH BARNEY6.81
GROWTH FUND CLASS AHARBORSIDE FINANCIAL CENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE SELECTPERSHING LLC6.53
GROWTH FUND CLASS A1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002
DELAWARE SELECTCHARLES SCHWAB & CO INC SPECIAL16.31
GROWTH FUND CLASS BCUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
DELAWARE SELECTFIRST CLEARING LLC SPECIAL CUSTODY ACCT11.33
GROWTH FUND CLASS BFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE SELECTPERSHING LLC10.08
GROWTH FUND CLASS B1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE SELECTNATIONAL FINANCIAL SERVICES LLC (FBO)5.61
GROWTH FUND CLASS BOUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE SELECTUBS WM USA 0O0 11011 6100 OMNI ACCOUNT5.57
GROWTH FUND CLASS BM/F ATTN DEPARTMENT MANAGER
499 WASHINGTON BLVD
FL 9
JERSEY CITY NJ 07310-2055
DELAWARE SELECTMLPF&S FOR THE SOLE BENEFIT OF ITS20.17
GROWTH FUND CLASS CCUSTOMERS ATTENTION: FUND ADMIN
SEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL JACKSONVILLE FL 32246-6484
DELAWARE SELECTFIRST CLEARING LLC SPECIAL CUSTODY ACCT14.58
GROWTH FUND CLASS CFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARE SELECTMORGAN STANLEY SMITH BARNEY13.54
GROWTH FUND CLASS CHARBORSIDE FINANCIAL CENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE SELECTNATIONAL FINANCIAL SERVICES LLC (FBO)8.16
GROWTH FUND CLASS COUR CUSTOMERS ATTN MUTUAL FUNDS
DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE SELECTRAYMOND JAMES OMNIBUS FOR MUTUAL6.49
GROWTH FUND CLASS CFUNDS HOUSE ACCT FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33713
DELAWARE SELECTPERSHING LLC5.55
GROWTH FUND CLASS C1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002
DELAWARE SELECTEDWARD D JONES AND CO FOR THE BENEFIT OF34.76
GROWTH FUND CLASS ICUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710
DELAWARE SELECTFIRST CLEARING LLC SPECIAL CUSTODY ACCT34.31
GROWTH FUND CLASS IFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE SELECTMLPF&S FOR THE SOLE BENEFIT OF ITS6.37
GROWTH FUND CLASS ICUSTOMERS ATTENTION:
FUND ADMIN SEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE SELECTATTN MUTUAL FUNDS ADMINISTRATOR C/O5.80
GROWTH FUND CLASS IID 839 EDWARD JONES TRUST
CO SEI PRIVATE TRUST CO
1 FREEDOM VALLEY DR
OAKS PA 19456-9989
DELAWAREMLPF&S FOR THE SOLE BENEFIT OF ITS9.71
FOUNDATIONCUSTOMERS ATTENTION: FUND ADMIN
CONSERVATIVESEC #974N8
ALLOCATION CL A4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARELINCOLN FINANCIAL GROUP TRUST CO FBO7.23
FOUNDATIONROLLOVER IRA PLANS
CONSERVATIVE1 GRANITE PL
ALLOCATION CL ACONCORD NH 03301-3258
DELAWAREFIRST CLEARING LLC SPECIAL CUSTODY ACCT7.17
FOUNDATIONFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
CONSERVATIVE2801 MARKET ST
ALLOCATION CL ASAINT LOUIS MO 63103-2523
DELAWAREPERSHING LLC6.78
FOUNDATION1 PERSHING PLAZA
CONSERVATIVEJERSEY CITY NJ 07399-0002
ALLOCATION CL A
DELAWARENATIONAL FINANCIAL SERVICES LLC (FBO)28.60
FOUNDATIONOUR CUSTOMERS ATTN MUTUAL FUNDS
CONSERVATIVEDEPARTMENT
ALLOCATION CL B4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWAREFIRST CLEARING LLC SPECIAL CUSTODY ACCT10.84
FOUNDATIONFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
CONSERVATIVE2801 MARKET ST
ALLOCATION CL BSAINT LOUIS MO 63103-2523
DELAWARECHARLES SCHWAB & CO INC SPECIAL10.48
FOUNDATIONCUSTODY ACCT FBO CUSTOMERS
CONSERVATIVEATTN MUTUAL FUNDS
ALLOCATION CL B211 MAIN ST
SAN FRANCISCO CA 94105-1905



