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 No. _________________)
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by Rule 14a-6(e)(2))
[ ]x] Definitive Proxy Statement
[ ]_] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR MUTUAL FUNDS
Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds I
Delaware Group Equity Funds II
Delaware Group Equity Funds III
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(Name
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 Group Tax-Free Money Fund
Delaware Pooled® Trust
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name
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(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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1) Title of each class of securities to which transaction applies:
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amount on which the filing fee iscalculated and state how it was determined):
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PROXY MATERIALS DELAWARE INVESTMENTS® FAMILY OF FUNDS Delaware Group® Adviser Funds
I
Delaware Group Adviser Funds Delaware Group State Tax-Free Income Trust
Delaware Group Cash Reserve Delaware Group Tax Fee Fund
Delaware Group Cash Reserve
Delaware Group Equity Funds I Delaware Group Tax Fee Money Fund
Delaware Group Equity Funds II Delaware Pooled Trust
Delaware Group Equity Funds III Voyageur Insured Funds
Delaware Group Equity Funds IV Voyageur Intermediate Tax Free Funds
Delaware Group Equity Funds V Voyageur Investment Trust
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 Funds
Delaware Group Equity Funds II
Delaware Group Equity Funds III
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 Group Tax-Free Money Fund
Delaware Pooled®Trust1
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds
Dear Shareholder:
I am writing to let you know that a joint special meeting (the “Meeting”) of shareholders of the Delaware Investments mutual funds mentionedlisted above (the "Trusts"“Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on March
15, 2005.November 12, 2009 at 3:00 p.m., Eastern time. The purpose of the meetingMeeting is to vote on several important proposals that affect the Trusts and each of their separate series (each, a "Fund"“Fund” and collectively, the "Funds"“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 the matters that affect your Funds.Fund(s). This package contains information about the proposals and the materials to use when voting by mail, telephone, or through the Internet.
____________________
| 1 | Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. |
Please read the enclosed materials and cast your vote on the proxy card(s).
PLEASE VOTE YOUR SHARES PROMPTLY. YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
All of 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 proposals have been carefully reviewed by the respective Boards of Trustees.Trustees of the Trusts. The Trustees, mostall but one of whom are not affiliated with Delaware Investments, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the best interests of shareholders. They
The Trustees recommend that you vote FOR each proposal.
The followingenclosed Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed Proxy Statement/Prospectus.
VOTING IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. Statement.
Voting is quick and easy. Everything you need is enclosed.To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(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 webWeb site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.
If you have any questions before you vote, please call Delaware InvestmentsComputershare Fund Services, Inc. (“Computershare”), the Funds’ proxy solicitor, at 1-800-[______________]. We'll be glad to877 520-8548. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for your participation in this important initiative.
Sincerely,
_______________________
Jude T. Driscoll
/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive Officer
September 25, 2009
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on November 12, 2009
Important notice regarding the availability of proxy materials for the proposalsshareholder
meeting to be voted upon. Your voteheld on November 12, 2009: this proxy statement is important. Please readavailable at
www.delawareinvestments.com/proxy.
To the full text of the enclosed Proxy Statement, which you
should retain for future reference. If you need another copy of the Proxy
Statement/Prospectus, please call Shareholders of:
Delaware Investments at
1-800-[______________].
We appreciate you placing your trust in Group® Adviser Funds
Delaware Investments and we look forward
to helping you achieve your financial goals.
WHAT PROPOSALS AMGroup Cash Reserve
Delaware Group Equity Funds I BEING ASKED TO VOTE ON?
You may be asked to vote on the following proposals:
1. To Elect a Board of Trustees;
2. To Approve the use of a "Manager of Managers" structure; and
3. To Approve a Plan of Redomestication--applies only to the
Delaware Group Equity Funds II
Delaware Group Equity Funds III
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 Florida InsuredIncome Trust
Delaware Group Tax-Free Fund the
Delaware Group Tax-Free Missouri InsuredMoney Fund and the
Delaware Tax-Free Oregon Insured Fund.
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
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WHAT ROLE DOES THE BOARD PLAY?
The Trustees serve as the Funds' shareholders' representatives. Members of the
Boards of Trustees (the "Board" or the "Boards") are fiduciaries and have an
obligation to serve the best interests of shareholders, including approving
policy changes. In addition, the Trustees review each Fund's performance,
oversee Fund activities and review contractual arrangements with companies that
provide services to the Fund.
WHAT IS THE SIZE OF EACH BOARD AND WHAT DOES IT DO?
Except for Pooled®Trust1
Voyageur Insured Funds
Voyageur Intermediate Tax-FreeTax Free Funds
Voyageur Investment Trust,
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III and
Voyageur Tax-FreeTax Free Funds (collectively, the
"Voyageur Funds"), the Board of each Trust consists of eight individuals. The
Board for each of the Voyageur Funds currently consists of six individuals. Each
Board's purpose is to ensure that the shareholders' best interests are protected
in the operation of each Fund.
WHAT IS THE AFFILIATION OF THE BOARD AND DELAWARE INVESTMENTS?
Except for the Voyageur Funds, each Board has seven "non-interested" Trustees
and one "interested" Trustee. Each Board for the Voyageur Funds has six
"non-interested" Trustees and no "interested" Trustees. Trustees are determined
to be "interested" by virtue of, among other things, their affiliation with
various entities under common control with Delaware Investments. For all of the
Trusts, there are nine nominees, including one nominee who would be deemed to be
an "interested" Trustee. Of the remaining eight nominees, four of those persons
current serve as "non-interested" Trustees on the Boards of the Voyageur Funds
and five of those persons currently serve as "non-interested" Trustees on the
Boards of the remaining Trusts.
ARE BOARD MEMBERS PAID?
"Interested" Trustees are compensated by Delaware Investments and do not receive
any compensation from the Funds. Non-interested Trustees have no affiliation
with Delaware Investments and are compensated by each individual Fund. Each
non-interested Trustee receives a fee for his or her service on the Board and,
if applicable, for his or her service on a committee of the Board. You can find
the compensation table, which details these fees, in the Proxy Statement.
PROPOSAL 2: TO APPROVE THE USE OF THE "MANAGER OF MANAGERS" STRUCTURE
- ----------
WHAT IS THE "MANAGER OF MANAGERS" STRUCTURE?
The proposed "Manager of Managers" structure would permit Delaware Management
Company ("DMC"), as the Funds' investment manager, to appoint and replace
subadvisers, enter into subadvisory agreements, and amend and terminate
subadvisory agreements on behalf of a Fund without shareholder approval (as is
currently required).
WHY AM I BEING ASKED TO VOTE ON THE "MANAGER OF MANAGERS" STRUCTURE AT THIS
TIME?
The employment of the "Manager of Managers" Structure is contingent upon either
(i) exemptive relief from the U.S. Securities and Exchange Commission (the
"SEC"), or (ii) the adoption of a rule by the SEC authorizing the employment of
a "Manager of Managers" Structure. In either case, a Fund must obtain
shareholder approval before it may implement the Manager of Managers Structure.
Because a meeting of shareholders is needed to elect Trustees and to vote on
other matters, the Boards determined to seek shareholder approval of the
"Manager of Managers" structure at the shareholders' meeting to avoid additional
meeting and proxy solicitation costs in the future.
IF IT IS IMPLEMENTED, HOW WILL SHAREHOLDERS BENEFIT FROM THE "MANAGER OF
MANAGERS" STRUCTURE?
The "Manager of Managers" structure is intended to enable the Funds to operate
with greater efficiency by allowing DMC to employ subadvisers best suited to the
needs of the Funds without incurring the expense and delays associated with
obtaining shareholder approval of subadvisers or subadvisory agreements. In
particular, the Boards believe that the employment of the "Manager of Managers"
structure will: (1) enable the Boards to act more quickly and with less expense
to a Fund in order to appoint an initial or a new subadviser when DMC and the
Board believe that such appointment would be in the best interests of that
Fund's shareholders; and (2) help the Funds to enhance performance by permitting
DMC to allocate and reallocate a Fund's assets among itself and one or more
subadvisers when DMC and the Board believe that it would be in the best
interests of that Fund's shareholders.
PROPOSAL 3: TO APPROVE A PLAN OF REDOMESTICATION (APPLIES ONLY TO THE DELAWARE
TAX-FREE CALIFORNIA INSURED FUND AND THE DELAWARE TAX-FREE FLORIDA FUND)
WHAT REDOMESTICATION IS THE BOARD PROPOSING?
This proposed change calls for the reorganization of Voyageur Investment Trust
from a Massachusetts business trust into a newly formed Delaware statutory
trust. This proposed reorganization is referred to as the "Redomestication," and
more information can be found in the Proxy Statement/Prospectus.
WHY IS THE BOARD OF VOYAGEUR INVESTMENT TRUST RECOMMENDING APPROVAL OF THE
REDOMESTICATION?
With the exception of Voyageur Investment Trust, all of the registered, open-end
management investment companies within the Delaware Investments Family of Funds
are Delaware statutory trusts. The lack of uniformity among the laws applicable
to the mutual funds within the Delaware Investments Family of Funds poses
administrative complications and costs that can be eliminated through the
Redomestication.
In addition, Delaware statutory trusts provide somewhat greater flexibility to
respond quickly to changes in market or regulatory conditions. This enhanced
flexibility had caused a number of major fund complexes, including the Delaware
Investments Family of Funds, to adopt this form of organization in recent years.
Accordingly, the Board of Voyageur Investment Trust believes that it is in the
best interests of the shareholders to approve the Redomestication.
HOW WILL THE REDOMESTICATION CHANGE A SHAREHOLDER'S INVESTMENT IN A SERIES OF
VOYAGEUR INVESTMENT TRUST?
The series of Voyageur Investment Trust and the corresponding series of the
newly formed Delaware statutory trust have the same investment goals, policies
and restrictions. For all practical purposes, a shareholder's investment in
Voyageur Investment Trust would not change as a result of the Redomestication.
COMMON QUESTIONS AND GENERAL INFORMATION
HAVE THE BOARDS OF TRUSTEES APPROVED EACH PROPOSAL?
Yes. The Boards of Trustees have unanimously approved all of the proposals and
recommend that you vote to approve them.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled be entitled to one vote for each full share
and a fractional vote for each fractional share of each Fund that you own on the
record date. The record date is December 10, 2004.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy card(s)
and mailing it in the enclosed postage-paid envelope. You may also vote by
touch-tone telephone by calling the toll-free number printed on your proxy
card(s) and following the recorded instructions. In addition, you may also vote
through the Internet by visiting www.delawareinvestments.com and following the
on-line instructions. If you need any assistance, or have any questions
regarding the proposals or how to vote your shares, please call Delaware at
1-800-[______________].
HOW DO I SIGN THE PROXY CARD?
Individual Accounts: Shareholders should sign exactly as their
names appear on the account registration shown on
the card.
Joint Accounts: Either owner may sign, but the name of the person
signing should conform exactly to a name shown in
the registration.
All Other Accounts: The person signing must indicate his or her
capacity. For example, if Ms. Ann B. Collins serves
as a trustee for a trust account or other type of
entity, she should sign, "Ann B. Collins, Trustee."
HOW CAN I FIND MORE INFORMATION ON THE PROPOSALS?
You should read the Proxy Statement/Prospectus that provides details regarding
the Proposals. If you have any questions, please call 1-800-[______________].
NOTICE OF JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 15, 2005
To the Shareholders of:
Delaware Group Adviser Funds Delaware Group State Tax-Free Income Trust
Delaware Group Cash Reserve Delaware Group Tax Fee Fund
Delaware Group Equity Funds I Delaware Group Tax Fee Money Fund
Delaware Group Equity Funds II Delaware Pooled Trust
Delaware Group Equity Funds III Voyageur Insured Funds
Delaware Group Equity Funds IV Voyageur Intermediate Tax Free Funds
Delaware Group Equity Funds V Voyageur Investment Trust
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 Funds
NOTICE IS HEREBY GIVEN that a Joint Meetingjoint special meeting (the "Meeting"“Meeting”) of Shareholdersshareholders of certainthe open-end registered investment companies within the
Delaware Investments Family of Funds listed above (each, a "Trust"“Trust” and collectively, the “Trusts”), along with certain other funds within the Delaware Investments® Family of Funds, each of which is issuing proxy solicitation materials, will be held at the offices of Delaware Investments located at 2001 Stradley Ronon Stevens & Young, LLP, 2005
____________________
| 1 | Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. |
Market Street, 2nd21st Floor, Auditorium, Philadelphia, PAPennsylvania 19103 on March 15, 2005November 12, 2009 at 4:3:00 p.m., Eastern time. The Meeting is being called forto vote on the following reasons:
1. To elect a Board of Trustees for each of the Trusts. The
nominees for election to the Boards of Trustees are:
Thomas L. Bennett Ann R. Leven
Jude T. Driscoll Thomas F. Madison
John A. Fry Janet L. Yeomans
Anthony D. Knerr J. Richard Zecher
Lucinda S. Landreth
2. To approve the use of a "manager of managers" structure
whereby the investment manager will be able to hire and
replace subadvisers without shareholder approval.
3. For shareholders of the Delaware Tax-Free Florida Insured
Fund, the Delaware Tax-Free Missouri Insured Fund and the
Delaware Tax-Free Oregon Insured Fund, to approve the
redomestication of Voyageur Investment Trust from a
Massachusetts business trust to a Delaware statutory trust.
4. To vote upon any other business as may properly come before
the Meeting or any adjournment thereof.
1
| 1. | To elect a Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees, all of whom are currently members of the Boards of Trustees, are: |
| Thomas L. Bennett | Ann R. Leven |
| Patrick P. Coyne | Thomas F. Madison |
| John A. Fry | Janet L. Yeomans |
| Anthony D. Knerr | J. Richard Zecher |
| Lucinda S. Landreth |
| 2. | To approve a new investment advisory agreement for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”). |
Shareholders of record of the Trusts as of the close of business on December 10, 2004September 18, 2009 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 CARD BY MAIL IN THE ENCLOSED POSTAGE-PAID
ENVELOPE PROVIDED, OR BY VOTING BY TELEPHONE OR OVER THE INTERNET. YOUR VOTE IS
IMPORTANT.
By OrderWhether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(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 |
September 25, 2009
To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card(s), sign, and return it (them) in the Boards of Trustees,
Richelle S. Maestro
Secretary
December [27], 2004
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND TO SAVE THE EXPENSE
OF FURTHER MAILINGS, PLEASE MARK YOUR PROXY CARD, SIGN IT, AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU PREFER, YOU MAY INSTEAD VOTE BY TELEPHONE OR THE INTERNET. YOU MAY REVOKE
YOUR PROXY AT ANY TIME AT OR BEFORE THE MEETING OR VOTE IN PERSON IF YOU ATTEND
THE MEETING, AS PROVIDED IN THE ATTACHED PROXY STATEMENT.
MANYenclosed envelope, which requires no postage if mailed from 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.
SOME SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TRUSTFUND AND WILLMAY RECEIVE PROXY CARDS AND/OR PROXY MATERIALMATERIALS FOR EACH TRUSTFUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.
2
PROXY STATEMENT
TABLE OF CONTENTS
| Page | ||
| PROPOSAL | 3 | |
| Introduction to Proposal 1 | 3 | |
| Who are the | 3 | |
| How are nominees for | 4 | |
| How often do the Boards meet and | 5 | |
| Who are the principal officers of the Trusts? | 5 | |
| What are the standing committees of the Boards? | 5 | |
| Who are the Trusts’ independent auditors? | 6 | |
| What is the required vote to elect Trustees? | 8 | |
| PROPOSAL 2: TO APPROVE A | ||
| ADVISORY AGREEMENT | 8 | |
| Introduction to Proposal | 8 | |
| Description of the | 9 | |
| Section 15(f) of the | 12 | |
| The | 12 | |
| Additional information about DMC | 16 | |
| Board considerations in approving the | ||
| Advisory Agreements | 17 | |
| Required vote | 28 | |
| VOTING INFORMATION | 29 | |
| How will shareholder voting be handled? | 29 | |
| How do I ensure my vote is | 29 | |
| May I revoke my proxy? | 30 | |
| What other matters will be voted upon at the Meeting? | 30 | |
| Who is entitled to | 30 | |
| What is the | 30 | |
| Who will pay the expenses of the | 30 | |
| What | 31 | |
| Why did my household receive only one copy of this Proxy Statement? | 32 | |
| How do I submit a shareholder proposal for inclusion in a Trust’s proxy | ||
| statement for a future shareholder meeting? | 32 | |
| How may I communicate with the | 33 | |
| MORE INFORMATION ABOUT THE FUNDS | 33 | |
| PRINCIPAL HOLDERS OF SHARES | 34 |
| APPENDIX A — TRUSTS AND SERIES USING THIS | ||
| PROXY STATEMENT | A-1 | |
| APPENDIX B — TRUSTEES OF THE TRUSTS | B-1 | |
| APPENDIX C — NOMINATING AND CORPORATE | ||
| GOVERNANCE COMMITTEE CHARTER | C-1 | |
| APPENDIX D — FUND SHARE BENEFICIAL OWNERSHIP BY | ||
| TRUSTEE NOMINEES | D-1 | |
| APPENDIX E — TRUSTEE COMPENSATION | E-1 | |
| APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTS | F-1 | |
| APPENDIX G — AUDITOR INFORMATION | G-1 | |
| APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURES | H-1 | |
| APPENDIX I | ||
| AGREEMENTS | I-1 | |
| APPENDIX J — CURRENT INVESTMENT ADVISORY | ||
| AGREEMENTS: DATES OF APPROVALS | J-1 | |
| APPENDIX K — FEES PAID TO DMC AND AFFILIATES | K-1 | |
| APPENDIX L — OTHER FUNDS ADVISED BY DMC | L-1 | |
| APPENDIX M — TRUSTEES AND OFFICERS OF DMC | M-1 | |
| APPENDIX N — NUMBER OF SHARES OF EACH FUND | ||
| OUTSTANDING AS OF JULY 31, 2009 | N-1 | |
| APPENDIX O — 1% SHARE OWNERSHIP | O-1 | |
| APPENDIX P — 5% SHARE OWNERSHIP | P-1 |
DELAWARE INVESTMENTS® FAMILY OF SHARES.....................................................