Fund NameShareholder
and ClassName and AddressPercentage
DELAWAREBNYM I S TRUST CO CUST ROLLOVER IRA10.15
FOUNDATIONKAREN A VOSS
CONSERVATIVEPO BOX 5612
ALLOCATION CL BWILMINGTON DE 19808-0612
DELAWAREBNYM I S TRUST CO CUST SIMPLE IRA BASSETT7.14
FOUNDATIONMASONRY INC WAYNE C DURBIN JR
CONSERVATIVE130 GOODWAY RD
ALLOCATION CL BELMORA PA 15737
DELAWAREBNYM I S TRUST CO CUST SIMPLE IRA6.99
FOUNDATIONANESTHESIA BILLING INC FBO DONNA V
CONSERVATIVENIGHTINGALE
ALLOCATION CL B424 NORTH ST
HALSTEAD KS 67056-1624
DELAWAREMLPF&S FOR THE SOLE BENEFIT OF ITS17.51
FOUNDATIONCUSTOMERS ATTENTION: FUND ADMIN
CONSERVATIVESEC #974N8
ALLOCATION CL C4800 DEER LAKE DRIVE EAST,
2ND FL JACKSONVILLE FL 32246-6484
DELAWAREFIRST CLEARING LLC SPECIAL CUSTODY ACCT15.93
FOUNDATIONFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
CONSERVATIVE2801 MARKET ST
ALLOCATION CL CSAINT LOUIS MO 63103-2523
DELAWARENATIONAL FINANCIAL SERVICES LLC (FBO)9.45
FOUNDATIONOUR CUSTOMERS ATTN MUTUAL FUNDS
CONSERVATIVEDEPARTMENT
ALLOCATION CL C4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARELPL FINANCIAL --OMNIBUS CUSTOMER8.88
FOUNDATIONACCOUNT-- ATTN: LINDSAY O’TOOLE
CONSERVATIVE9785 TOWNE CENTRE DR
ALLOCATION CL CSAN DIEGO CA 92121
DELAWAREMORGAN STANLEY SMITH BARNEY8.86
FOUNDATIONHARBORSIDE FINANCIAL CENTER PLAZA 2
CONSERVATIVE3RD FL
ALLOCATION CL CJERSEY CITY NJ 07311
DELAWAREUBS WM USA 0O0 11011 6100 OMNI ACCOUNT7.86
FOUNDATIONM/F ATTN DEPARTMENT MANAGER
CONSERVATIVE499 WASHINGTON BLVD
ALLOCATION CL CFL 9
JERSEY CITY NJ 07310-2055
DELAWARECHARLES SCHWAB & CO INC SPECIAL5.97
FOUNDATIONCUSTODY ACCT FBO CUSTOMERS
CONSERVATIVEATTN MUTUAL FUNDS
ALLOCATION CL C211 MAIN ST
SAN FRANCISCO CA 94105-1905



Fund NameShareholder
and ClassName and AddressPercentage
DELAWAREPERSHING LLC5.18
FOUNDATION1 PERSHING PLAZA
CONSERVATIVEJERSEY CITY NJ 07399-0002
ALLOCATION CL C
DELAWAREPIMS/PRUDENTIAL RETIREMENT AS NOMINEE59.06
FOUNDATIONFOR THE TTEE/CUST PL 006 HOAG SHELTERED
CONSERVATIVESAVINGS PLAN
ALLOCATION CL IONE HOAG DR
NEWPORT BEACH CA 92663
DELAWARECHARLES SCHWAB & CO INC SPECIAL9.63
FOUNDATIONCUSTODY ACCT FBO CUSTOMERS
MODERATEATTN MUTUAL FUNDS
ALLOCATION CLASS B211 MAIN ST
SAN FRANCISCO CA 94105-1905
DELAWAREMLPF&S FOR THE SOLE BENEFIT OF ITS8.43
FOUNDATIONCUSTOMERS ATTENTION: FUND ADMIN
MODERATESEC #974N8
ALLOCATION CLASS B4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWAREMLPF&S FOR THE SOLE BENEFIT OF ITS17.44
FOUNDATIONCUSTOMERS ATTENTION: FUND ADMIN
MODERATESEC #974N8
ALLOCATION CLASS C4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWAREFIRST CLEARING LLC SPECIAL CUSTODY ACCT13.60
FOUNDATIONFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
MODERATE2801 MARKET ST
ALLOCATION CLASS CSAINT LOUIS MO 63103-2523
DELAWAREUBS WM USA 0O0 11011 6100 OMNI ACCOUNT9.58
FOUNDATIONM/F ATTN DEPARTMENT MANAGER
MODERATE499 WASHINGTON BLVD
ALLOCATION CLASS CFL 9
JERSEY CITY NJ 07310-2055
DELAWAREPERSHING LLC6.51
FOUNDATION1 PERSHING PLAZA
MODERATEJERSEY CITY NJ 07399-0002
ALLOCATION CLASS C
DELAWARENATIONAL FINANCIAL SERVICES LLC (FBO)6.31
FOUNDATIONOUR CUSTOMERS ATTN MUTUAL FUNDS
MODERATEDEPARTMENT
ALLOCATION CLASS C4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310