MORE INFORMATION ABOUT THE TRUSTS...............................................
COMMUNICATIONS TO THE BOARD OF TRUSTEES.........................................
EXHIBITS:
EXHIBIT A - AGGREGATE TRUSTEE COMPENSATION FROM EACH TRUST
EXHIBIT B - EXECUTIVE OFFICERS OF THE TRUSTS
EXHIBIT C - FORM OF AGREEMENT AND PLAN OF REDOMESTICATION BETWEEN
VOYAGEUR INVESTMENT TRUST AND DELAWARE INVESTMENTS
MUNICIPAL TRUST
EXHIBIT D - A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW
EXHIBIT E - AUDIT FEE INFORMATION
EXHIBIT F - OUTSTANDING SHARES AS OF DECEMBER 10, 2004
EXHIBIT G - PRINCIPAL HOLDERS OF SHARES AS OF DECEMBER 10, 2004
ii
JOINT PROXY STATEMENT Dated September 25, 2009 Delaware Group® Adviser Funds
DATED DECEMBER [27], 2004
I
Delaware Group Adviser Funds Delaware Group State Tax-Free Income Trust
Delaware Group Cash Reserve Delaware Group Tax Fee Fund
Delaware Group Cash Reserve
Delaware Group Equity Funds I Delaware Group Tax Fee Money Fund
Delaware Group Equity Funds II Delaware Pooled Trust
Delaware Group Equity Funds III Voyageur Insured Funds
Delaware Group Equity Funds IV Voyageur Intermediate Tax Free Funds
Delaware Group Equity Funds V Voyageur Investment Trust
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 Funds
Delaware Group Equity Funds II
Delaware Group Equity Funds III
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 Group Tax-Free Money Fund
Delaware Pooled® Trust1
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds
Important notice regarding the availability of proxy materials for the shareholder
meeting to be held on November 12, 2009: this proxy statement is available at
www.delawareinvestments.com/proxy.
This Proxy Statementjoint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a Joint Meetingjoint special meeting of Shareholdersshareholders (the "Meeting"“Meeting”) of certainthe registered open-end management investment companies withinlisted above (each, a “Trust” and collectively, the “Trusts”), along with other registered investment companies in the Delaware Investments Family of Funds, listed
above (each, a "Trust" and collectively, the "Trusts").each of which is issuing proxy solicitation materials. Each of the separate funds within a Trust is referred to as a "Fund"“Fund” and all of the fundsthey are
____________________
| 1 | Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. |
collectively referred to as the "Funds."“Funds.” The Meeting has beenwas called by the BoardBoards of Trustees of the Trusts (each, a "Board“Board” and collectively, the "Boards"“Boards”) of the Trusts to vote on the following proposals (each(the “Proposals”), each of which is described more fully below):
(1) To elect a Board of Trustees;
(2) To approve the use of a "manager of managers" structure; and
(3) For Delaware Tax-Free Florida Insured Fund, Delaware Tax-Free
Missouri Insured Fund and Delaware Tax-Free Oregon Insured
Fund only, to approve an Agreement and Plan of
Redomestication.below:
| Proposal | Who votes on the Proposal? | |||
| 1. | To elect a Board of Trustees. | Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively. | ||
| 2. | To approve a new investment advisory agreement for each Fund. | Shareholders of each Fund, voting separately from shareholders of each other Fund. | ||
The principal offices of the Trusts are located at 2005 Market Street, Philadelphia, PAPennsylvania 19103. You can reach the offices 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 Delaware Investments located
at 2001Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 2nd21st Floor, Auditorium, Philadelphia, PAPennsylvania 19103, on March
15, 2005November 12, 2009 at 4:3:00 p.m., Eastern time. Only Fund shareholders will be admitted to the Meeting. The Boards, on behalf of the Trustseach Fund, are soliciting these proxies. This Proxy Statement willis first bebeing sent to shareholders on or about January[7], 2005.
WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON?
1
NotSeptember 30, 2009.
This Proxy Statement gives you information about the Trustees, the new investment advisory agreement, and other matters that you should know before voting. 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 shareholders of all of the three proposals described in thisFunds.
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 a Fund by calling 800 523-1918 or by writing to the Fund at Attention: Account Services, P.O. Box 219691, Kansas City, MO 64121-9691 by regular mail or 430 W. 7th Street, Kansas City, MO 64105 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’ Web site at www.delawareinvestments.com.
2
Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, affect
all Funds. Specifically, not allunless the Fund has received instructions to the contrary. Each Fund will promptly send a separate copy of such documents to any shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, shareholders will be voting on Proposal 3. The
table below indicates which Fund's shareholders will be voting onshould contact their Fund at the proposals
described in this Proxy Statement.
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
You
Introduction to Proposal 1
In Proposal 1, shareholders of each Trust are being asked to elect nine trustees (together, the “Trustee Nominees”) to the Boards. All of the Trustee Nominees are currently members of the Boards.
Each Trust is governed by a Board, which has oversight responsibility for the management of Trustees.
WHO ARE THE NOMINEES FOR TRUSTEE?the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment adviser, the distributor, and others who perform services for the Trust. All of the Trusts have Boards comprised of the same trustees, and all of the Trusts are served by the same officers.
Who are the Trustee Nominees?
The nomineestrustees 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. As noted above, all of the Trustee are:Nominees standing for election are currently members of the Boards. The nine Trustee Nominees are Thomas L. Bennett, Jude T. Driscoll,Patrick P. Coyne, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans, and J. Richard Zecher.
Each Board is comprised of the nominees (except for Messrs. Bennett, Driscoll, Fry and
Zecher and Ms. Landreth) presently is a Trusteesame nine Board members, eight of each Trust. Messrs. Driscoll
and Fry each presently serve as a Trustee for each Trust except for Voyageur
Insured Funds, Voyageur Intermediate Tax-Free Funds, Voyageur Investment Trust,
Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III, and
Voyageur Tax-Free Funds (collectively, the "Voyageur Funds").
Mr. Fry, who is standing for election by shareholders for the first
time, Messrs. Bennett and Zecher, and Ms. Landreth were identified by
independent executive search firms retained by the Trust's Nominating and
Corporate Governance Committee (the "Nominating Committee"). The executive
search firms identified individuals for consideration by the Nominating
Committee based on the criteria described below. At the directionwhom are not “interested persons” of the Nominating Committee, the executive search firm further evaluated and developed
detailed background information for the individuals that the Nominating
Committee identified as potential candidates for nominees. After reviewing this
information, the Nominating Committee selected the nominees for recommendation
to the Board. The Nominating Committee's process for evaluating nominees is
described under "Board, Shareholder and Committee Meetings" below. Among the
nominees standing for election, only Mr. Driscoll would be deemed to be an
"Interested Trustee." The remaining nominees would be deemed to be "Independent
Trustees;" i.e., Trustees who are not "interested persons" of the Trust,Trusts, as that term is defined under the Investment Company Act of 1940, as amended (the "1940
Act").
If elected, these persons will serve as Trustees until their successors
are duly elected and qualified or until their earlier resignation, death or
retirement. Each nominee is currently available and has consented to be named in
this Proxy Statement and to serve if elected. It is not expected that any
nominee will withdraw or become unavailable for election, but in such a case,
the power given by you in the Proxy Card may be used by1940 Act (together, the persons named as
proxies to vote for a substitute nominee or nominees as recommended by the
current Board. The following table provides certain background information for
each nominee, including the number of Funds and of all other registered
investment companies in the Delaware Investments Family of Funds (the "Fund
Complex"“Independent Trustees”) that the nominee oversees or will oversee.
2
NUMBER OF
PORTFOLIOS
IN
LENGTH OF FUND
POSITION(S) TIME SERVED PRINCIPAL COMPLEX
HELD WITH AS A TRUSTEE OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE THE TRUSTS OF THE TRUSTS PAST 5 YEARS TRUSTEE HELD BY NOMINEE
- ----------------------- ---------------- -------------- ------------------------ -------------- ---------------------
NOMINEE FOR INTERESTED TRUSTEE
Jude T. Driscoll(1) Chairman, 4 years - CEO, Delaware 92 None
2005 Market Street President and Executive Investments (since
Philadelphia, PA 19103 Chief Officer 2003). Since August
41 Executive 2000, Mr. Driscoll has
Officer and 1 year - served in various
Trustee Trustee executive capacities
at different times at
Delaware Investments(2)
Senior Vice President,
Research and Trading -
Conseco Capital
Management, Inc. (June
1998 - July 2000)
NOMINEES FOR INDEPENDENT TRUSTEE
Thomas L. Bennett Nominee Not Manager - Tower One 84 None
2005 Market Street Applicable LLC (June 1999 -
Philadelphia, Pa 19103 Present)
57 (Wireless
Communications)
Manager - Tower Bridge
Telecom LLC (June 2001
- Present)
(Wireless
Communications)
Managing Director -
Morgan Stanley & Co.
Incorporated (1996 -
March 2004). Since
January 1984, Mr.
Bennett has served in
various management and
executive capacities
at different times at
Miller, Anderson &
Sherred, LLP and its
successor, Morgan
Stanley & Co.
Incorporated
3
John A. Fry Trustee 3 years President - Franklin & 92 Director -
2005 Market Street Marshall College (June Community Health
Philadelphia, PA 19103 2002 - Present) Systems
44
Executive Vice
President - University
of Pennsylvania (April
1995 - June 2002)
Anthony D. Knerr Trustee 11 years Founder/Managing 92 None
2005 Market Street Director - Anthony
Philadelphia, PA 19103 Knerr & Associates
65 (1990 - Present)
(Strategic Counseling)
Lucinda S. Landreth Nominee Not Chief Investment 84 None
2005 Market Street Applicable Officer - Assurant,
Philadelphia, PA Inc. (June 2002 to
19103 December 2004)
52 (Insurance Company)
Chief Investment
Officer - Fortis, Inc.
(September 1997 to May
2001)
(Financial Services)
Ann R. Leven Trustee 15 years Treasurer/Chief Fiscal 92 Director - Systemax
2005 Market Street Officer - National Inc.
Philadelphia, PA 19103 Gallery of Art
63 (1994 - 1999) Director and Audit
Committee
Chairperson - Andy
Warhol Foundation
Thomas E. Madison Trustee 10 years President/Chief 92 Director - Banner
2005 Market Street Executive Officer - Health
Philadelphia, PA 19103 MLM Partners, Inc.
68 (January 1993 - Director and Audit
Present) (Small Committee Member -
Business Investing and CenterPoint Energy
Counseling)
Director and Audit
Committee Member -
Digitial River Inc.
Director and Audit
Committee Member-
Rimage Corporation
Director - Valmont
Industries, Inc.
Janet L. Yeomans Trustee 5 years Vice President/Mergers 92 None
2005 Market Street & Acquisitions - 3M
Philadelphia, PA 19103 Corporation (January
56 2003 - Present)
Ms. Yeomans has held
various management
positions at 3M
Corporation since 1983.
4
J. Richard Zecher, Nominee Not Vice Chairman - 84 Director and Audit
Ph.D. Applicable Investor Analytics, LLC Committee Member -
2005 Market Street (May 1999 to Present) OXiGENE, Inc.
Philadelphia, PA
19103 Founder/Principal -
64 Sutton Asset
Management (September
1998 to Present)
(1). Only Mr. Driscoll would be consideredCoyne is deemed to be an "Interested Trustee"“Interested Trustee” of the Trusts, because he is an executive officer of the Trusts'Funds’ investment manager. Mr. Driscoll
acquired shares of common stock of Lincoln National Corporation ("LNC"),
of which the Trusts' investment manager isadviser. Appendix B contains a wholly-owned subsidiary, in
the ordinary course of business during 2003, but those transactions
involved less than 1%list of the outstanding shares of common stock of LNC.
(2) Delaware InvestmentsTrustee Nominees with certain background and related information.
If elected, each Trustee Nominee will hold office for an indefinite term until his or her successor is the marketing name for Delaware Management
Holdings, Inc.elected and its subsidiaries, including the Trust's investment
manager, principal underwriter/distributorqualified, or until his or her earlier death, resignation, or removal. Each Trustee Nominee currently is available and administrator.
The following table shows each nominee's ownership of shares of
investment companies within the Fund Complex as of October 31, 2004.
3
Coordinating Trustee for each Trust. Although Mr. Coyne, the Chairman, President, and Chief Executive Officer of those Board meetings and at least 75% of committee
meetings held within the last fiscal year by a committee on which the TrusteeTrusts, currently serves as a member.
Each Trust has an Audit CommitteeTrustee, he is standing for election by Fund shareholders for the purposefirst time. Mr. Coyne was appointed as a Trustee by the Boards in 2006, having been recommended for appointment to the Boards by the Nominating and Corporate Governance Committee, which consists solely of meeting, at least
annually, withIndependent Trustees.
How are nominees for Trustee selected?
Each Board’s Nominating and Corporate Governance Committee recommends Board members, fills vacancies, and considers the Trust's officers and independent auditors to overseequalifications of prospective Board members. The committee also monitors the qualityperformance of financial reporting and the internal controls of such Trust, and for
such other purposes as the Board of the Trust may from time to time direct. The
Audit Committee of each Trust consists of the following three Trustees appointed
by such Trust's Board: Ann R. Leven, Chairperson; Thomas F. Madison; and Janet
L. Yeomans, each of whom is an "Independent Trustee." Members of the Audit
Committee serve for three years or until their successors have been appointed
and qualified. During each Trust's last fiscal year, the Audit Committee held
five meetings.
The Nominating Committee is currently comprised of Anthony D. Knerr,
Chairperson; John H. Durham (who is retiring and therefore not standing for
re-election); and John A. Fry (exceptcounsel for the Voyageur Funds), each of whom is
an Independent Trustee.Trustees. The Nominating Committee recommends nominees for (i)
Independent Trustees for consideration by the incumbent Independent Trustees of
each Trust, and (ii) Interested Trustees for consideration by the full Board of
each Trust. The Nominating Committee for each Trust held seven meetings during
such Trust's last fiscal year.
The Board of Trustees of each Trust has adopted a formal charter for
their Nominating Committee setting forth such Committee's responsibilities. A
current copy of the Nominating Committee's charter is available on the Trusts'
website at www.delawareinvestments.com.
The Nominating Committeecommittee will consider shareholder recommendations for nomination to the Board of a TrustTrustee nominations only in the event that there is a vacancy on the Board of Trustees.a Board. Shareholders who wish to submit recommendations for nominations to the Board to fill a vacancy on a Board must submit their recommendations in writing to Anthony D. Knerr, Chairman of the Nominating and Corporate Governance Committee, c/o the
applicable TrustDelaware Investments Funds at 2005 Market Street, Philadelphia, Pennsylvania 19103.19103-7094. Shareholders should include appropriate information on the background and qualifications of any personcandidate recommended to the Nominating Committee (e.g.(e.g., a resume), as well as the candidate'scandidate’s contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to thea Board will be accepted on an ongoing
basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board. 6
Nominating Committee generally identifies candidates for Board
membership through personalcommittee consists of John A. Fry, Chairman; Anthony D. Knerr; Lucinda S. Landreth; and business contacts of Trustees and shareholders.
In addition, the Nominating Committee may use a search firm to identify
candidates for a Board, if deemed necessary and appropriate to use such a firm.
The Nominating Committee's process for evaluating a candidate generally includes
a review of the candidate's background and experience, a check of the
candidate's references and other due diligence and, when appropriate, interviews
with Nominating Committee members. In evaluating a candidate, the Nominating
Committee will also consider whether the candidate, if elected, would be an
Independent Trustee.
The Nominating Committee has not established any specific minimum
requirements that candidates must meet in order to be recommended by the
Nominating Committee for nomination for election to the Boards. Rather, the
Nominating Committee seeks candidates who, in its judgment, will serve the best
interests of the Trusts' long-term shareholders and whose background will
complement the experience, skills and diversity of the other Trustees and add to
the overall effectiveness of the Boards.
BOARD COMPENSATION. Each Independent Trustee receives compensation from
each of the Trusts of which he/she is a member of the Board. Interested Trustees
are compensated by Delaware Management Company, the Funds' investment manager
("DMC"Ann R. Leven (do not receive compensation from the Trusts. Each Independent
Trustee currently receives a total annual retainer of $70,000 for serving as a
Trustee of all 32 registered investment companies within the Fund Complex, plus
a $5,000 per day fee for BoardCorporate Governance Committee held five meetings attended (normally four regular
meetings, three of which are two-day meetings). The Coordinating Trustee for the
Trusts receives an additional annual retainer totaling $25,000. The chairperson
of the Audit Committee receives an additional annual retainer of $10,000 and the
chairperson of the Nominating Committee receives an annual retainer of $1,500.
Each member of the Audit Committee receives an additional fee of $2,500 for each
Audit Committee meeting attended, and each member of the Nominating Committee
receives an additional fee of $1,700 for each Nominating Committee meeting
attended. Prior to August 2004, the Trustees' fees were allocated equally per
each of the investment companies in the Fund Complex, and the Trustees'
retainers were allocated ratably among the investment companies in the Fund
Complex based on net assets. After August 2004, the Trustees' fees and retainers
were allocated ratably among the investment companies in the Fund Complex based
on relative net assets.
Under the terms of the Trusts' retirement plan for the Independent
Trustees, each Independent Trustee who, at the time of his or her retirement
from all Boards of Trustees in the Fund Complex, has attained the age of 70 and
has served on the Boards of Trustees for at least five continuous years, is
entitled to receive payments from the Fund Complex for a period of time equal to
the lesser of the number of years that the person served as a Trustee or the
remainder of the person's life. The annual amount of such payments will be equal
to the amount of the annual retainer that is paid to the Independent Trustees of
the Fund Complex at the time of the person's retirement. If an eligible
Independent Trustee of a Trust had retired as of October 31, 2004, he or she
would have been entitled to annual payments in the amount of $70,000 from the
Fund Complex, borne pro rata by the registered investment companies therein
based on their relative net assets. The following table identifies the amount
each Trustee received from each Trust and from the Fund Complex as a whole
during the 12 months ended October 31, 2004, as well as the estimated annual
benefits upon retirement.