Fund NameShareholder
and ClassName and AddressPercentage
DELAWAREMORGAN STANLEY SMITH BARNEY5.83
FOUNDATIONHARBORSIDE FINANCIAL CENTER PLAZA 2
MODERATE3RD FL
ALLOCATION CLASS CJERSEY CITY NJ 07311
DELAWAREBOND STREET CUSTODIANS LTD ACF40.07
FOUNDATIONMACQUARIE GROUP SERVICES
MODERATEAUSTRALIA PTY LTD
ALLOCATION CLASS ILEVEL 20 N 1 MARTIN PLACE
SYDNEY NSW 2000 AUSTRALIA
DELAWAREPIMS/PRUDENTIAL RETIREMENT AS NOMINEE25.56
FOUNDATIONFOR THE TTEE/CUST PL 006 HOAG SHELTERED
MODERATESAVINGS PLAN
ALLOCATION CLASS IONE HOAG DR
NEWPORT BEACH CA 92663
DELAWARELINCOLN RETIREMENT SERVICES CO FBO6.74
FOUNDATIONMACQUARIE HOLDINGS USA INC 401A
MODERATEP.O. BOX 7876
ALLOCATION CLASS IFORT WAYNE IN 46801-7876
DELAWARENATIONAL FINANCIAL SERVICES LLC (FBO)5.59
FOUNDATIONOUR CUSTOMERS
MODERATEATTN MUTUAL FUNDS DEPARTMENT
ALLOCATION CLASS I4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWAREMLPF&S FOR THE SOLE BENEFIT OF ITS7.53
FOUNDATION GROWTHCUSTOMERS ATTENTION:
ALLOCATION CLASS AFUND ADMIN SEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWAREFIRST CLEARING LLC SPECIAL CUSTODY ACCT5.10
FOUNDATION GROWTHFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
ALLOCATION CLASS A2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWAREFIRST CLEARING LLC SPECIAL CUSTODY ACCT10.52
FOUNDATION GROWTHFOR THE EXCLUSIVE BENEFIT OF CUSTOMER
ALLOCATION CLASS B2801 MARKET ST
SAINT LOUIS MO 63103-2523
DELAWARENATIONAL FINANCIAL SERVICES LLC (FBO)9.12
FOUNDATION GROWTHOUR CUSTOMERS ATTN MUTUAL FUNDS
ALLOCATION CLASS BDEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARECHARLES SCHWAB & CO INC SPECIAL5.02
FOUNDATION GROWTHCUSTODY ACCT FBO CUSTOMERS
ALLOCATION CLASS BATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
DELAWAREMLPF&S FOR THE SOLE BENEFIT OF ITS11.25
FOUNDATION GROWTHCUSTOMERS ATTENTION: FUND ADMIN
ALLOCATION CLASS CSEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWAREMORGAN STANLEY SMITH BARNEY7.59
FOUNDATION GROWTHHARBORSIDE FINANCIAL CENTER PLAZA 2
ALLOCATION CLASS C3RD FL
JERSEY CITY NJ 07311
DELAWAREPERSHING LLC7.16
FOUNDATION GROWTH1 PERSHING PLAZA
ALLOCATION CLASS CJERSEY CITY NJ 07399-0002
DELAWARELPL FINANCIAL --OMNIBUS CUSTOMER6.91
FOUNDATION GROWTHACCOUNT-- ATTN: LINDSAY O’TOOLE
ALLOCATION CLASS C9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
DELAWAREPIMS/PRUDENTIAL RETIREMENT AS NOMINEE34.30
FOUNDATION GROWTHFOR THE TTEE/CUST PL 006 HOAG SHELTERED
ALLOCATION CLASS ISAVINGS PLAN
ONE HOAG DR
NEWPORT BEACH CA 92663
DELAWARELINCOLN RETIREMENT SERVICES CO FBO19.76
FOUNDATION GROWTHMACQUARIE HOLDINGS USA INC 401K
ALLOCATION CLASS IP.O. BOX 7876
FORT WAYNE IN 46801-7876
DELAWAREBOND STREET CUSTODIANS LTD ACF13.74
FOUNDATION GROWTHMACQUARIE GROUP SERVICES
ALLOCATION CLASS IAUSTRALIA PTY LTD
LEVEL 20 N 1 MARTIN PLACE
SYDNEY NSW 2000 AUSTRALIA
DELAWARELINCOLN RETIREMENT SERVICES CO FBO10.46
FOUNDATION GROWTHMACQUARIE HOLDINGS USA INC 401A
ALLOCATION CLASS IP.O. BOX 7876
FORT WAYNE IN 46801-7876
DELAWARE SMID CAPMLPF&S FOR THE SOLE BENEFIT OF ITS36.75
GROWTH FUND CLASS RCUSTOMERS ATTENTION:
FUND ADMIN SEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE SMID CAPWILMINGTON TRUST RISC AS TTEE FBO9.56
GROWTH FUND CLASS RHARLAN LABORATORIES, INC. 401(K) PL
P.O. BOX 52129
PHOENIX AZ 85072
DELAWARE U.S.MLPF&S FOR THE SOLE BENEFIT OF ITS18.85
GROWTH FUND CLASS RCUSTOMERS ATTENTION: FUND ADMIN
SEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE U.S.GREAT-WEST TRUST COMPANY LLC TTEE F12.22
GROWTH FUND CLASS REMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111
DELAWARE U.S.STATE STREET BANK AND TRUST COMPANY9.71
GROWTH FUND CLASS RFBO TAYNIK & CO
1200 CROWN COLONY DR
QUINCY MA 02169-0938
DELAWARE U.S.HARTFORD SECURITIES DISTRIBUTION7.88
GROWTH FUND CLASS RCOMPANY INC ATTN: UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999
DELAWARE U.S.MG TRUST COMPANY TRUSTEE IIF DATA6.46
GROWTH FUND CLASS RSOLUTIONS, INC.
717 17TH STREET SUITE 1300
DENVER CO 80202
DELAWARE SELECTHARTFORD SECURITIES DISTRIBUTION23.95
GROWTH FUND CLASS RCOMPANY INC ATTN: UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999
DELAWARE SELECTMG TRUST COMPANY CUST. FBO THE12.82
GROWTH FUND CLASS RSTRATFORD FIRE AND POLICE RETIR
717 17TH STREET SUITE 1300
DENVER CO 80202
DELAWARE SELECTMLPF&S FOR THE SOLE BENEFIT OF ITS10.83
GROWTH FUND CLASS RCUSTOMERS ATTENTION: FUND ADMIN
SEC #974N8
4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARE SELECTPIMS/PRUDENTIAL RETIREMENT AS NOMINEE5.56
GROWTH FUND CLASS RFOR THE TTEE/CUST PL 764 SMR AUTOMOTIVE
SYSTEMS USA, INC.
1855 BUSHA HWY
MARYSVILLE MI 480401892