7
Pension or
Retirement
Aggregate Benefits Accrued Estimated Total Compensation From Fund
Compensation from as Part of Trust Annual Benefits Complex for the 12 months
Trustee(1) each Trust Expenses Upon Retirement ended October 31, 2004
- ------------------------- ------------------- ------------------ ----------------- -----------------------------
JUDE T. DRISCOLL None None None None
WALTER P. BABICH(2) See Exhibit A None $70,000 $110,870
JOHN H. DURHAM(2) See Exhibit A None $70,000 $101,930
JOHN A. FRY(3) See Exhibit A None $70,000 $ 91,458
ANTHONY D. KNERR See Exhibit A None $70,000 $109,345
ANN R. LEVEN See Exhibit A None $70,000 $115,870
THOMAS E. MADISON See Exhibit A None $70,000 $109,620
JANET L. YEOMANS See Exhibit A None $70,000 $109,620
(1) Compensation information for Messrs. Bennett and Zecher and Ms. Landreth is
not applicable because such nominees were not members of the Boards of the
Trusts or any other investment company in the Fund Complex for the 12-month period ended June 30, 2009. Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, which is attached as Appendix C to this Proxy Statement.
The Nominating and Corporate Governance Committees met on October 31, 2004.
(2) Messrs. BabichSeptember 3, 2009, to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and Durham have announced their intention to retireindependence from the Funds’ investment adviser and its affiliates and other Fund service providers, as well as such other information as the Committees deemed relevant to their considerations. The Nominating and Corporate Governance Committees recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on September 3, 2009, the Independent Trustees and the full Board selected and nominated the Trustee Nominees for election by the shareholders of each Trust.
4
How often do the Boards effective as ofmeet and how are the date of the Meeting and therefore are not standing
for re-election.
(3) Mr. Fry received $8,827 in profession services fees, in addition to his
Trustee compensation, forTrustees compensated?
The Boards held six meetings during the 12-month period ended on October 31, 2004. Such
fees were paid byJune 30, 2009. Each Trustee Nominee attended at least 75% of the Voyageur Funds.
OFFICERS. The Boardaggregate total number of Trustees andmeetings of the senior management of a Trust
appoint officersBoards held during each Trust’s last fiscal year, and from time to time as necessary. The following
individuals are executive officersattended at least 75% of the Trusts: Jude T. Driscoll, Joseph H.
Hastings, Richelle S. Maestro and Michael P. Bishof. Exhibit B includes
biographical information and the past business experiencetotal number of such officers,
except for Mr. Driscoll, whose information is set forth above along with the
other nominees. Exhibit B also identifies which of these executive officers are
also officers of DMC. The above officersmeetings held during that year by all committees of the Boards on which he or she served. The Trusts own sharesdo not have a formal policy regarding Trustee attendance at shareholders’ meetings but they encourage Trustees to attend. The Trusts do not hold annual meetings at which Trustees are elected.
No Independent Trustee owns, beneficially or of common
stock and/record, securities issued by any investment adviser or options to purchase sharesprincipal underwriter of common stock of LNC, the ultimate
parent of DMC. They are considered to be "interested persons" of the Trusts
under the 1940 Act.
REQUIRED VOTE. Provided that "Quorum" requirements (as defined below)
have been satisfied, the Trustees for a Trust shall be elected by a plurality of
the votes cast by shareholders of all Funds of the Trust voting together.
"Quorum" means: (i) for all Trusts other than Voyageur Investment Trust,
one-third percent (33 1/3%) of the shares entitled to vote at the Meeting are
present in person or represented by proxy at the Meeting; or (ii) for Voyageur
Investment Trust, ten percent (10%) of the shares entitled to vote at the
Meeting are present in person or represented by proxy at the Meeting.
8
THE BOARDS OF TRUSTEES UNANIMOUSLY
RECOMMEND THAT YOU VOTE "FOR"
ALL NOMINEES FOR TRUSTEE
PROPOSAL 2: TO APPROVE A MANAGER OF MANAGERS STRUCTURE
WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?
The Manager of Managers Structure (as defined below) is intended to
enable the Funds to operate with greater efficiency by allowing DMC to employ
subadvisers best suited to the needsany of the Funds, without incurring the expense
and delays associated with obtaining shareholder approval of subadvisers or
subadvisory agreements. Ordinarily, federal law requires shareholders of a
mutual fund to approve a new subadvisory agreement among a mutual fund, its
investment manager and a subadviser before such subadvisory agreement may become
effective. Specifically, Section 15 of the 1940 Act makes it unlawful for any
person to act as an investment adviser (including as a subadviser) to a mutual
fund, except pursuant to a written contract that has been approved by
shareholders. Section 15 also requires that an investment advisory agreement
(including a subadvisory agreement) provide that it will terminate automatically
upon its "assignment," which, under the 1940 Act, generally includes the
transfer of an advisory agreement itself or the transfer of control of the
investment adviser through the transfer of a controlling block of the investment
adviser's outstanding voting securities.
To comply with Section 15 of the 1940 Act, a Fund must obtain
shareholder approval of a subadvisory agreement in order to employ one or more
subadvisers, replace an existing subadviser, materially change the terms of a
subadvisory agreement, or continue the employment of an existing subadviser when
that subadviser's subadvisory agreement terminates because of an "assignment."
Pursuant to the current Investment Management Agreements between the
Trusts and DMC (collectively, the "Investment Management Agreement"), DMC,
subject to the supervision of the Boards and approval of shareholders, serves as
each Fund's investment manager. As such, DMC is responsible for, among other
things, managing the assets of each Fund and making decisions with respect to
purchases and sales of securities on behalf of the Funds. DMC is permitted under
the Investment Management Agreement, at its own expense, to select and contract
with one or more subadvisers to perform some or all of the services for a Fund
for which DMC is responsible under such Agreement(1). If DMC delegates
investment advisory duties to a subadviser, DMC remains responsible for all
advisory services furnished by the subadviser. Before DMC may engage a
subadviser for a Fund, shareholders of the Fund must approve the agreement with
such subadviser.
- --------
(1) DMC currently has entered into subadvisory agreements with Delaware
International Advisers Ltd. ("DIAL") with respect to the following Funds: The
Emerging Markets Portfolio, The Global Fixed Income Portfolio, The International
Equity Portfolio, The International Fixed Income Portfolio, and The Labor Select
International Equity Portfolio, five separate series of Delaware Pooled Trust,
and Delaware Emerging Markets Fund, Delaware International Small Cap Value Fund
and Delaware International Value Equity Fund, three separate series of Delaware
Group Global & International Funds (collectively, the "DIAL Funds"). Prior to
September 2004, DIAL was a part of Delaware Investments. However, in September
2004, DIAL was acquired by a company owned by DIAL's management and others.
9
The proposed "manager of managers" structure, however, would permit
DMC, as the Funds' investment manager, to appoint and replace subadvisers, enter
into subadvisory agreements, and amend and terminate subadvisory agreements on
behalf of a Fund without shareholder approval (the "Manager of Managers
Structure"). The employment of the Manager of Managers Structure on behalf of a
Fund, however, is contingent upon either (i) the Trusts' and DMC's receipt of
exemptive relief from the U.S. Securities and Exchange Commission (the "SEC"),
or (ii) the adoption of a rule by the SEC authorizing the employment of a
Manager of Managers Structure. In either case, a Fund must obtain shareholder
approval before it may implement the Manager of Managers Structure. Because a
meeting of shareholders is needed to elect a Board for each Trust and to vote on
other matters, the Boards determined to seek shareholder approval of the Manager
of Managers Structure at the Meeting to avoid additional meeting and proxy
solicitation costs in the future. There can be no assurance that exemptive
relief will be granted by the SEC or that a rule authorizing the employment of a
Manager of Managers structure will be adopted by the SEC.
Adoption and use by a Fund of the Manager of Mangers Structure would
only enable DMC to hire and replace a subadviser (or materially amend a
subadvisory agreement) without shareholder approval. The Manager of Managers
Structure would not: (i) permit investment management fees paid by a Fund to be
increased without shareholder approval; or (ii) change DMC's responsibilities to
a Fund, including DMC's responsibility for all advisory services furnished by a
subadviser.
At their August 18-19, 2004 Boards of Trustees meetings, the Boards of
the Trusts, including a majority of the Independent Trustees, generally approved
the use of the Manager of Managers Structure, subject to shareholder approval
and action by the SEC as described above. As noted above, the Manager of
Managers Structure is intended to enable the Funds to operate with greater
efficiency and without incurring the expense and delays associated with
obtaining shareholder approval of subadvisers or subadvisory agreements. While
DMC and the Boards do not currently expect to use the Manager of Managers
Structure after receipt of necessary SEC approval (by order or rule) by hiring
one or more subadvisers to manage all or a portion of a Fund's portfolio (or
replacing DIAL as a subadviser for one or more of the DIAL Funds), DMC and the
Boards do intend to make use of such structure in the future in the event they
believe that doing so would likely enhance Fund performance by introducing a
different investment style or focus. The Boards determined to seek shareholder
approval of the Manager of Managers Structure in connection with the Meeting,
which was otherwise required to be held, to avoid additional meeting and proxy
solicitation costs in the future.
DMC and the Boards believe that the employment of the Manager of
Managers Structure will: (1) enable the Boards to act more quickly and with less
expense to a Fund in order to appoint an initial or a new subadviser when DMC
and the Board believe that such appointment would be in the best interests of
that Fund's shareholders; and (2) help the Funds to enhance performance by
permitting DMC to allocate and reallocate a Fund's assets among itself and one
or more subadvisers when DMC and the Board believe that it would be in the best
interests of that Fund's shareholders-- for example, to engage a subadviser with
a different investment style if deemed appropriate by DMC and the Board.
10
Based on the above, the Boards are hereby soliciting shareholder
approval of the employment of the Manager of Managers Structure with respect to
each Fund.
HOW DOES THIS PROPOSAL AFFECT MY RIGHT TO VOTE ON SUBADVISORY AGREEMENTS?
If Proposal 2 is approved, DMC in the future would be permitted to
appoint and replace subadvisers (including DIAL) for a Fund and to enter into,
and approve amendments to subadvisory agreements without first obtaining
shareholder approval. The employment of the Manager of Managers Structure is
contingent upon the receipt by the Trusts and DMC of exemptive relief from the
SEC and/or the adoption of a rule by the SEC authorizing the employment of the
Manager of Managers Structure. In all cases, however, (i) the applicable Board,
including a majority of the Independent Trustees, must approve new or amended
subadvisory agreements; (ii) shareholder approval would not be necessary; (iii)
DMC's responsibilities to a Fund would remain unchanged; and (iv) there would be
no increase in investment management fees paid by a Fund without further
shareholder approval. Until receipt of exemptive relief from the SEC and/or the
adoption of an SEC rule authorizing the employment of a Manager of Managers
Structure, DMC will only enter into new or amended subadvisory agreements with
shareholder approval, to the extent required by law.
Subadvisory agreements with subadvisers that are affiliated with DMC
("Affiliated Subadvisers"), if any, generally would remain subject to the
shareholder approval requirement. The Trusts and DMC may in the future seek SEC
exemptive relief or rely on relief obtained by an affiliate, or rely on any
further SEC rule or interpretation, which would permit DMC to enter into new or
materially modify subadvisory agreements with Affiliated Subadvisers without
shareholder approval. Therefore, under Proposal 2, we are seeking shareholder
approval to apply the Manager of Managers Structure to Affiliated Subadvisers,
subject to necessary regulatory relief.
If Proposal 2 is not approved by a Fund's shareholders, then DMC would
only enter into new or amended subadvisory agreements with shareholder approval,
causing delay and expense in making a change deemed beneficial to that Fund and
its shareholders by that Fund's Board.
WHAT ARE THE CONDITIONS OF THE ORDER AND THE RULE?
The Trusts and DMC expect to file an exemptive application with the SEC
in the near future requesting an order permitting DMC to employ a Manager of
Managers Structure with respect to the mutual funds for which DMC serves as
investment manager, including the Funds (the "Order"). On October 23, 2003, the
SEC proposed Rule 15a-5 under the 1940 Act that, if adopted as proposed, would
permit the Trusts and DMC to employ a Manager of Managers Structure with respect
to the Funds without obtaining the Order (the "Proposed Rule"), provided that
shareholders of a Fund approve the Manager of Managers Structure prior to
implementation. To date, the Proposed Rule has not been adopted. In connection
with seeking shareholder approval of Proposal 1, you are also being asked to
approve Proposal 2 and permit the implementation of the Manager of Managers
Structure for your Fund contingent upon the receipt by the Trusts and DMC of the
Order or the adoption of the Proposed Rule, whichever is earlier. There is no
assurance that exemptive relief will be granted or that the Proposed Rule will
be adopted.
11
The Order would grant a Fund relief from Section 15(a) of the 1940 Act
and certain rules under the 1940 Act so that the Trusts and DMC may employ the
Manager of Managers Structure with respect to a Fund, subject to certain
conditions, including the approval of this Proposal 2 by the Fund's
shareholders. Neither a Fund nor DMC would rely on the Order unless all such
conditions have been met. Upon finalization of the Proposed Rule, it is expected
that the Order will expire and that a Fund using the Manager of Managers
Structure will comply with the then final rule's requirements. The ultimate
conditions that would be included in the final rule are expected to be similar
to those included in the Order, but the conditions could differ to some extent
from the conditions imposed under the Rule. The conditions for relief that will
be in the application for the Order are expected to be substantially similar to
those customarily included in similar applications filed by other investment
company complexes and approved by the SEC. Such conditions are as follows:
(1) DMC will provide, pursuant to the Investment Management Agreement,
general management services to a Fund, including overall supervisory
responsibility of the general management and investment of the Fund's assets
and, subject to review and approval of the appropriate Board, will (i) set the
Fund's overall investment strategies, (ii) evaluate, select and recommend
subadvisers to manage all or a portion of the Fund's assets, (iii) allocate and,
when appropriate, reallocate the Fund's assets among one or more subadvisers,
(iv) monitor and evaluate subadviser performance, and (v) implement procedures
reasonably designed to ensure that subadvisers comply with the Fund's investment
objective, policies and restrictions;
(2) Before a Fund may rely on the Order, the operation of the Fund
pursuant to a Manager of Managers Structure will be approved by a majority of
the Fund's outstanding voting shares as defined in the 1940 Act;
(3) The prospectus for the Fund will disclose the existence, substance
and effect of the Order. In addition, the Fund will hold itself out to the
public as employing the Manager of Managers Structure. The prospectus will
prominently disclose that DMC has ultimate responsibility, subject to oversight
by the Board, to oversee the subadvisers and recommend their hiring,
termination, and replacement;
(4) Within 90 days of the hiring of any new subadviser, the Fund will
furnish its shareholders with an information statement containing all
information about the new subadviser, including, as applicable, aggregate fees
paid to DMC and Affiliated Subadvisers and aggregate fees paid to non-affiliated
subadvisers. The information statement provided by the Fund will include all
information required by Regulation 14C, Schedule 14C and Item 22 of Schedule 14A
under the Securities Exchange Act of 1934, as amended (except as modified by the
Order to permit the aggregate fee disclosure previously described);
12
(5) No trustee or officer of the applicable Trust nor director or
officer of DMC will ownperson directly or indirectly (other than through a pooled
investment vehicle that is not controlled by such person) any interest in a
subadviser except for (i) ownership of interests in DMC or any entity that
controls, is controlled by, or is under common control, with DMC; or (ii)
ownership of less than 1% of the outstanding securities of any class of equity
or debt of a publicly traded company that is either a subadviser or an entity
that controls, is controlled by or is under common control with a subadviser;
(6) At all times, a majority of the Board will be Independent Trustees,
and the nomination of new or additional Independent Trustees will be placed
within the discretion of the then-existing Independent Trustees;
(7) Whenever a subadviser change is proposed for the Fund with an
Affiliated Subadviser, the Board, including a majority of the Independent
Trustees, will make a separate finding, reflected in the applicable Board
minutes, that such change is in the best interests of the Fund and its
shareholders and does not involve a conflict of interest from which DMC or the
Affiliated Subadviser derives an inappropriate advantage;
(8) As applicable, the Fund will disclose in its registration statement
the aggregate fee disclosure referenced in condition four above;
(9) Independent counsel knowledgeable about the 1940 Act and the duties
of Independent Trustees will be engaged to represent the applicable Trust's
Independent Trustees. The selection of such counsel will be placed within the
discretion of the Independent Trustees;
(10) DMC will provide the Board, no less frequently than quarterly,
with information about DMC's profitability on a per-Fund basis. This information
will reflect the impact on profitability of the hiring or termination of any
subadviser during the applicable quarter;
(11) Whenever a subadviser is hired or terminated, DMC will provide the
Board with information showing the expected impact on DMC's profitability;
(12) DMC and a Fund will not enter into a subadvisory agreement with
any Affiliated Subadviser without such agreement, including the compensation to
be paid thereunder, being approved by the shareholders of the Fund;(2) and
(13) The Order will expire on the effective date of the Proposed Rule,
if adopted.
WHAT ARE THE BENEFITS TO THE FUNDS?
The Board believes that it is in the best interests of each Fund's
shareholders to allow DMC the maximum flexibility to appoint, supervise and
replace subadvisers (including DIAL) and to amend subadvisory agreements without
incurring the expense and potential delay of seeking specific shareholder
approval. The process of seeking shareholder approval is administratively
expensive to a Fund and may cause delays in executing changes that the Board and
DMC have determined are necessary or desirable. These costs are often borne
entirely by the Fund. If shareholders approve the policy authorizing a Manager
of Managers Structure for a Fund, the Board would be able to act more quickly
and with less expense to the Fund to appoint a subadviser, when the Board and
DMC believe that the appointment would be in the best interests of the Fund and
its shareholders.
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(2) As discussed above, however, you are being asked to approve the Manager of
Managers Structure with respect to Affiliated Subadvisers as well as subadvisers
who are not affiliated with DMC, subject to receipt of further regulatory
approval either through an SEC rule or exemptive relief.
13
Although shareholder approval of new subadvisory agreements and
amendments to existing subadvisory agreements is not required under the proposed
Manager of Managers Structure, the Board, including a majority of the
Independent Trustees, would continue to oversee the subadviser selection process
to help ensure that shareholders' interests are protected whenever DMC would
seek to select a subadviser or modify a subadvisory agreement. Specifically, the
Board, including a majority of the Independent Trustees, would still be required
to evaluate and approve all subadvisory agreements as well as any modification
to an existing subadvisory agreement. In reviewing new subadvisory agreements or
modifications to existing subadvisory agreements, the Board will analyze all
factors that it considers to be relevant to its determination, including the
nature, quality and scope of services to be provided by the subadviser, the
investment performance of the assets managed by the subadviser in the particular
style for which a subadviser is sought, as well as the subadviser's compliance
with Federal securities laws and regulations.
WHAT DID THE BOARDS CONSIDER IN REVIEWING THIS PROPOSAL?
In determining that the Manager of Managers Structure was in the best
interests of Fund shareholders, the Boards, including a majority of the
Independent Trustees, considered the factors below, and such other factors and
information they deemed relevant, prior to approving and recommending the
approval of the Manager of Managers Structure:
(1) A Manager of Managers Structure will enable DMC to employ
subadvisers with varying investment styles or investment focuses to help enhance
performance by expanding the securities in which a Fund may invest;
(2) A Manager of Managers Structure will enable DMC to promptly
reallocate Fund assets among itself and one or more subadvisers in response to
varying market conditions;
(3) A Manager of Managers Structure will enable the Board to act more
quickly, with less expense to a Fund, in appointing new subadvisers when the
Board and DMC believe that such appointment would be in the best interests of
Fund shareholders;
(4) DMC would be directly responsible for (i) establishing procedures
to monitor a subadviser's compliance with the Fund's investment objectives and
policies, (ii) analyzing the performance of the subadviser and (iii)
recommending allocations and reallocations of Fund assets among itself and one
or more subadvisers; and
(5) No subadviser could be appointed, removed or replaced without Board
approval and involvement.
14
Further, the Independent Trustees were advised by independent legal
counsel with respect to these matters.
WHAT VOTE IS NECESSARY TO APPROVE PROPOSAL NO. 2?
Each Fund will vote separately on Proposal 2. Accordingly, Proposal 2
will be approved with respect to a Fund only if shareholders of that Fund
approve Proposal 2. Such approval requires Quorum requirements to be satisfied
and the affirmative vote of the lesser of: (i) a majority of the outstanding
shares of the Fund, or (ii) 67% or more of the shares present at such meeting of
shareholders at which the holders of more than 50% of the outstanding shares are
present or represented by proxy at the Meeting ("Majority Vote").
THE BOARDS RECOMMEND THAT YOU VOTE
"FOR" PROPOSAL 2
PROPOSAL 3 -- APPROVAL OF AN AGREEMENT AND PLAN OF REDOMESTICATION THAT PROVIDES
FOR THE REORGANIZATION OF VOYAGEUR INVESTMENT TRUST FROM A MASSACHUSETTS
BUSINESS TRUST TO A DELAWARE STATUTORY TRUST (DELAWARE TAX-FREE FLORIDA INSURED
FUND, DELAWARE TAX-FREE MISSOURI INSURED FUND AND DELAWARE TAX-FREE OREGON
INSURED FUND ONLY)
The Trustees of Voyageur Investment Trust unanimously recommend that
shareholders of the Delaware Tax-Free Florida Insured Fund, the Delaware
Tax-Free Missouri Fund and Delaware Tax-Free Oregon Fund approve an Agreement
and Plan of Redomestication (the "Agreement"), substantially in the form
attached to this Proxy Statement as Exhibit C, which would change the state of
organization of Voyageur Investment Trust. This proposed change calls for the
reorganization of Voyageur Investment Trust from a Massachusetts business trust
into a newly formed Delaware statutory trust. This proposed reorganization is
referred to throughout this Proxy Statement as the "Redomestication." To
implement the Redomestication, the Trustees of Voyageur Investment Trust have
approved the Agreement, which contemplates the continuation of the current
business of Voyageur Investment Trust in the form of a new Delaware statutory
trust, named "Delaware Investments Municipal Trust" (the "DE Trust"). As of the
effective date of the Redomestication, the DE Trust will have series (each a "DE
Fund" and, together, the "DE Funds") that correspond to each of the then current
series of Voyageur Investment Trust (each an "MA Fund" and, together, the "MA
Funds"). Each DE Fund will have the same name as its corresponding MA Fund.
WHY AM I BEING ASKED TO VOTE ON THE REDOMESTICATION?
The Board of Trustees of Voyageur Investment Trust (the "VIT Board") is
submitting the Redomestication to the vote of shareholders of all the MA Funds
in Voyageur Investment Trust.
15
WHAT WILL THE REDOMESTICATION MEAN FOR THE SERIES OF VOYAGEUR INVESTMENT TRUST
AND FOR YOU?
If the Agreement is approved by shareholders and the Redomestication is
implemented, the DE Funds would have the same investment goals, policies, and
restrictions as their corresponding MA Funds. The Board, including any persons
elected under Proposal 1, and officers of the DE Trust would be the same as
those of Voyageur Investment Trust, and would operate the DE Trust and the DE
Funds in the same manner as these persons previously operated Voyageur
Investment Trust and the MA Funds except as otherwise described below. Thus, on
the effective date of the Redomestication, you would hold an interest in the
applicable DE Fund that is equivalent to your then interest in the corresponding
MA Fund. For all practical purposes, a shareholder's investment in Voyageur
Investment Trust and the MA Funds would not change.
WHY ARE THE TRUSTEES RECOMMENDING APPROVAL OF THE AGREEMENT AND THE
REDOMESTICATION?
Most of the funds within the Delaware Investments Family of Funds are
series of Delaware statutory trusts. Voyageur Investment Trust, however, is
organized as a Massachusetts business trust. The lack of uniformity among the
laws applicable to the various Delaware Investments Funds poses administrative
complications and costs that the VIT Board desires to eliminate. Consequently,
the VIT Board proposes that Voyageur Investment Trust be redomesticated to
Delaware.
The VIT Board desires to achieve administrative economies, such as
eliminating, frequent filings within the Commonwealth of Massachusetts, which
are expected to result from the Redomestication. Delaware statutory trusts
provide much greater flexibility for a fund to respond quickly to changes in
market or regulatory conditions. This enhanced flexibility had caused a number
of major fund complexes, including the Delaware Investments Family of Funds, to
adopt this form of organization in recent years. The MA Funds are also expected
to benefit from the administrative economies that will result from having
uniform organizational documents and uniform state reporting and filing
obligations. Accordingly, the VIT Board believes that it is in the best
interests of the shareholders to approve the Agreement.
WHAT ARE THE ADVANTAGES OF A DELAWARE STATUTORY TRUST?
Investment companies formed as Delaware statutory trusts have certain
advantages over investment companies organized as Massachusetts business trusts.
Under Delaware law, investment companies are able to simplify their operations
by reducing administrative burdens. For example, Delaware law allows greater
flexibility in drafting and amending an investment company's governing
documents, which can result in greater efficiencies of operation and savings for
an investment company and its shareholders. Delaware law does not require that
the Declaration of Trust and any amendments to the Declaration of Trust be filed
with the State of Delaware, while Massachusetts law requires that the
Declaration of Trust and any amendments to the Declaration of Trust be filed
with the Commonwealth of Massachusetts and the clerk of the city in
Massachusetts in which the fund has a usual place of business. Voyageur
Investment Trust's Declaration of Trust thus requires that any instrument,
including VIT Board resolutions, that establishes or designates any series shall
be treated as an amendment to the Declaration of Trust, which must therefore be
filed in Massachusetts. Such filings are not required by the DE Trust's
Declaration of Trust. The simpler Delaware procedures allow the DE Trust to file
a one-page Certificate of Trust with the State of Delaware, which rarely needs
to be amended. In addition, Massachusetts law requires certain types of trusts,
such as Voyageur Investment Trust, to file an Annual Report of Voluntary
Associations and Trusts, whereas Delaware law does not impose such an annual
filing requirement with respect to Delaware statutory trusts. Another advantage
of Delaware statutory trusts is greater certainty regarding limiting the
liability of shareholders for obligations of the trust or its trustees and
regarding limiting the liability of one series for obligations of other series
within the trust.
16
Furthermore, as described below, in Delaware there is a
well-established body of legal precedent in the area of corporate law that may
be relevant in deciding issues pertaining to the DE Trust. This could benefit
the DE Trust and its shareholders by, for example, making litigation involving
the interpretation of provisions in the DE Trust's governing documents less
likely or, if litigation should be initiated, less burdensome or expensive.
HOW DO THE MASSACHUSETTS BUSINESS TRUST LAW AND VOYAGEUR INVESTMENT TRUST'S
GOVERNING DOCUMENTS COMPARE TO THE DELAWARE STATUTORY TRUST LAW AND THE DE
TRUST'S GOVERNING DOCUMENTS?
The following summary compares certain rights and characteristics of
Voyageur Investment Trust and its shares to the DE Trust and its shares. The
summary is qualified in its entirety by the more complete comparisons of
Massachusetts business trust law and Delaware statutory trust law, and a
comparison of the relevant provisions of the governing documents of Voyageur
Investment Trust and the DE Trust, attached as Exhibit D to this Proxy
Statement, which is entitled "A COMPARISON OF GOVERNING DOCUMENTS AND STATE
LAW."
Reorganizing Voyageur Investment Trust from a Massachusetts business
trust to a Delaware statutory trust is expected to provide several benefits to
Voyageur Investment Trust and its shareholders. The operations of a Delaware
statutory trust formed under the Delaware Act are governed by a declaration of
trust and by-laws. The DE Trust's Agreement and Declaration of Trust
("Declaration of Trust") and By-Laws streamline some of the provisions in
Voyageur Investment Trust's current Declaration of Trust and By-Laws, and, thus,
should lead to enhanced flexibility in management and administration as compared
to Voyageur Investment Trust's current operation as a Massachusetts business
trust. As a Delaware statutory trust, the DE Trust may be able to adapt more
quickly and cost effectively to new developments in the mutual fund industry and
the financial markets.
Funds formed as Delaware statutory trusts under the Delaware Statutory
Trust Act (the "Delaware Act") are granted a significant amount of operational
flexibility, resulting in efficiencies of operation that may translate into
savings for a fund, such as the DE Trust, and the fund's shareholders. For
example, the Delaware Act authorizes trust management to take various actions
without requiring shareholder approval if permitted by the governing instrument,
such as fund mergers or the sale of all or substantially all of the assets of a
trust, or a series thereof (see discussion below). Additionally, unlike
Massachusetts business trust law, the Delaware Act permits any amendment to the
statutory trust's governing instrument without the need for a state or city
filing, which can reduce administrative burdens and costs.
17
Moreover, to the extent provisions in the DE Trust's Declaration of
Trust and By-Laws are addressed by rules and principles established under
Delaware corporate law and the laws governing other Delaware business entities
(such as limited partnerships and limited liability companies), the Delaware
courts may look to such other laws to help interpret provisions of the DE
Trust's Declaration of Trust and By-Laws. Applying this body of law to the
operation of the DE Trust should prove beneficial because these laws are
extensively developed and business-oriented. In addition, Delaware's Chancery
Court is dedicated to business law matters, which means that the judges tend to
be more specialized in the nuances of the law that will be applied to the DE
Trust. These legal advantages tend to make more certain the resolution of legal
controversies and help to reduce legal costs resulting from uncertainty in the
law.
Shares of the DE Trust and Voyageur Investment Trust each have one vote
per full share and a proportionate fractional vote for each fractional share.
Both the DE Trust and Voyageur Investment Trust provide for noncumulative voting
in the election of their Trustees. Like Voyageur Investment Trust, the DE Trust
is not required by its governing instrument to hold annual shareholder meetings.
For both Voyageur Investment Trust and the DE Trust, shareholder meetings may be
called at any time by the Board, by the chairperson of the Board or by the
president of the Trust or DE Trust for the purpose of taking action upon any
matter deemed by the Board to be necessary or desirable. In addition, a meeting
of the shareholders of the DE Trust for the purpose of electing one or more
trustees may be called, to the extent provided by the 1940 Act and the rules and
regulations thereunder, by the DE Trust shareholders. Voyageur Investment Trust
and the DE Trust each provide certain rights to its shareholders to inspect a
fund's books and records.
While shareholders of the DE Trust will have similar distribution and
voting rights as they currently have as shareholders of Voyageur Investment
Trust, there are certain differences. The organizational structures differ in
record date parameters for determining shareholders entitled to notice, to vote,
and to a distribution. Under the DE Trust's Declaration of Trust, all or
substantially all of the DE Trust's assets may be sold to another fund or trust
without shareholder approval unless required by the 1940 Act. Both the DE Trust
and Voyageur Investment Trust and any series thereof may be liquidated or
dissolved, in each case by the Trustees without shareholder approval.
Massachusetts business trust law does not specifically provide that the
shareholders of Voyageur Investment Trust are not subject to any personal
liability for any claims against, or liabilities of, Voyageur Investment Trust
solely by reason of being or having been a shareholder of Voyageur Investment
Trust or that the liabilities of one series are not enforceable against another
series of that trust. Under the Delaware Act, shareholders of the DE Trust will
be entitled to the same limitation of personal liability as is extended to
shareholders of a private corporation organized for profit under the General
Corporation Law of the State of Delaware. In addition the Delaware Act permits
the DE Trust to limit the enforceability of the liabilities of one DE Fund
solely to the assets of that DE Fund.
18
WHAT ARE THE PROCEDURES AND CONSEQUENCES OF THE REDOMESTICATION?
Immediately upon completion of the proposed Redomestication, the DE
Trust will continue the business of Voyageur Investment Trust, and each DE Fund:
(i) will have the same investment goals, policies and restrictions as those of
its corresponding MA Fund existing on the date of the Redomestication; (ii) will
hold the same portfolio of securities previously held by such corresponding MA
Fund; and (iii) will be operated under substantially identical overall
management, investment management, distribution, and administrative arrangements
as those of its corresponding MA Fund. As the successor to Voyageur Investment
Trust's operations, the DE Trust will adopt Voyageur Investment Trust's
registration statement under the federal securities laws with amendments to show
the new Delaware statutory trust structure.
The DE Trust was created solely for the purpose of becoming the
successor organization to, and carrying on the business of, Voyageur Investment
Trust. To accomplish the Redomestication, the Agreement provides that Voyageur
Investment Trust, on behalf of each MA Fund, will transfer all of its portfolio
securities, any other assets and its liabilities to the DE Trust, on behalf of
each corresponding DE Fund. In exchange for these assets and liabilities, the DE
Trust will issue shares of each DE Fund to Voyageur Investment Trust, which will
then distribute those shares pro rata to shareholders of the corresponding MA
Fund. Through this procedure, you will receive exactly the same number, class
and dollar amount of shares of each DE Fund as you held in the corresponding MA
Fund immediately prior to the Redomestication. You will retain the right to any
declared, but undistributed, dividends or other distributions payable on the
shares of an MA Fund that you may have had as of the effective date of the
Redomestication. As soon as practicable after the date of the Redomestication,
Voyageur Investment Trust will be dissolved and will cease its existence.
The Trustees may terminate the Agreement and abandon the
Redomestication at any time prior to the effective date of the Redomestication
if the Trustees determine that proceeding with the Redomestication is
inadvisable. If the Redomestication is not approved by shareholders of Voyageur
Investment Trust, or if the Trustees abandon the Redomestication, Voyageur
Investment Trust will continue to operate as a Massachusetts business trust. If
the Redomestication is approved by shareholders, it is expected to be completed
in the first half of 2005.
WHAT EFFECT WILL THE REDOMESTICATION HAVE ON THE CURRENT INVESTMENT ADVISORY
AGREEMENT?
As a result of the Redomestication, the DE Trust will be subject to an
investment advisory agreement between the DE Trust and DMC on behalf of each of
the DE Funds that will be identical in all material respects to the current
investment advisory agreement between DMC and Voyageur Investment Trust on
behalf of each of the MA Funds.
19
WHAT EFFECT WILL THE REDOMESTICATION HAVE ON THE SHAREHOLDER SERVICING
AGREEMENTS AND DISTRIBUTION PLANS?
The DE Trust, on behalf of the DE Funds, will enter into agreements
with Delaware Service Company, Inc. ("DSC") for fund accounting, transfer
agency, dividend disbursing and shareholder services that are substantially
identical to the agreements currently in place for Voyageur Investment Trust
with DSC. Delaware Distributors, L.P. ("DDLP"), will serve as the distributor
for the shares of the DE Funds under a separate underwriting agreement that is
substantially identical to the underwriting agreement currently in effect for
Voyageur Investment Trust with DDLP.
As of the effective date of the Redomestication, each DE Fund will have
a distribution plan under Rule 12b-1 of the 1940 Act relating to the
distribution of that DE Fund's classes of shares, which is identical in all
material respects to the distribution plan currently in place for the
corresponding classes of shares of the corresponding MA Fund. It is anticipated
that there will be no material change to the distribution plan as a result of
the Redomestication.
WHAT IS THE EFFECT OF SHAREHOLDER APPROVAL OF THE AGREEMENT?
Under the 1940 Act, the shareholders of a mutual fund must elect
trustees and approve the initial investment advisory agreement(s) for the fund.
In addition, if a mutual fund wants to operate under a manager of managers
structure (as described more fully above under Proposal 2), shareholders must
also approve the use of such structure. Theoretically, if the Agreement is
approved by shareholders and Voyageur Investment Trust is reorganized to a
Delaware statutory trust, the shareholders would need to vote on these three
items for the DE Trust.
The DE Trust and the DE Funds must obtain shareholder approval of these
items in order to comply with the 1940 Act and to operate in the same manner
they do currently after the Redomestication. The Trustees, however, have
determined that it is in the best interests of the shareholders to avoid the
considerable expense of another shareholder meeting to obtain these approvals
after the Redomestication. The Trustees, therefore, have determined that by
approving the Agreement you are also approving, for purposes of the 1940 Act:
(1) the election of the Trustees of Voyageur Investment Trust who are in office
at the time of the Redomestication (including the Trustees elected under
Proposal 1) as trustees of the DE Trust; (2) new investment advisory agreements
between the DE Trust and DMC on behalf of each DE Fund, which are identical in
all material respects to the investment advisory agreements currently in place
for the MA Funds; and (3) the manager of managers structure for a DE Fund, as
described in Proposal 2, but only in the event that such Proposal has been
approved by shareholders of the corresponding MA Fund.