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARENFS LLC FEBO STATE STREET BANK TRUST CO65.34
FOUNDATIONTTEE VARIOUS RETIREMENT PLANS
CONSERVATIVE440 MAMARONECK AVE
ALLOCATION CL RHARRISON NY 10528-2418
DELAWAREMLPF&S FOR THE SOLE BENEFIT OF ITS11.94
FOUNDATIONCUSTOMERS ATTENTION:
CONSERVATIVEFUND ADMIN SEC #974N8
ALLOCATION CL R4800 DEER LAKE DRIVE EAST,
2ND FL
JACKSONVILLE FL 32246-6484
DELAWARENFS LLC FEBO STATE STREET BANK TRUST CO86.14
FOUNDATIONTTEE VARIOUS RETIREMENT PLANS
MODERATE440 MAMARONECK AVE
ALLOCATION CLASS RHARRISON NY 10528-2418
DELAWARENFS LLC FEBO STATE STREET BANK TRUST CO78.28
FOUNDATION GROWTHTTEE VARIOUS RETIREMENT PLANS
ALLOCATION CLASS R440 MAMARONECK AVE
HARRISON NY 10528-2418
DELAWARE FOCUSMORGAN STANLEY SMITH BARNEY34.48
GLOBAL GROWTH FUNDHARBORSIDE FINANCIAL
CLASS ACENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE FOCUSUBS WM USA 0O0 11011 6100 OMNI ACCOUNT15.94
GLOBAL GROWTH FUNDM/F ATTN DEPARTMENT MANAGER
CLASS A499 WASHINGTON BLVD
FL 9
JERSEY CITY NJ 07310-2055
DELAWARE FOCUSPERSHING LLC10.82
GLOBAL GROWTH FUND1 PERSHING PLAZA
CLASS AJERSEY CITY NJ 07399-0002
DELAWARE FOCUSNATIONAL FINANCIAL SERVICES LLC (FBO)10.52
GLOBAL GROWTH FUNDOUR CUSTOMERS ATTN MUTUAL FUNDS
CLASS ADEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE FOCUSUBS WM USA 0O0 11011 6100 OMNI ACCOUNT17.44
GLOBAL GROWTH FUNDM/F ATTN DEPARTMENT MANAGER
CLASS C499 WASHINGTON BLVD
FL 9
JERSEY CITY NJ 07310-2055