Prior to the Redomestication, if the Agreement is approved by
shareholders of Voyageur Investment Trust, the officers will cause Voyageur
Investment Trust, as the sole shareholder of the DE Trust and each DE Fund, to
vote its shares FOR the matters specified above (or, with respect to the use of
the manager of managers structure, in the same manner as shareholders of the
particular MA Fund have voted on Proposal 2). This action will enable the DE
Trust to satisfy the requirements of the 1940 Act without involving the time and
expense of another shareholder meeting.
20
WHAT IS THE CAPITALIZATION AND STRUCTURE OF THE DE TRUST?
The DE Trust was formed as a Delaware statutory trust on September 30,
2004 pursuant to the Delaware Act. As of the effective date of the
Redomestication, the DE Trust will have separate series, each of which will
correspond to the similarly named series of Voyageur Investment Trust, each with
an unlimited number of shares of beneficial interest without par value
authorized. The shares of each DE Fund will be allocated into classes to
correspond to the current classes of shares of the corresponding MA Fund.
As of the effective date of the Redomestication, like the existing
shares you hold, outstanding shares of the DE Trust will be fully paid,
nonassessable (e.g., you will not owe any further money to Voyageur Investment
Trust to own your shares), and have no preemptive or subscription rights (e.g.,
no special rights to purchase shares in advance of other investors). The DE
Trust will also have the same fiscal year as Voyageur Investment Trust.
ARE THERE ANY TAX CONSEQUENCES FOR SHAREHOLDERS?
The Redomestication is designed to be "tax-free" for federal income tax
purposes so that you will not experience a taxable gain or loss when the
Redomestication is completed. Generally, the basis and holding period of your
shares in a DE Fund will be the same as the basis and holding period of your
shares in the corresponding MA Fund. Consummation of the Redomestication is
subject to receipt of a legal opinion from the law firm of Stradley Ronon
Stevens & Young, LLP, counsel to the DE Trust and Voyageur Investment Trust,
that, under the Internal Revenue Code of 1986, as amended, the Redomestication
will not give rise to the recognition of income, gain, or loss for federal
income tax purposes to Voyageur Investment Trust, the MA Funds, the DE Trust, or
the DE Funds, or to their shareholders.
WHAT IF I CHOOSE TO SELL MY SHARES AT ANY TIME?
A request to sell MA Fund shares that is received and processed prior
to the effective date of the Redomestication will be treated as a redemption of
shares of that MA Fund. A request to sell shares that is received and processed
after the effective date of the Redomestication will be treated as a request for
the redemption of the same number of shares of the corresponding DE Fund.
WHAT IS THE EFFECT OF MY VOTING "FOR" THE AGREEMENT?
By voting "FOR" the Agreement, and if the Redomestication is approved
and completed, you will become a shareholder of a mutual fund organized as a
Delaware statutory trust, with trustees, investment advisory agreements, a
distribution plan, and other service arrangements that are substantially
identical to those currently in place for your corresponding MA Fund or Funds.
In addition, if the Redomestication is approved and completed, you will have the
same exchange and conversion rights that you have currently, including counting
the time you held shares of an MA Fund for purposes of calculating any
redemption fee or contingent deferred sales charges on shares you receive of the
corresponding DE Fund.
21
WHAT IS NECESSARY TO APPROVE THE AGREEMENT?
Assuming a Quorum is present, the approval of the Agreement requires an
affirmative Majority Vote of the outstanding shares of the series of the Trust.
THE VIT BOARD OF TRUSTEES RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 3.
INDEPENDENT AUDITORS
The firm of Ernst & Young LLP has been selected as the independent
auditors for each of the Trusts for their current fiscal year. The Audit
Committee must approve all audit and non-audit services provided by Ernst &
Young LLP relating to the operations or financial reporting of the Trusts. The
Audit Committee reviews any audit or non-audit services to be provided by Ernst
& Young LLP to determine whether they are appropriate and permissible under
applicable law.
The Audit Committee has adopted policies and procedures to provide a
framework for the Audit Committee's consideration of non-audit services by Ernst
& Young LLP. These policies and procedures require that any non-audit service to
be provided by Ernst & Young LLP to a Trust, DMC or any entity controlling, controlled by, or under common control with DMCany of the foregoing. The table in Appendix D shows the dollar range of shares of each Fund and the aggregate dollar range of shares of the Delaware Investments® Family of Funds that relate directlywere beneficially owned by each Trustee Nominee as of June 30, 2009.
Each Independent Trustee is compensated by the Trusts. Mr. Coyne, the sole Trustee who is not an Independent Trustee, is not compensated by the Trusts for serving as Trustee. Trust officers are not compensated by the Trust. The table in Appendix E shows the compensation that each Independent Trustee received from each Trust during the 12-month period ended June 30, 2009 and the aggregate compensation that each Independent Trustee received from the Delaware Investments Family of Funds during that period. In addition, the Independent Trustees received separate compensation from the Trusts for the meetings held in connection with their review of the transaction described under Proposal 2 below.
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 to this Proxy Statement identifies the operationsprincipal officers of the Trusts, and provides certain background and related information.
What are the standing committees of the Boards?
Each Trust’s Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Independent Trustees Committee, and the Investments Committee.
Audit Committee. This committee monitors accounting and financial reporting policies and practices and internal controls for a Trust. The Audit Committee also oversees the quality and objectivity of a TrustTrust’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 Trust’s Audit Committee
5
consists of the following Independent Trustees: Thomas F. Madison, Chairman; Thomas L. Bennett; John A. Fry; and J. Richard Zecher. Each Trust’s Audit Committee held six meetings during the 12-month period ended June 30, 2009.
Nominating and Corporate Governance Committee. Information on the Nominating and Corporate Governance Committee is provided above under “How are subjectnominees for Trustee selected?”
Independent Trustees Committee.This committee develops and recommends to pre-approvalthe Boards a set of corporate governance principles and oversees the evaluation of the Boards, the committees, and Board activities. The committee is comprised of all of the Independent Trustees. Each Trust’s Independent Trustees Committee held four meetings during the 12-month period ended June 30, 2009.
Investments Committee. The primary purposes of the Investments Committee are to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds by their investment adviser as well as any sub-advisers; (ii) review all proposed advisory and sub-advisory agreements for new Funds or proposed amendments to existing 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 Funds’ investment adviser regarding investment performance and expenses and suggest changes to such reports. Each Board’s Investments Committee consists of the following Independent Trustees: Thomas L. Bennett, Chairman; Anthony D. Knerr; Lucinda S. Landreth; Ann R. Leven (ex officio); Janet L. Yeomans; and J. Richard Zecher. Each Investments Committee held four meetings during the 12-month period ended June 30, 2009.
Who are the Trusts’ independent auditors?
Selection of Auditors. For each Trust, the Audit Committee orand the Chairperson ofBoard have selected the Audit Committee before such service is
provided.
Representativesfirm of Ernst & Young LLP (“E&Y”) to serve as the Funds’ independent registered public accounting firm. Representatives of E&Y are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and
will be available should any matter arise requiring Ernst & Young LLP's
presence.
AUDIT FEES. Thetelephonically if necessary.
Audit Fees. Appendix G shows for each Trust the aggregate fees billed for each of the last two fiscal years for professional services rendered by Ernst & Young LLP in
connection withE&Y for the annual audit of each Trust'sthe 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 the independent auditorsE&Y in connection with statutory and regulatory filings or engagements for thethose fiscal years.
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Audit-Related Fees. No Trust was billed during its last two fiscal years (ended on or before October 31, 2004) for the Trusts are set forth in Exhibit E
hereto.
AUDIT-RELATED FEES. There were no fees billed by Ernst & Young LLP for assurance and otherrelated services rendered by E&Y that were reasonably related to the performanceaudit or review of the audit
of each Trust'sTrust’s financial statements andbut where such services were not reported above under "Audit Fees"“Audit Fees” above. Appendix G shows for the last two fiscal years (ended on or before October 31, 2004).
Theof each Trust the aggregate audit-related fees billed by Ernst & Young LLPE&Y for assurance and otherproviding such services relating to the performance of the audit of the financial statements of
DMC andFunds’ investment adviser or other service providers that are under common control with DMC that relate
directly to the operations or financial reporting of a Trust for the twelve
month periods ended October 31, 2004 and 2003 are set forth in Exhibit E.Funds’ investment adviser. These audit-related services were as follows:consisted of the issuance of reports concerning the Funds’ transfer agent'sagent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities Exchange Act; issuanceAct of agreed upon procedures reports to1934, as amended.
Tax Fees. Appendix G also shows for each Trust the
Fund's Board in connection with the annual transfer agent and fund accounting
service agent contract renewals and the pass-through of internal legal cost
relating to the operations of the Trusts; and preparation of Report on Controls
Placed in Operation and Tests of Operating Effectiveness Relating to the
Retirement Plan Services Division ("SAS 70 Report"). None of these services were
approved by the Audit Committee pursuant to the de minimis exception from the
pre-approval requirement of Regulation S-X.
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TAX FEES. The aggregate fees billed in each of the last two fiscal years for professional services rendered by Ernst & Young LLPE&Y to the Trust for tax compliance, tax advice, and tax planning (together "tax-related services")
provided to the Trusts for the last two fiscal years (ended on or before October
31, 2004) are set forth in Exhibit E. None of these services were approved by
the Audit Committee pursuant to the de minimis exception from the pre-approval
requirement of Regulation S-X.planning. These tax-related services were as follows:consisted of the review of income tax returns and annual excise distribution calculations.
There were no fees billed by Ernst & Young LLPcalculations and, for tax-related services
provided to DMC and other service providers under common control with DMC that
relate directly to the operations or financial reporting of a Trust for the
twelve month periods ended October 31, 2004 and 2003.
ALL OTHER FEES. There were no fees billed by Ernst & Young LLP for
products and services other than those set forth above for the Trusts' last two
fiscal years.
There were no fees for products and services other than those set forth
above billed by Ernst & Young LLP to DMC and other service providers under
common control with DMC and that relate directly to the operations or financial
reportingcertain of the Trusts.
AGGREGATE NON-AUDIT FEES TO THE TRUSTS, DMC AND SERVICE PROVIDER
AFFILIATES. The aggregate non-audit fees billed by Ernst & Young LLP forTrusts, tax compliance services renderedwith respect to the Trusts for theirinvestments in foreign securities. E&Y did not during any Trust’s last two fiscal years and to DMC and
other service providers under common control with DMC for the twelve month
periods ended October 31, 2004 and 2003, are set forth in Exhibit E hereto.
In connection with its selection of the independent auditors, the Audit
Committee has considered Ernst & Young LLP's provision of non-auditprovide any such services to DMC andthe Funds’ investment adviser or other service providers under common control with the DMCFunds’ investment adviser.
Aggregate Non-Audit Fees. Appendix G also shows, for each Trust’s last two fiscal years, the aggregate non-audit fees billed by E&Y for services rendered to the Trust, its investment adviser, and any entity controlling, controlled by, or under common control with its investment adviser that provides ongoing services to the Trust.
For each Trust, the Audit Committee has considered whether the provision of non-audit services that were not
requiredrendered to be pre-approved pursuantthe Trust’s investment adviser, and any entity controlling, controlled by, or under common control with the Trust’s investment adviser that provides ongoing services to Rule 2-01(c)(7)(ii)the Trust, is compatible with maintaining the independence of Regulation S-X.E&Y. The Audit Committee has determined that the independent auditors'E&Y’s provision of these services is compatible with maintaining E&Y’s independence. E&Y currently is analyzing whether its independence will be affected after the auditors' independence.
completion of the transaction described in Proposal 2 as a result of services provided by E&Y to Macquarie Group Limited and its affiliates.
All Other Fees. There were no additional fees paid by any Trust or by the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser during such Trust’s last two fiscal years for products and services provided by E&Y, other than the services reported above.
Pre-Approval Policies and Procedures. Each Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth in Appendix H to this Proxy Statement. All of the fees disclosed above were pre-approved pursuant to
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the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve any of the services described above pursuant to thede minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.
What is the required vote to elect Trustees?
Provided that Quorum requirements (as defined below in “Voting Information”) have been satisfied, the Trustee Nominees will be elected to the Board of each 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 nine Trustee Nominees receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL
TRUSTEE NOMINEES.
PROPOSAL 2: TO APPROVE A NEW INVESTMENT
ADVISORY AGREEMENT
Introduction to Proposal 2
In Proposal 2, you are being asked to approve a new investment advisory agreement between your Fund and Delaware Management Company (“DMC”) (each, a “New Investment Advisory Agreement”). DMC currently serves as investment adviser for each Fund, but, for the reasons discussed below, a New Investment Advisory Agreement will be required if the Transaction (as defined below) is completed. For a general description of the proposed New Investment Advisory Agreements and a comparison of the proposed New Investment Advisory Agreements and the investment advisory agreements currently in effect for each Fund (each, a “Current Investment Advisory Agreement”), see “The New Investment Advisory Agreements” below. The form of the New Investment Advisory Agreements is presented in Appendix I. The date of each Fund’s Current Investment Advisory Agreement and the date on which it was last approved by shareholders are provided in Appendix J.
The Boards are proposing the approval of the New Investment Advisory Agreements because the Current Investment Advisory Agreements will terminate upon completion of the Transaction. As required by the 1940 Act, each Current Investment Advisory Agreement terminates automatically upon its “assignment.” Under the 1940 Act, a change in control of an investment adviser constitutes an “assignment.” The consummation of the Transaction will result in a change of
8
control of DMC, and thus, the assignment and automatic termination of the Current Investment Advisory Agreements. Shareholders of each Fund are therefore being asked to approve a New Investment Advisory Agreement for their Fund. Each New Investment Advisory Agreement would become effective only if approved by the shareholders of the applicable Fund and if the Transaction is completed. Although the closing of the Transaction (the “Closing”) is currently expected to take place on or about December 31, 2009, if the Transaction is not completed or the Transaction Agreement (as defined below) is terminated, the New Investment Advisory Agreements will not go into effect and the Current Investment Advisory Agreements will continue in effect.
Description of the Transaction
Lincoln National Corporation (“LNC”) and its indirect, wholly owned subsidiary, Lincoln National Investment Companies, Inc. (“LNIC”), entered into a definitive agreement (the “Transaction Agreement”), dated as of August 18, 2009, with Macquarie Bank Limited, whereby LNIC will sell all of the issued and outstanding capital stock of Delaware Management Holdings, Inc. (“DMHI”) to Macquarie Bank Limited (or a subsidiary thereof) (the “Transaction”). Certain Fund service providers are subsidiaries of DMHI and will be included in the Transaction, including DMC, Delaware Service Company, Inc. (“DSC”), the fund accounting and financial administration oversight provider and transfer agent for the Funds, and Delaware Distributors, L.P. (“DDLP”), the principal underwriter for the Funds. DMHI and its subsidiaries are referred to collectively as “Delaware Investments.”
Macquarie Group Limited and its various subsidiaries (including Macquarie Bank Limited) are referred to collectively as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited (or a permitted assignee) to pay LNIC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, subject to certain specified closing adjustments at and after the Closing. The Closing is subject to the satisfaction or waiver of customary closing conditions, including (i) annualized advisory fees payable to Delaware Investments by all clients that have consented to the assignment of their investment advisory agreements or approved a new investment advisory agreement (including the Trusts) not being less than a minimum percentage of annualized advisory fees payable to Delaware Investments as of April 30, 2009 and (ii) the parties obtaining certain domestic and international regulatory approvals (including expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
DMC manages the assets of each Fund and makes each Fund’s investment decisions, subject to the supervision of the Board of each Trust. DMC is a series of Delaware Management Business Trust (“DMBT”), which is an indirect subsidiary of
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DMHI. DMC, DMBT, and DMHI are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Delaware Investments has been managing mutual funds since 1938. As of June 30, 2009, Delaware Investments managed, in the aggregate, more than $120 billion in assets in various institutional, separately managed, investment company, and insurance accounts. DMHI, a Delaware corporation, is a holding company that, through its subsidiaries and affiliates, provides investment advisory, asset management, administrative, broker/dealer, and related products and services. DMHI’s asset management capabilities include the ability to manage equity, fixed income, and money market securities, which are offered through vehicles such as mutual funds, closed-end funds, privately managed accounts, and institutional separate accounts. DMHI is an indirect, wholly owned subsidiary of, and subject to ultimate majority control of, LNC, which is a publicly traded corporation. LNC is a diversified organization with operations in many aspects of the financial services industry, including insurance and investment management. LNIC is an Indiana corporation and an indirect, wholly owned subsidiary of LNC. LNIC owns 100% of the issued and outstanding common stock of DMHI. After the Transaction, DMHI will be an indirect, wholly owned subsidiary of Macquarie Group Limited.
Macquarie Group is a global provider of banking, financial, advisory, investment and fund management services. Macquarie Group Limited, No. 1 Martin Place, Sydney, New South Wales 2000, Australia, is listed on the Australian Securities Exchange (ASX:MQG) and is regulated by the Australian Prudential Regulation Authority, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Founded in 1969, Macquarie Group now operates in more than 70 office locations in over 26 countries. Macquarie Group employed approximately 12,500 people and had assets under management of $190 billion as of July 31, 2009. Macquarie Group has been active in North America for over a decade. Macquarie Group currently has more than 1,900 professionals in offices in 25 North American locations. Macquarie Funds Group, the asset management arm of Macquarie Group, is a full service global fund manager with over 25 years’ experience and offers a range of investments for retail and institutional investors across a variety of asset classes including fixed income, cash, currencies, equities, commodities, emerging markets, listed infrastructure and listed real estate as well as private equity and hedge fund of funds. Macquarie Funds Group employs over 600 staff across 19 locations globally with assets under management of approximately $67 billion as of July 31, 2009. More information on Macquarie Group’s operations is available at www.macquarie.com.au and at www.macquarie.com/us.
Australian Banking Regulations require the following disclaimer to be made:Investments in the Funds are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies including their subsidiaries or related companies, and are subject to investment risk,
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including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of any Fund, the repayment of capital from any Fund, or any particular rate of return.