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE FOCUSMORGAN STANLEY SMITH BARNEY16.55
GLOBAL GROWTH FUNDHARBORSIDE FINANCIAL
CLASS CCENTER PLAZA 2
3RD FL
JERSEY CITY NJ 07311
DELAWARE FOCUSPERSHING LLC16.45
GLOBAL GROWTH FUND1 PERSHING PLAZA
CLASS CJERSEY CITY NJ 07399-0002
DELAWARE FOCUSRAYMOND JAMES OMNIBUS FOR MUTUAL16.32
GLOBAL GROWTH FUNDFUNDS HOUSE ACCT FIRM 92500015
CLASS CATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33713
DELAWARE FOCUSLPL FINANCIAL --OMNIBUS CUSTOMER11.00
GLOBAL GROWTH FUNDACCOUNT-- ATTN: LINDSAY O’TOOLE
CLASS C9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
DELAWARE FOCUSMORGAN STANLEY SMITH BARNEY60.99
GLOBAL GROWTH FUNDHARBORSIDE FINANCIAL CENTER PLAZA 2
CLASS I3RD FL
JERSEY CITY NJ 07311
DELAWARE FOCUSNATIONAL FINANCIAL SERVICES LLC (FBO)22.27
GLOBAL GROWTH FUNDOUR CUSTOMERS ATTN MUTUAL FUNDS
CLASS IDEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
DELAWARE FOCUSRELIANCE TRUST COMPANY FBO RIS-100 R/R5.27
GLOBAL GROWTH FUNDPO BOX 48529
CLASS IATLANTA GA 30362
DELAWARE FOCUSCOUNSEL TRUST DBA MATC FBO68.51
GLOBAL GROWTH FUNDPERFORMANCE AIR MECHANICAL INC 401(K)
CLASS RPROFIT SHARING PLAN & TRUST
1251 WATERFRONT PLACE SUITE 525
PITTSBURGH, PA 15222
DELAWARE FOCUSMG TRUST COMPANY CUST. FBO C. MCHUGH24.25
GLOBAL GROWTH FUNDINSURANCE AGENCY, INC.
CLASS R717 17TH STREET SUITE 1300
DENVER CO 80202
DELAWARE FOCUSDELAWARE MANAGEMENT HOLDINGS, INC.5.47
GLOBAL GROWTH FUNDC/O RICK SALUS
CLASS R2005 MARKET ST
PHILADELPHIA PA 19103-7028



Fund NameShareholder
and ClassName and AddressPercentage
DELAWARE VIP SMIDLINCOLN LIFE88.81
CAP GROWTH SERIES1300 S CLINTON ST
STANDARDFORT WAYNE IN 46802-3518
DELAWARE VIP SMIDCOMMONWEALTH ANNUITY & LIFE7.53
CAP GROWTH SERIESINSURANCE CO (SE2)
STANDARDSUITE 210 132 TURNPIKE ROAD
SOUTHBOROUGH MA 01772
DELAWARE VIP SMIDLINCOLN LIFE85.91
CAP GROWTH SERIES1300 S CLINTON ST
SERVICEFORT WAYNE IN 46802-3518
DELAWARE VIP SMIDLINCOLN LIFE ANNUITY OF NY (LLANY)5.92
CAP GROWTH SERIES1300 S CLINTON ST
SERVICEFORT WAYNE IN 46802-3506
DELAWARE VIP U.S.MAC & CO A/C LNMF5200002 FBO LVIP40.13
GROWTH SERIESMODERATE PROFILE ATTN MUTUAL FUND OPS
STANDARD CLASSPO BOX 3198
PITTSBURGH PA 15230-3198
DELAWARE VIP U.S.MAC & CO A/C LNMF5180002 FBO LVIP MOD26.43
GROWTH SERIESAGGRESSIVE PROFILE ATTN MUTUAL FUND OPS
STANDARD CLASSPO BOX 3198
PITTSBURGH PA 15230-3198
DELAWARE VIP U.S.LINCOLN LIFE16.06
GROWTH SERIES1300 S CLINTON ST
STANDARD CLASSFORT WAYNE IN 46802-3518
DELAWARE VIP U.S.MAC & CO A/C LNMF5190002 FBO LVIP14.49
GROWTH SERIESCONSERVATIVE PROFILE
STANDARD CLASSATTN MUTUAL FUND OPS
PO BOX 3198
PITTSBURGH PA 15230-3198
DELAWARE VIP U.S.LINCOLN LIFE97.83
GROWTH SERIES1300 S CLINTON ST
SERVICE CLASSFORT WAYNE IN 46802-3518








































YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES YOU
OWN.PLEASE CAST YOUR PROXY
VOTETODAY!



SHAREHOLDER NAME
AND ADDRESS HERE

PROXY CARD

MERGE FUND NAME

SIGN,DATEANDVOTEON THE REVERSE SIDE
►


PROXY VOTING OPTIONS

1.MAILyour signed and voted proxy back in thepostage paid envelopeprovided

2.ONLINEatproxyonline.comusing your proxycontrol numberfound below

3.PHONEdial toll-free(888) 227-9349to reach an automated touchtone voting line

4.LIVEwith alive operatorwhen you call toll-free(877) 536-1563Monday through Friday 9 a.m. to 10 p.m. Eastern time

CONTROL NUMBER

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71


[FORM OF PROXY FOR A CARD]
DELAWARE INVESTMENTS®
2005 MARKET STREET
PHILADELPHIA, PA  19103
JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD – MARCH 31, 2015
[Registrants Listed on Schedule A]
THIS PROXY IS SOLICITED ON MAY 16, 2014

BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby revokes all previous proxies for his/her shares and appoints 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 as indicated on the reverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.

Do you have questions?

If you have any questions about how to vote your proxy 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.

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.

[PROXY ID NUMBER HERE][BAR CODE HERE][CUSIP HERE]


MERGE FUND NAMEPROXY CARD


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 (AND TITLE IF APPLICABLE)DATE          


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.

BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSALPROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR"“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.

This

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on March 31, 2015:  the proxy statement is solicited on behalf of the Board of Trustees, and the proposal (set forth below) has been proposed by the Board of Trustees.available at
delawareinvestments.com/proxy

.

PLEASE SIGN AND DATE ON THE BOARDS OF TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.REVERSE SIDE.


72

PROXY TABULATOR
[ADDRESS]

To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)Go to website [             ].
3)Follow the instructions provided on the website.
To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)Call [              ].
3)Follow the instructions.
To vote by Mail
1)Read the Proxy Statement
2)Check the appropriate boxes on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the envelope provided.
TO VOTE, MARK ONE CIRCLEBLOCKS BELOW IN BLUE OR BLACK INK. Example:●INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
1To elect Trustees for each of the Trusts
Nominees:
FOR ALLWITHHOLD ALLFOR ALL EXCEPT
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
 
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

  PROPOSAL:

   FOR   

   AGAINST   

   ABSTAIN   

 FORAGAINSTABSTAIN
2To approve the implementation of a new “manager of managers” order for each Fund
 
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
    1.    (c)To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxiesTo approve a new sub-advisory agreement between Delaware ManagementCompany, investment manager for the Fund, and Jackson Square Partners, LLC.¡¡¡

THANK YOU FOR

73
THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED. PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING

OF YOUR SHARES AS INDICATED ABOVE.  PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
[PROXY ID NUMBER HERE][BAR CODE HERE]
Signature [PLEASE SIGN WITHIN BOX][CUSIP HERE]Date


74


SCHEDULE A
TrustFunds
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 Group® Global & International Funds
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 Government Funds
Delaware Limited-Term Diversified Income Fund
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
Delaware Pooled® Trust
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
Delaware VIP® Trust
Delaware VIP® Diversified Income Series
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





75


SCHEDULE A
TrustFunds
Delaware VIP® U.S. Growth Series
Delaware VIP® Value Series
Voyageur Insured FundsDelaware Tax-Free Arizona Fund
Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund
Voyageur Mutual FundsDelaware 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 IIDelaware Tax-Free Colorado Fund
Voyageur Mutual Funds IIIDelaware Select Growth Fund
Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund

76