The Transaction is part of Macquarie Group’s strategy to develop a global asset management capability through building a highly regarded team of investment professionals, offering an attractive suite of investment products and gaining broader access to markets in the United States. Macquarie Group values DMC’s focus on the advisory segment of the U.S. market, its significant investment management capabilities, and its experienced management team. The Transaction is not currently expected to result in a change in the persons responsible for the day-to-day management of the Funds or in the operation of the Funds. Moreover, it is currently anticipated that following the Closing, DMHI, DMC, DDLP, DSC, and the Funds will continue to operate in substantially the same manner as at present, and the Delaware Investments brand will remain with the business. Upon completion of the Transaction, the combined assets under management of Macquarie Group, including DMHI and its subsidiaries, are expected to be over $300 billion. After the Transaction, DMHI and its subsidiaries (including DMC) will remain headquartered in Philadelphia. Investment management professionals serving DMC’s clients are not currently expected to change as a result of the Transaction. Clients of DMC may be offered opportunities to invest in new products with access to Macquarie Group’s investment strategies, notably in real assets, global fixed income securities, and alternative investments. Macquarie Group clients across its global network may be offered investment products involving Delaware Investments’ investment strategies in structures designed specifically for them. Macquarie Group also currently anticipates providing additional funding to support the growth of DMC and its affiliates, for example through potential investment in operations and distribution and a commitment to expanding its multi-boutique approach.
In anticipation of the Transaction, the Boards have had a number of telephonic and in-person meetings and met both formally and in informational sessions between April 16, 2009 and September 3, 2009, for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a New Investment Advisory Agreement. The 1940 Act requires that each Fund’s New Investment Advisory Agreement be approved by the Fund’s shareholders in order to become effective. At the in-person meeting held on September 3, 2009, for the reasons discussed below under “Board considerations in approving the New Investment Advisory Agreements,” the Boards, including a majority of each Board’s Independent Trustees, approved the New Investment Advisory Agreements as being in the best interests of the Funds and their shareholders and recommended their approval by shareholders. In the event shareholders of a Fund do not approve a New Investment Advisory Agreement, the Fund’s Board will take such action as it deems
11
to be in the best interests of the Fund and its shareholders, including entering into a temporary, interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act pending further solicitation of shareholder approval.
Section 15(f) of the 1940 Act
The Boards have been advised that the parties intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe-harbor whereby an owner (such as LNC and LNIC) 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). Macquarie Bank Limited has agreed as part of the Transaction Agreement that, following the Closing, 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 date and to the extent within its control, Macquarie Bank Limited has agreed to conduct its business (and to cause each of its affiliates to conduct its business) so as to assure that the two aforementioned conditions are satisfied.
The New Investment Advisory Agreements
Each Fund’s New Investment Advisory Agreement will be substantially similar to its Current Investment Advisory Agreement. Appendix I contains the form of the New Investment Advisory Agreement. The following is a comparison of certain provisions of the New Investment Advisory Agreements and Current Investment Advisory Agreements.
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Fees. There will be no change in the fee schedule applicable to any Fund under its New Investment Advisory Agreement. All currently effective contractual expense limitations or reimbursements will remain in place after the Transaction until the end of their respective terms, and Macquarie Group has no present intention to cause DMC to alter any voluntary expense limitations or reimbursements currently in effect for the Funds.
Investment Advisory Services. Each New Investment Advisory Agreement requires DMC to provide the same services to the applicable Funds as it does under the Current Investment Advisory Agreement. Each Fund’s New Investment Advisory Agreement generally provides that, subject to the direction and control of the Fund’s Board, DMC shall (i) regularly make decisions as to what securities and other instruments to purchase and sell on behalf of the Fund; (ii) effect the purchase and sale of those investments in furtherance of the Fund’s objectives and policies; and (iii) furnish the Board with information and reports regarding the Fund’s investments as DMC deems appropriate or as the Board may reasonably request.
Subject to the primary objective of obtaining best execution, DMC may place orders for the purchase and sale of portfolio securities and other instruments with broker/dealers that provide statistical, factual, or financial information and services to a Fund, to DMC, or to other clients of DMC. Both the Current and New Investment Advisory Agreement for each Fund provide that the services of DMC are not exclusive to the Funds, and DMC and its affiliates may render services to others.
The New Investment Advisory Agreements provide that 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 Fund. DMC may terminate a sub-adviser in its sole discretion at any time to the extent permitted by applicable law. A similar provision is included in the Current Investment Advisory Agreements.
Fund Administration Services. DMC and Macquarie Group have advised the Boards that they anticipate and intend that the nature and level of administrative services provided to the Funds under their Current Investment Advisory Agreements, in combination with any administrative services agreements, will not be diminished as a result of the Transaction or the implementation of the New Investment Advisory Agreements. In addition, any fees for administrative services, whether payable under a Current Investment Advisory Agreement or a separate administrative agreement, will not increase as a direct result of the Transaction or the New Investment Advisory Agreement.
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Payment of Expenses. The provisions contained in each Fund’s New Investment Advisory Agreement addressing allocation of expenses are substantially similar in all material respects to those contained in that Fund’s Current Investment Advisory Agreement. Both the Current and New Investment Advisory Agreements provide that each Fund is responsible for its own expenses, including costs incurred in the maintenance of a Fund’s corporate existence; the maintenance of the Fund’s books, records and procedures; dealing with the Fund’s shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. In addition, to avoid uncertainty, certain other expenses paid by the Funds under the Current Investment Advisory Agreement are listed expressly as Fund expenses in the New Investment Advisory Agreement. These expenses include auditing, fund accounting and financial administration fees, and other costs and expenses approved by the Board. Except as expressly provided for in the Current and New Investment Advisory Agreements, DMC is not responsible for a Fund’s expenses. The costs of the Transaction, however, are treated differently. See “Board considerations in approving the New Investment Advisory Agreement – Comparative Expenses.”
Trustees, officers, and employees of DMC may be Trustees and officers of the Trusts, but trustees, officers, and employees of DMC who are Trustees, officers and/ or employees of the Trusts do not receive any compensation from the Trusts for acting in a dual capacity. DMC and the Trusts may share common facilities, which may include legal and accounting personnel, with appropriate proration of expenses between the applicable Fund and DMC.
Limitation on Liability. Under the Current and New Investment Advisory Agreements, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the investment adviser to a Fund, DMC shall not be liable to a Fund or to any shareholder for any action or omission arising in the course of, or connected with, rendering its services under the Agreement or for any losses arising from the purchase, holding, or sale of any security, or otherwise.
Term and Continuance. If approved by shareholders of a Fund, the New Investment Advisory Agreement for the Fund will continue in effect for an initial period of two years from the date of implementation, and may be renewed thereafter provided that its renewal is specifically approved at least annually by both (i) the vote of a majority of the Fund’s Board or the vote of a 1940 Act Majority (as defined below) of the outstanding voting securities of the Fund and (ii) the vote of a majority
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of the Independent Trustees cast in person at a meeting called for the purpose of voting on the approval. The Current Investment Advisory Agreements have similar provisions for their term and continuance. The initial two-year period has elapsed for most of the Current Investment Advisory Agreements, which were most recently approved by the applicable Fund’s Board in May 2009.
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.
Termination. Each Fund’s New Investment Advisory Agreement generally provides that the Agreement may be terminated at any time, without the payment of any penalty, by the Fund upon giving DMC 60 days’ written notice, provided that the termination is directed or approved by the vote of a majority of the Fund’s Board or by the vote of a 1940 Act Majority of the Fund’s outstanding voting securities. The New Investment Advisory Agreements may also be terminated by DMC on 60 days’ written notice. As required by the 1940 Act, each New Investment Advisory Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act). The Current Investment Advisory Agreements contain similar termination provisions.
Proxy Voting. Each Fund’s New Investment Advisory Agreement provides explicitly that DMC shall be responsible for voting proxies of portfolio securities of each Fund, a service currently provided by DMC but not provided for explicitly in the Current Investment Advisory Agreement.
Amendments. To incorporate explicitly the requirements of the 1940 Act, each Fund’s New Investment Advisory Agreement provides that it may not be amended without a shareholder vote and a vote of the Independent Trustees, but that it may be amended without shareholder approval if the amendment relates solely to a change for which applicable laws and regulations do not require shareholder approval. Each Fund’s Current Investment Advisory Agreement does not contain a similar provision. The New Investment Advisory Agreements provide that they may be amended pursuant to a written agreement executed by a Fund and DMC.
Other Changes. Each Fund’s New Investment Advisory Agreement conforms the Current Investment Advisory Agreement to currently applicable laws and regulations and includes a number of minor wording changes that clarify non-material ambiguities in the Current Investment Advisory Agreement.
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Additional Information. A discussion of the basis for a Board’s approval of each Fund’s Current Investment Advisory Agreement is available, or will be made available, in the Fund’s most recent or next-published annual or semiannual report to shareholders. Appendix J provides information on the Current Investment Advisory Agreements, including their dates, the dates of last shareholder approval, and the reason for the most recent submission to shareholders. Exhibit A to Appendix I discloses the rate of compensation of DMC under both the Current Investment Advisory Agreement and the New Investment Advisory Agreement. Appendix K describes for each Fund the aggregate amount of DMC’s fees and the amount and purpose of any other material payments to DMC (including any affiliated person of DMC) for services provided to each Fund during the last fiscal year of the Fund. These services will continue to be provided if the New Investment Advisory Agreements are approved. For other registered funds advised by DMC that have investment objectives similar to those of the Funds, Appendix L sets forth the fund’s name, the fund’s net assets as of July 31, 2009, the rate of DMC’s compensation, and whether DMC has waived, reduced, or otherwise agreed to reduce its compensation under the applicable contract.
Additional information about DMC
Appendix M provides the name, address and principal occupation of each executive officer and each trustee of DMC, and each individual who is an officer or Trustee of the Trusts and who is also an officer, employee or shareholder of DMC. Mr. Coyne, a Trustee and executive officer of the Trusts, and certain other executive officers of the Trusts, may be deemed to have a substantial interest in this Proposal 2 arising from equity interests (the “Equity Interests”) they hold in Delaware Investments U.S., Inc. (“DIUS”), a subsidiary of DMHI and indirect parent of DMC. These persons may indirectly receive a portion of the purchase consideration for the Transaction as a result of the accelerated vesting of the Equity Interests caused by the Transaction. Based on the purchase consideration described above and other valuations, the approximate Equity Interests as a percentage of issued and outstanding equity of DIUS held by these persons as of August 18, 2009 are as follows: Patrick P. Coyne 0.32%; Michael J. Hogan 0.25%; See Yeng Quek 0.29%; David P. O’Connor 0.17%; and Richard Salus 0.01%. See Appendix M for a list of the executive officer positions with the Trusts of each of the above named individuals. Generally, the Equity Interests will be fully vested and may be put back to DIUS or called by DIUS not later than thirteen months following the Closing. The holders of the Equity Interests will only obtain a portion of the purchase consideration if they put their vested Equity Interests back to DIUS or their Equity Interests are called by DIUS, and the dollar value of the Equity Interests will be ascertained at the time of the put or call, as the case may be. Certain other officers of DMC who are also officers of the Trusts own or hold vested or unvested stock or options on stock of LNC.
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Board considerations in approving the New Investment Advisory Agreements
At an in-person meeting held on September 3, 2009, the Boards, including the Independent Trustees, discussed and unanimously approved the New Investment Advisory Agreement between each Fund and DMC. Concluding that approval of the New Investment Advisory Agreement would be in the best interests of each Fund and its shareholders, the Boards also directed that each New Investment Advisory Agreement be submitted to the applicable Fund shareholders for approval, and recommended that shareholders vote“FOR” approval of each New Investment Advisory Agreement.
Prior to their consideration of the New Investment Advisory Agreements, pursuant to letters from their independent legal counsel addressed to Macquarie Group and DMC, the Independent Trustees requested extensive materials about the Transaction and matters related to the proposed approvals. To assist the Boards in considering the New Investment Advisory Agreements, Macquarie Group provided materials and information about Macquarie Group, including detailed written responses to the questions posed to it by the Independent Trustees. DMC also provided materials and information about the Transaction, including detailed written responses to the questions posed to it by the Independent Trustees. The Boards requested and received certain information regarding the policies of DMC with respect to advisory fee levels and DMC’s philosophy with respect to breakpoints; the structure of portfolio manager compensation; DMC’s profitability; as well as any constraints or limitations on the availability of securities in certain investment styles that might inhibit DMC’s ability to invest fully in accordance with Fund policies.
The Coordinating Trustee and the Chair of each committee of the Boards, together with their independent legal counsel and Fund counsel, met with representatives of DMC and Macquarie Group to discuss the Transaction in very preliminary terms. Thereafter, the Independent Trustees, together with their independent legal counsel and Fund counsel, participated in a combination of four separate in-person meetings and telephone conference calls with representatives of DMC and Macquarie Group. In addition, management of DMC and certain Independent Trustees met in person or by telephone on several other occasions during the months preceding the Boards’ in-person meeting on September 3, 2009. At these meetings and on these telephone calls, the Transaction and future plans for DMC and the Funds were discussed at length. Finally, the Independent Trustees consulted with their independent legal counsel in executive sessions on numerous occasions during the time period covered by the negotiation of the Transaction and discussed, among other things, the legal standards applicable to their review of the New Investment Advisory Agreements and certain other contracts and considerations relevant to their deliberations on whether to approve the New Investment Advisory Agreements.
17
At the in-person meetings and telephonic conference calls, the Trustees discussed the Transaction with DMC management and with key Macquarie Group representatives. The meetings included discussions of the strategic rationale for the Transaction as discussed above under “Description of the Transaction,” and Macquarie Group’s general plans and intentions regarding the Funds and DMC. On these occasions, representatives of DMC and Macquarie Group made presentations to, and responded to questions from, the Trustees. The Board members also inquired about the plans for, and anticipated roles and responsibilities of, key employees and officers of DMHI and DMC in connection with the Transaction.
In connection with the Trustees’ review of the New Investment Advisory Agreements, DMC and/or Macquarie Group emphasized that:
They expected that there will be no adverse changes as a result of the Transaction in the nature, quality, or extent of services currently provided to the Funds and their shareholders, including investment management, distribution, or other shareholder services;
No material changes in personnel or operations are currently contemplated in the operation of DMC under Macquarie Group as a result of the Transaction and no material changes are currently contemplated in connection with third party service providers to the Funds;
Macquarie Group has no present intention to cause DMC to alter the voluntary expense limitations and reimbursements currently in effect for the Funds; and
Under the Transaction Agreement, Macquarie Bank Limited has agreed to conduct, and to cause its affiliates to conduct, their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act with respect to the Funds to the extent within its control, including maintaining Board composition of at least 75% of the Board members qualifying as Independent Trustees and not imposing any “unfair burden” on the Funds for at least two years from the Closing.
In addition to the information provided by DMC and Macquarie Group as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the New Investment Advisory Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, for each Fund, the Trustees determined that the overall arrangements between the Fund and DMC, as provided in its respective New Investment Advisory Agreement, including the proposed advisory fees and
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the related administration arrangements between the Fund and DMC, were fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the Trustees considered relevant. Factors evaluated included:
The potential for expanding distribution of Fund shares through access to Macquarie Group’s existing distribution channels;
Delaware Investments’ acquisition of an exclusive wholesaling sales force from a subsidiary of LNC;
The reputation, financial strength, and resources of Macquarie Group as well as its historic and ongoing commitment to the asset management business in Australia and other parts of the world;
The terms and conditions of the New Investment Advisory Agreements, including that each Fund’s contractual fee rate under the New Investment Advisory Agreements will remain the same (see “The New Investment Advisory Agreements” above);
The Boards’ full annual review (or initial approval) of the Current Investment Advisory Agreements at their in-person meeting in May 2009 as required by the 1940 Act and their determination at that time that (i) DMC had the capabilities, resources, and personnel necessary to provide the satisfactory advisory and administrative services currently provided to each Fund and (ii) the advisory and/or management fees paid by each Fund, taking into account any applicable fee limitations and breakpoints, represented reasonable compensation to DMC in light of the services provided, the costs to DMC of providing those services, economies of scale, and the fees and other expenses paid by similar funds and such other matters that the Boards considered relevant in the exercise of their reasonable judgment;
The portfolio management teams for the Funds are not currently expected to change as a result of the Transaction;
LNIC’s and Macquarie Bank Limited’s execution of an agreement with the Trusts (the “Expense Agreement”) pursuant to which LNIC and Macquarie Bank Limited have agreed to pay (or reimburse) all reasonable out-of-pocket costs and expenses of the Funds in connection with the Boards’ consideration of the Transaction, the New Investment Advisory Agreements and related agreements, and all costs related to proxy solicitation (subject to certain limited exceptions);
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The likelihood that Macquarie Group would invest additional amounts in Delaware Investments, including DMC, which could result in increased assets under management, which would in turn allow some Funds the potential opportunity to achieve economies of scale and lower fees payable by Fund shareholders; and
The compliance and regulatory history of Macquarie Group and its affiliates.
Certain of these considerations are discussed in more detail below.
In making their decision relating to the approval of each Fund’s New Investment Advisory Agreement, the Independent 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 New Investment Advisory Agreements.
Nature, Extent, and Quality of Service. The Trustees considered the services historically provided by DMC to the Funds and their shareholders. In reviewing the nature, extent, and quality of services, the Boards considered that the New Investment Advisory Agreements will be substantially similar to the Current Investment Advisory Agreements (as discussed above under “The New Investment Advisory Agreements”), and they therefore considered the many reports furnished to them throughout 2008 and 2009 at regular Board meetings covering matters such as the relative performance of the Funds; the compliance of portfolio managers with the investment policies, strategies, and restrictions for the Funds; the compliance of management personnel with the Code of Ethics adopted throughout the Delaware Investments® Family of Funds; and the adherence to fair value pricing procedures as established by the Boards. The Trustees were pleased with the current staffing of DMC and the emphasis placed on research and risk management in the investment process. Favorable consideration was given to DMC’s efforts to maintain expenditures and, in some instances, increase financial and human resources committed to Fund matters.
The Boards also considered the transfer agent and shareholder services that would continue to be provided to Fund shareholders by DMC’s affiliate, DSC. The Boards routinely review and have been impressed by DSC’s performance. The Trustees noted, in particular, DSC’s commitment to maintain a high level of service as well as DSC’s expenditures to improve the delivery of shareholder services. The Boards were assured that shareholders would continue to receive the benefits provided to Fund shareholders by being part of the Delaware Investments Family of Funds, including each shareholder’s ability to exchange an investment in one Fund for the same class of shares in another Fund without a sales charge, to reinvest Fund dividends into additional shares of any of the Funds, and the privilege to combine holdings in other Funds to obtain a reduced sales charge.
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Based on the information provided by DMC and Macquarie Group, including that Macquarie Group and DMC currently expected no material changes as a result of the Transaction in (i) personnel or operations of DMC or (ii) third party service providers to the Funds, the Boards concluded that the satisfactory nature, extent, and quality of services currently provided to the Funds and their shareholders were very likely to continue under the New Investment Advisory Agreements. Moreover, the Boards concluded that the Funds would probably benefit from the expanded distribution resources that would become available to Delaware Investments following the Transaction. The Boards also concluded that it was very unlikely that any “unfair burden” would be imposed on any of the Funds for the first two years following the Closing as a result of the Transaction. Consequently, the Boards concluded that they did not expect the Transaction to result in any adverse changes in the nature, quality, or extent of services (including investment management, distribution, or other shareholder services) currently provided to the Funds and their shareholders.
Investment Performance. The Boards considered the overall investment performance of DMC and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. Although the Trustees gave appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to their review of investment performance in connection with the approval of the Current Investment Advisory Agreements at the Board meeting held in May 2009. At that meeting, the Trustees reviewed reports for each Fund prepared by Lipper, Inc., an independent statistical compilation organization (“Lipper”), which showed the Fund’s investment performance as of December 31, 2008 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 each Fund was shown for the past 1-, 3-, 5-, and 10-year periods, to the extent applicable, compared to that of the Performance Universe. The Boards’ objective was that each Fund’s performance for the periods considered be at or above the median of its Performance Universe. During the May 2009 review process, the Trustees observed the significant improvements to relative investment performance of the funds in the Delaware Investments® Family of Funds as compared to the funds’ performance as of December 31, 2007.
At their meeting on September 3, 2009, the Trustees, including the Independent Trustees in consultation with their independent counsel, updated their examination of the investment performance of each fund in the Delaware Investments Family
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of Funds. The Trustees compared the performance of each fund in the Delaware Investments® Family of Funds to that of its respective Performance Universe for the 1-, 3-, 5-, and 10-year periods ended June 30, 2009 and compared its relative investment performance against the corresponding relative investment performance of each fund in the Delaware Investments Family of Funds for such time periods ended December 31, 2008, to the extent applicable. As of June 30, 2009, 30 of the funds in the Delaware Investments Family of Funds had investment performance relative to that of the respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for all applicable time periods. At June 30, 2009, an additional six funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for a majority of the applicable time periods. At June 30, 2009, 15 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for an equal number of the applicable time periods, and only 29 funds in the Delaware Investments Family of Funds had poorer relative investment performance at June 30, 2009 compared to that at December 31, 2008.
The Boards therefore concluded that the investment performance of the funds in the Delaware Investments Family of Funds on an aggregate basis had continued to improve relative to their respective Performance Universe since the data reviewed at the May 2009 meeting.Based on information provided by DMC and Macquarie Group, the Boards concluded that neither the Transaction nor the New Investment Advisory Agreement would likely have an adverse effect on the investment performance of any Fund because (i) DMC and Macquarie Group did not currently expect the Transaction to cause any material change to the Funds’ portfolio management teams responsible for investment performance, which the Boards found to be satisfactory and improving, (ii) as discussed in more detail below, the Funds’ expenses were not expected to increase as a result of the Transaction, (iii) the Trustees thought it was extremely unlikely that the Funds would bear any Transaction-related expenses, and (iv) there was not expected to be any “unfair burden” imposed on the Funds as a result of the Transaction.
Comparative Expenses.The Trustees also evaluated expense comparison data for the Funds previously considered in May 2009. At that meeting, DMC had provided the Boards with information on pricing levels and fee structures for the Funds and comparative funds. The Trustees focused on the comparative analysis of the effective management fees and total expense ratios of each Fund versus the effective management 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
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Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) of other funds within the Expense Group, taking into account any applicable breakpoints and fee limitations. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees also considered fees paid to Delaware Investments for non-management services. The Trustees’ objective was for each Fund’s total expense ratio to be competitive with that of the funds in the Expense Group. According to the Lipper reports furnished for the May 2009 meeting, the effective management fees and total expense ratios for a majority of the funds in the Delaware Investments® Family of Funds were below the respective Expense Group median. At the September 3, 2009 meeting, DMC advised the Boards that the more recent comparative expenses for the Funds remained consistent with the previous review in May 2009, and consequently the Trustees concluded that expenses of the Funds were satisfactory.
The Boards also considered the Expense Agreement in evaluating Fund expenses. The Expense Agreement provides that LNIC and Macquarie Bank Limited will pay or reimburse the Trusts for all reasonable out-of-pocket costs and expenses in connection with the Transaction and the consideration of the New Investment Advisory Agreements (subject to certain limited exceptions). These obligations of LNIC and Macquarie Bank Limited apply regardless of whether or not the Transaction is consummated. As a result, the Funds will bear no costs in connection with or related to evaluating the Transaction or seeking or obtaining shareholder approval of the New Investment Advisory Agreements (other than as described above).
Based on information provided by DMC and Macquarie Group, the Boards concluded that neither the Transaction nor the New Investment Advisory Agreements would likely have an adverse effect on the Funds’ expenses because (i) each Fund’s contractual fee rates under the New Investment Advisory Agreements would remain the same, (ii) the Boards were assured by DMC and Macquarie Group that they had no current intention to change DMC’s existing voluntary expense limitations and reimbursement policy as a result of the Transaction, (iii) under the Expense Agreement, the Funds would be reimbursed for all reasonable out-of-pocket costs and expenses in connection with the Transaction and the related proxy solicitation (subject to certain limited exceptions), (iv) consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the Closing, and (v) the expense ratios of certain Funds might decline as a result of the possible increased investment in Delaware Investments by Macquarie Group, as discussed below under “Economies of Scale.”
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Management Profitability. At their meeting on September 3, 2009, the Boards evaluated DMC’s profitability in connection with the operation of the Funds. The Boards had previously considered DMC’s profitability in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed an analysis that addressed the overall profitability of Delaware Investments’ business in providing management and other services to each of the Funds and the Delaware Investments® Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability.
At the May 2009 meeting, representatives of DMC had stated that the level of profits of DMC, to a certain extent, reflected operational cost savings and efficiencies initiated by Delaware Investments (including DMC and its affiliates that provide services to the Funds). The Boards considered Delaware Investments’ efforts to improve services provided to Fund shareholders and to meet additional regulatory and compliance requirements resulting from recent industry-wide SEC initiatives. At that meeting, the Boards found that the management fees charged were reasonable in light of the services rendered and the level of profitability of DMC. At the September 3, 2009 meeting, DMC advised the Boards that DMC did not expect the Transaction to affect materially the profitability of Delaware Investments compared to the level of profitability considered during the May 2009 review. Moreover, the Trustees reviewedpro forma balance sheets of certain key companies in Delaware Investments as of June 30, 2009 (which were provided by Macquarie Group and DMC in response to the Trustees’ requests), and evaluated the projections of Delaware Investments’ capitalization following the Transaction for purposes of evaluating the financial ability of Delaware Investments to continue to provide the nature, extent, and quality of services as it had under the Current Investment Advisory Agreement.
Based on information provided by DMC and Macquarie Group, the Boards concluded that DMC and Delaware Investments would be sufficiently capitalized following the Transaction to continue the same level and quality of services to the Funds under the New Investment Advisory Agreements as was the case under the Current Investment Advisory Agreements. The Board also concluded that Macquarie Group had sufficient financial strength and resources, as well as an ongoing commitment to a global asset management business, to continue investing in Delaware Investments, including DMC to the extent that Macquarie Group determined it was appropriate. Finally, because services and costs were expected to be substantially the same (and that DMC had represented that, correspondingly, profitability would be about the same), under the New Investment Advisory Agreements as under the Current Investment Advisory Agreements, the Trustees concluded that the profitability of Delaware Investments would not result in an inequitable charge on the Funds or
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their shareholders. Accordingly, the Boards concluded that the fees charged under the New Investment Advisory Agreements would be reasonable in light of the services to be provided and the expected profitability of DMC.
Economies of Scale. The Trustees considered whether economies of scale would be realized by Delaware Investments as each Fund’s assets increase and the extent to which any economies of scale would be reflected in the management fees charged. The Trustees took into account DMC’s practice of maintaining the competitive nature of management fees based on its analysis of fees charged by comparable funds. DMC management believed, and the Boards agreed, that the Funds were priced with breakpoints and relatively low management fees to reflect potential economies of scale to Fund shareholders.
The Boards also acknowledged Macquarie Group’s statement that the Transaction would not by itself immediately provide additional economies of scale given Macquarie Group’s limited presence in the U.S. mutual fund market. Nonetheless, the Trustees concluded that additional economies of scale could potentially be achieved in the future if DMC were owned by Macquarie Group as a result of Macquarie Group’s willingness to invest additional amounts in Delaware Investments if appropriate opportunities arise. The Board further concluded that potential economies of scale could be achieved as a result of Delaware Investments’ expanded distribution capabilities arising from the Transaction, as well as opportunities that might arise from Macquarie Group’s global asset management business.
Fall-Out Benefits. The Boards acknowledged that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities and that DMC’s profitability would likely be somewhat lower without the benefit of practices with respect to allocating Fund portfolio brokerage for brokerage and research services. The Boards also considered that Macquarie Group and Delaware Investments may derive reputational, strategic, and other benefits from their association with the Delaware Investments® Family of Funds, including service relationships with DMC, DSC, and DDLP, and evaluated the extent to which Delaware Investments might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments Family of Funds and the benefits from allocation of Fund brokerage to improve trading efficiencies. However, the Boards concluded that (i) any such benefits under the New Investment Advisory Agreements would not be dissimilar from those existing under the Current Investment Advisory Agreements, (ii) such benefits did not impose a cost or burden on the Funds or their shareholders, and (iii) such benefits would probably have an indirectly beneficial effect on the Funds and their shareholders because of the added importance that DMC and Macquarie Group might attach to the Funds as a result of the fall-out benefits that the Funds conveyed.
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The Transaction Agreement.The Trustees reviewed the Transaction Agreement in advance of the September 3, 2009 meeting. The Trustees considered the terms of the Transaction Agreement, including those related to Section 15(f) of the 1940 Act and that LNIC and Macquarie Bank Limited will bear the expenses related to the Funds’ proxy solicitation. At the meeting, the Trustees discussed the purchase price to be paid and noted the conditions to the Closing, including the requirements for obtaining consents to the change in control from Delaware Investments’ advisory clients, such as the Funds. The Trustees believed that Delaware Investments’ ability to continue to manage the general account assets of certain LNC subsidiaries was important because it allowed Delaware Investments’ overhead expenses to be spread over a larger base of assets under management and thus potentially reduce costs to the Funds and their shareholders as compared to the costs that might apply if Delaware Investments did not manage the general account assets. Consequently, the Trustees evaluated the provisions of the Transaction Agreement related to the management of those assets and concluded that those provisions were satisfactory and likely to be beneficial to Fund shareholders.
Board Review of Macquarie Group.The Trustees reviewed detailed information supplied by Macquarie Group about its operations as well as other information regarding Macquarie Group provided by independent legal counsel to the Independent Trustees. As previously noted, to consider Delaware Investments’ ability to continue to provide the same level and quality of services to the Funds, the Boards requested, received and reviewedpro forma balance sheets of certain key companies in Delaware Investments as of June 30, 2009, which projected Delaware Investments’ capitalization following the Transaction. Based on this review, the Trustees concluded that Delaware Investments would continue to have the financial ability to maintain the high quality of services required by the Funds. The Trustees noted that there would be a limited transition period during which some services previously provided by LNC to Delaware Investments would continue to be provided by LNC after the Closing, and concluded that this arrangement would help minimize disruption in Delaware Investments’ provision of services to the Funds following the Transaction.
Macquarie Group described its proposed changes to Delaware Investments’ corporate governance, primarily through the anticipated addition of certain Macquarie Group officers to DMHI’s board of directors and to Delaware Investments’ distribution and product management affiliates. The Trustees considered favorably Macquarie Group’s statement that it had no current intention to change the executive, administrative, investment, or support staff of Delaware Investments in any significant way as a result of the Transaction. Macquarie Group described the proposed harmonization of the compensation system in use at Delaware Investments with the compensation plan used by Macquarie Group, including short-term and
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long-term incentive compensation and equity interests for executive officers and investment personnel. Macquarie Group described its current intention to enhance certain administrative and operational areas of DMC following the Transaction, including information technology, product management, and risk management.
The Boards considered Macquarie Group’s support for Delaware Investments’ plans for Fund distribution by transferring wholesalers from Lincoln Financial Distributors, Inc., LNC’s retail distributor, to Delaware Investments, and Macquarie Group’s current intention to leave the Funds’ other service providers in place. The Boards also considered Macquarie Group’s current strategic plans to increase its asset management activities, one of its core businesses, particularly in North America, and its statement that its acquisition of DMC is an important component of this strategic growth and the establishment of a significant presence in the United States. Based in part on the information provided by DMC and Macquarie Group, the Boards concluded that Macquarie Group’s acquisition of Delaware Investments could potentially enhance the nature, quality, and extent of services provided to the Funds and their shareholders.
DMC and Macquarie Group explained to the Boards that, as a subsidiary of an Australian authorized deposit-taking institution, Delaware Investments would become subject to certain Australian regulatory oversight and requirements following the Transaction, including those related to disclosure, fund holdings, affiliated transactions, advisory agreements, and expense limitation agreements. DMC and Macquarie Group also explained to the Boards that certain exemptive relief had been provided to Macquarie Group by the Australian bank regulator in anticipation of the Transaction, and the Boards were informed of the nature of future relief that may be required. Based on the information provided and representations made by DMC and Macquarie Group, the Board concluded that the Australian bank regulatory requirements would not have a material effect on the operations of DMC or the Funds, including DMC’s ability to continue in its discretion to provide voluntary expense limitations and reimbursements to the Funds or to contribute appropriate levels of seed capital to new funds.
The Boards noted that DMC has placed brokerage transactions with a broker/ dealer affiliate of Macquarie Group and received research in connection with those transactions. In addition, certain other Macquarie Group affiliates participate as underwriters for securities offerings outside of the United States. Consequently, the Boards determined to have DMC report to them regularly to monitor any brokerage transactions with Macquarie Group affiliates for compliance with the requirements of Section 15(f) and Section 17(e) of the 1940 Act, and to ensure compliance with the Funds’ procedures under Rule 10f-3 promulgated under the 1940 Act for offerings in which a Macquarie Group affiliate is a member of the underwriting syndicate.
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Conclusion. The Independent Trustees of each Trust deliberated in executive session; the entire Board of each Fund, including the Independent Trustees, then approved each New Investment Advisory Agreement. The Boards concluded that the advisory fee rate under each New Investment Advisory Agreement is reasonable in relation to the services provided and that execution of the New Investment Advisory Agreement is in the best interests of the shareholders. For each Fund, the Trustees noted that they had concluded in their most recent advisory agreement continuance considerations in May 2009 that the management fees and total expense ratios were at acceptable levels in light of the quality of services provided to the Funds and in comparison to those of the Funds’ respective peer groups; that the advisory fee schedule would not be increased and would stay the same for all of the Funds; that the total expense ratio had not changed materially since that determination; and that DMC had represented that the overall expenses for each Fund were not expected to be adversely affected by the Transaction. The Trustees also noted, with respect to the Funds that currently had the benefit of voluntary fee limitations, that Macquarie Group had no present intention to cause DMC to alter any voluntary expense limitations or reimbursements currently in effect for the Funds. On that basis, the Trustees concluded that the total expense ratio and proposed advisory fee for the Funds anticipated to result from the Transaction was acceptable. In approving each New Investment Advisory Agreement, each Board stated that it anticipated reviewing the continuance of the agreement in advance of the expiration of the initial two-year period.
Required vote
To become effective with respect to a particular Fund, the New Investment Advisory Agreement for that Fund must be approved by a 1940 Act Majority vote of the Fund’s outstanding voting securities. The approval of one Fund’s New Investment Advisory Agreement is not contingent on the approval of any other Fund’s New Investment Advisory Agreement. Each New Investment Advisory Agreement was approved separately by the Independent Trustees and by the Board of the applicable Trust as a whole after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Board of each Trust also determined to submit each applicable Fund’s New Investment Advisory Agreement for consideration by the shareholders of the Fund. If the shareholders of a Fund do not approve the Fund’s New Investment Advisory Agreement, the Board of that Fund will consider other possible courses of action for the Fund, including entering into an interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.
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VOTING INFORMATION
HOW WILL THE SHAREHOLDER VOTING BE HANDLED?
How will shareholder voting be handled?
Only shareholders of record of the TrustsFunds at the close of business on December 10, 2004September 18, 2009 (the "Record Date"“Record Date”), will be entitled to notice of, and to vote at, the Meeting andon the matters 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 a Proposal on behalf of Trust orfor a Fund are not received by the date of the Meeting, the Meeting with respect to that Proposal may be adjourned for that Fund or for that Proposal to permit further solicitations of proxies. The holderspersons named as proxies on the enclosed proxy cards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposals) that properly come before the Meeting. A majority of the votes cast by shareholders of a majority of shares of
Trust or a Fund entitled to vote on a Proposal at the Meeting and present in person or by proxy at the Meeting (whether or not sufficient to constitute a Quorum)quorum for the Fund) may adjourn the Meeting aswith respect to that Trust or Fund for that Proposal.Fund. The Meeting as
to one or more Trusts or Funds may also be adjourned by the Chairperson of the Meeting. Any adjournment may be with respect to one or more Proposals for a
Trust or Fund, but not necessarily for all Proposals for all Trusts or Funds. It
is anticipated that the persons named as proxies on the enclosed proxy cards
will use the authority granted to them to vote on adjournment in their
discretion.
Abstentions and broker non-votes will be includedcounted for purposes of determining whether a Quorumquorum is present at the Meeting for a particular matter,Meeting. Abstentions and broker non-votes will have no effect on Proposal 1 but will have the same effect as a vote "against" Proposals 2 and 3, but will
have no affect with respect to“against” Proposal 1, which is the election of Trustees.2. Broker non-votes are proxies from brokers or nominees indicating that such
personsthey have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect tofor which the brokers or nominees do not have discretionary power.
HOW DOauthority to vote. This generally occurs only when there is another matter at the meeting for which the brokers or nominees do have discretionary authority to vote, such as Proposal 1.
How do I ENSURE MY VOTE IS ACCURATELY RECORDED?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(s)card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card(s)card or vote by telephone or through the Internet, your votesvote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you simply sign and date the proxy card(s)card but give no voting instructions, your shares will be voted in favor of all the ProposalsTrustee Nominees in Proposal 1 and “For” Proposal 2. Your proxies will also be voted in the discretion of the persons appointed as proxies on which you are entitled to vote and in accordance with the views
of management upon any unexpectedother 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-dealerbroker/dealer and you wish to vote in person at the Meeting, you shouldmust obtain a Legal Proxylegal proxy from yourthe broker of record and present it at the Meeting.
MAY
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May I REVOKE MY PROXY?
Shareholdersrevoke my proxy?
You may revoke theiryour proxy at any time for a Fund before it is voted by sending a written notice to the applicable TrustFund expressly revoking theiryour proxy, by signing and forwarding to the applicable TrustFund 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. 24
WHAT OTHER MATTERS WILL BE VOTED UPON AT THE MEETING?If you wish to vote in-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 of the Trusts do not intend to bring any matters before the Meeting with respect to the Funds other than thoseas described in this Proxy Statement. TheBecause the Meeting is a special meeting, the Boards aredo not aware ofanticipate that any other matters towill be brought before the Meeting with respect to the Funds by others. IfHowever, if any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with the viewsdiscretion of management.
WHO IS ENTITLED TO VOTE?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 matters described in this Proxy Statement. The table in Appendix N shows as of July 31, 2009, as to each class of voting securities of the Funds, the number of shares outstanding.
What is the Quorum requirement?
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. The outstandingA Quorum for a Trust or a particular Fund means one-third (331/3%) of the shares of the Trusts and the Funds thereofthat Trust or Fund that are entitled to vote asat the Meeting, present in person or represented by proxy.
Who will pay the expenses of the Record Date are set forthMeeting?
Under the Expense Agreement, all reasonable out-of-pocket costs and expenses incurred by the Funds related to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in Exhibit F.
WHAT OTHER SOLICITATIONS WILL BE MADE?connection with the Meeting, will be reimbursed by Macquarie Bank Limited and LNIC (subject to certain limited exceptions). The Funds have engaged Computershare Fund Services, Inc. (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $750,000. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. The agreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.
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What other solicitations will be made?
This proxy solicitation is being made by the Boards of the Trusts for use at the Meeting. The cost of this proxy solicitation will be shared as set
forth below. In addition to solicitationsolicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The TrustsFunds will request broker-dealerbroker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. The Trusts may reimburse
broker-dealerReasonable out-of-pocket expenses of broker/dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with suchthe proxy solicitation.solicitation will be shared equally by LNIC and Macquarie Bank Limited as provided above. In addition to solicitations by mail, officers and employees of each Trust,the Trusts, DMC, and their affiliates may, without extra pay,
may conduct additional solicitations by telephone, telecopy, and personal interviews. The Trusts have engaged Georgeson Shareholder Communications, Inc.
("Georgeson") to solicit proxies from brokers, banks, other institutional
holders and individual shareholders at an anticipated cost of approximately
$425,000 to $770,000, including out of pocket expenses, which will be borne as
described below. Fees and expenses may be greater depending on the effort
necessary to obtain shareholder votes. The Trusts' have also agreed to indemnify
Georgeson against certain liabilities and expenses, including liabilities under
the federal securities laws. The Trust expectsFunds expect that theany solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations. If a Trust does not receive your proxy card by a certain time,
As the Meeting date approaches, you may receive a telephone call from Georgeson asking youa representative of Computershare if your votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to vote.
WHO WILL PAY THE EXPENSES OF THE PROPOSALS?
The costsensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information elicited matches the information previously provided to Computershare, then the Computershare representative has the responsibility to explain the voting process, read the Proposals includinglisted on the costs of soliciting
proxies,proxy card, and ask for the shareholder’s instructions on the Proposals. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Computershare will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be bornesent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.
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Why did my household receive only one copy of this Proxy Statement?
Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address(a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by oneregular mail to P.O. Box 219691, Kansas City, MO 64121-9691, by overnight courier service to 430 W. 7th Street, Kansas City, MO 64105, or moreby 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 as described below.
With respectdo not require that the Funds hold annual meetings of shareholders. Each Fund is, however, required to Proposal 1,call meetings of shareholders in accordance with the election of Trusteesrequirements of the Trusts,1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the Trusts will bear the expenses equally in connection with the election of such
nominees.
With respect to Proposal 2, the Trusts will bear the expenses equally
in connection with seeking shareholder approval for usefundamental investment policies, objectives or restrictions of the ManagerFund. Each Trust also would be required to hold a shareholders meeting to elect new Trustees at such time as less than a majority of Managers Structure.
With respect to Proposal 3, because the Redomestication will benefit
Voyageur Investment Trust and its shareholders, the VIT Board has authorized
that the expenses incurred in the Redomestication, including the estimated costs
associated with soliciting proxies with respect to this Proposal, shall be paid
by Voyageur Investment Trust (and therefore indirectly by shareholders), whether
or not the Redomestication is approvedTrustees holding office have been elected by shareholders. 25
HOW DO I SUBMIT A SHAREHOLDER PROPOSAL?
NoneThe Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trusts are required to, and they do not intend to, hold
regular annual shareholders' meetings. A shareholderTrustees, the Chairperson of the Board, or the President of the Trust.
Shareholders of a Fund wishing to submit a
proposal for considerationproposals for inclusion in a proxy statement for the next
shareholders'a future shareholder meeting shouldmust send his or hertheir written proposal to that Fund a reasonable time before the officesBoard’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 that 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 appropriate Trust, directed to the attention of its Secretary,Trusts, David F. Connor, at the address of its principal executive office printed on the first page of this
Proxy Statement, so that it is received within a reasonable time before any such
meeting. The inclusion and/or presentation of any such proposal is subject to
the applicable requirements of the proxy rules under the 1934 Act. Submission of
a proposal by a shareholder does not guarantee that the proposal will be
included in the Trust's proxy statement or presented at the meeting.
PRINCIPAL HOLDERS OF SHARES
On the Record Date, the officers and Trustees of each Trust, as a
group, owned less than 1% of the outstanding voting shares of any Fund, or class
thereof, of the Trusts.
To the best knowledge of the Trusts, as of the Record Date, no person,
except as set forth in the table at Exhibit G, owned of record 5% or more of the
outstanding shares of any class of any Fund of the Trusts. Except as noted in
Exhibit F, the Trusts have no knowledge of beneficial ownership.
MORE INFORMATION ABOUT THE TRUSTS
Investment Manager. As described further above, DMC, 2005 Market
Street, Philadelphia, Pennsylvania 19103, serves as the investment manager for
each of the Funds.
Administration, Transfer Agency and Fund Accounting Services. Delaware
Service Company, Inc. ("DSC"), 2005 Market Street, Philadelphia, Pennsylvania
19103, an affiliate of DMC, acts as the administrator, shareholder servicing,
dividend disbursing and transfer agent for each Fund, and for other mutual funds
in the Delaware Investments Family of Funds. DSC also provides fund accounting
services to each Fund. Those services include performing all functions related
to calculating each Fund's net asset value and providing all financial reporting
services, regulatory compliance testing and other related accounting services.
For its transfer agency, shareholder services, fund accounting and
administration services, DSC is paid fees by each Fund according to fee
schedules that are the same for each retail Fund in the Delaware Investments
Family of Funds. These fees are charged to each Fund, including the Acquiring
and Acquired Funds, on a pro rata basis.
Distribution Services. Pursuant to underwriting agreements relating to
each of the Funds Delaware Distributors, L.P. (the "Distributor"), 2005 Market
Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for
the Funds. The Distributor pays the expenses of the promotion and distribution
of the Funds' shares, except for payments by the Funds on behalf of Class A
Shares, Class B Shares and Class C Shares under their respective 12b-1 Plans.
The Distributor is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. and an affiliate of DMC.
26
given above.
32
How may I communicate with the Distributor, Lincoln
Financial Distributors, Inc. ("LFD"), 2001 Market Street, Philadelphia,
Pennsylvania 19103, is primarily responsible for promoting the sale of Fund
shares through broker/dealers, financial advisors and other financial
intermediaries. LFD is also an affiliate of the Distributor and DMC.
COMMUNICATIONS TO THE BOARDS OF TRUSTEESBoards?
Shareholders who wish to communicate to the full Boards of Trustees may address correspondence to [Walter P. Babich],Ann R. Leven, Coordinating Trustee for the Trusts, c/o the 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).
27
EXHIBITS TO COMBINED
PROXY STATEMENT
EXHIBITS
Exhibit A - Aggregate Trustee
MORE INFORMATION ABOUT THE FUNDS
Transfer Agency Services.DSC, 2005 Market Street, Philadelphia, Pennsylvania 19103, an affiliate of DMC, acts as the shareholder servicing, dividend disbursing, and transfer agent for the Funds. For its shareholder servicing, dividend disbursing services, and transfer agency services, DSC is paid an annual per account charge of $11.00 for each open account and $6.50 for each closed account on its records and each account held on a sub-accounting system maintained by firms that hold accounts on an omnibus basis. These charges are assessed monthly on a pro rata basis and determined by using the number of shareholder and retirement accounts maintained as of the last calendar day of each month. Compensation fromis fixed each year and approved by each Board, including a majority of the Independent Trustees.
DST Systems, Inc. (“DST”), 430 W. 7th Street, Kansas City, Missouri 64105, provides subtransfer agency services to the Funds. In connection with these services, DST administers the overnight investment of cash pending investment in a Fund or payment of redemptions. The proceeds of this investment program are used to offset the Funds’ transfer agency expenses.
Fund Accountants. The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, New York 10286-0001, provides fund accounting and financial administration services to each Fund. Those services include performing functions related to calculating each Fund’s net asset value (“NAV”) 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.
DSC provides 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. DSC 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 DSC an asset-based
33
fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DSC for the services described above are allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis.
Distribution Services. Pursuant to distribution agreements with each Trust, ExhibitDDLP, 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for the Funds. DDLP pays the expenses of the promotion and distribution of the Funds’ shares, except for payments by the Funds on behalf of Class A Shares, Class B - Executive OfficersShares, Class C Shares, and Class R Shares, as applicable under their respective 12b-1 Plans. DDLP also receives sales loads in connection with the purchase and redemption of certain classes of shares. DDLP is an indirect subsidiary of DMHIand is an affiliate of DMC. The Boards annually review fees paid to DDLP.
Following the Transaction, DDLP will be primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. This function is currently provided by Lincoln Financial Distributors, Inc. (“LFD”), 130 N. Radnor-Chester Road, Radnor, Pennsylvania 19087-5221, pursuant to a contractual arrangement with DDLP. LFD is owned by LNC and is an affiliate of DDLP and DMC.
No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC during the Fund’s most recently completed fiscal year.
PRINCIPAL HOLDERS OF SHARES
As of July 31, 2009, the officers and Trustees of the Trusts, Exhibit C - Formas a group, owned less than 1% of Agreement and Planthe outstanding voting shares of Redomestication between Voyageur
Investment Trust and Delaware Investments Municipal Trust
Exhibit D - A Comparisoneach Fund or class thereof, except as noted in Appendix O.
To the best knowledge of Governing Documents and State Law
Exhibit E - Audit Fee Information
Exhibit F - Outstanding Sharesthe Trusts, as of DecemberJuly 31, 2004
Exhibit G - Principal Holders2009, no person, except as set forth in Appendix P, owned of Sharesrecord 5% or more of the outstanding shares of any class of any Fund. Except as noted in Appendix P, the Trusts have no knowledge of December 1, 2004
beneficial ownership of 5% or more of the outstanding shares of any class of any Fund.
34
APPENDICES TO
PROXY STATEMENT
| APPENDIX A — TRUSTS AND SERIES USING THIS PROXY STATEMENT | A-1 |
| APPENDIX B — TRUSTEES OF THE TRUSTS | B-1 |
| APPENDIX C — NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER | C-1 |
| APPENDIX D — FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES | D-1 |
| APPENDIX E — TRUSTEE COMPENSATION | E-1 |
| APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTS | F-1 |
| APPENDIX G — AUDITOR INFORMATION | G-1 |
| APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURES | H-1 |
| APPENDIX I — FORM OF NEW INVESTMENT ADVISORY AGREEMENTS | I-1 |
| APPENDIX J — CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS | J-1 |
| APPENDIX K — FEES PAID TO DMC AND AFFILIATES | K-1 |
| APPENDIX L — OTHER FUNDS ADVISED BY DMC | L-1 |
| APPENDIX M — TRUSTEES AND OFFICERS OF DMC | M-1 |
| APPENDIX N — NUMBER OF SHARES OF EACH FUND OUTSTANDING AS OF JULY 31, 2009 | N-1 |
| APPENDIX O — 1% SHARE OWNERSHIP | O-1 |
| APPENDIX P — 5% SHARE OWNERSHIP | P-1 |
35
APPENDIX A AGGREGATE TRUSTEE COMPENSATION FROM EACH TRUST
— TRUSTS AND SERIES USING THIS PROXY
STATEMENT
| Trust | Funds | |
| Delaware Group®Adviser Funds | Delaware Diversified Income 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 Large Cap Value Fund | |
| Delaware Value®Fund | ||
| Delaware Group Equity Funds III | Delaware American Services Fund | |
| Delaware Small Cap Growth Fund | ||
| Delaware Trend®Fund | ||
| Delaware Group Equity Funds IV | Delaware Global Real Estate Securities Fund | |
| Delaware Growth Opportunities Fund | ||
| Delaware Healthcare 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 Aggressive Allocation Portfolio1 | |
| Delaware Conservative Allocation Portfolio2 | ||
| Delaware Foundation®Equity Fund | ||
| Delaware Moderate Allocation Portfolio3 |
| 1 | On October 21, 2009, the name will be changed to Delaware Foundation Growth Allocation Fund. | |
| 2 | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. | |
| 3 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. | |
A-1
| Trust | Funds | |
| 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 Inflation Protected Bond Fund | ||
| Delaware Group Income Funds | Delaware Corporate Bond 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 Group Tax-Free Money Fund | Delaware Tax-Free Money Fund | |
| Delaware Pooled®Trust | Delaware REIT Fund | |
| (also known as The Real Estate Investment Trust | ||
| Voyageur Insured Funds | Delaware Tax-Free Arizona Fund | |
| Voyageur Intermediate Tax Free Funds | Delaware Tax-Free Minnesota Intermediate Fund |
A-2
| Trust |
| Funds | ||
| Voyageur Mutual Funds | Delaware Minnesota High-Yield Municipal Bond Fund | |
| Delaware National High-Yield Municipal Bond Fund | ||
| Delaware Tax-Free California Fund | ||
| Delaware Tax-Free Idaho Fund | ||
| Delaware Tax-Free New York Fund | ||
| Voyageur Mutual Funds II | Delaware Tax-Free Colorado Fund | |
| Voyageur Mutual Funds III | Delaware Large Cap Core Fund | |
| Delaware Select Growth Fund | ||
| Voyageur Tax Free Funds | Delaware Tax-Free Minnesota Fund |
A-3
APPENDIX B — TRUSTEES OF THE TRUSTS
| Number of | ||||||||||
| Portfolios | ||||||||||
| Principal | in Fund | Other | ||||||||
| Position(s) | Occupation(s) | Complex | Directorships | |||||||
| Name, Address, | Held with | Length of | During Past | Overseen | Held by | |||||
| and Birth Date | the Trusts | Time Served | 5 Years | by Trustee | Trustee | |||||
| Interested Trustee | ||||||||||
| Patrick P. Coyne1 | Chairman, | Chairman | Patrick P. Coyne | 81 | Director – Kaydon | |||||
| 2005 Market Street | President, | and Trustee | has served in | Corp. | ||||||
| Philadelphia, PA | Chief | since | various executive | |||||||
| 19103 | Executive | August 16, | capacities at | |||||||
| Officer, and | 2006 | different times | ||||||||
| April 1963 | Trustee | at Delaware | ||||||||
| President | Investments.2 | |||||||||
| and Chief | ||||||||||
| Executive | ||||||||||
| Officer since | ||||||||||
| August 1, | ||||||||||
| 2006 | ||||||||||
| 1 | Mr. 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 adviser, principal underwriter, and transfer agent. | |
B-1
| Number of | ||||||||||
| Portfolios | ||||||||||
| Principal | in Fund | Other | ||||||||
| Position(s) | Occupation(s) | Complex | Directorships | |||||||
| Name, Address, | Held with | Length of | During Past | Overseen | Held by | |||||
| and Birth Date | the Trusts | Time Served | 5 Years | by Trustee | Trustee | |||||
| Independent Trustees | ||||||||||
| Thomas L. Bennett | Trustee | Since March | Private | 81 | Director — Bryn Mawr | |||||
| 2005 Market Street | 2005 | Investor — | Bank Corp. (BMTC) | |||||||
| Philadelphia, PA | (March 2004 – | (April 2007 – Present) | ||||||||
| 19103 | Present) | |||||||||
| October 1947 | Investment | |||||||||
| Manager — | ||||||||||
| Morgan Stanley | ||||||||||
| & Co. | ||||||||||
| (January 1984 – | ||||||||||
| March 2004) | ||||||||||
| John A. Fry | Trustee | Since | President — | 81 | Director — | |||||
| 2005 Market Street | January 2001 | Franklin & | Community Health | |||||||
| Philadelphia, PA | Marshall College | Systems | ||||||||
| 19103 | (June 2002 – | |||||||||
| Present) | ||||||||||
| May 1960 | ||||||||||
| Executive Vice | ||||||||||
| President — | ||||||||||
| University of | ||||||||||
| Pennsylvania | ||||||||||
| (April 1995 – | ||||||||||
| June 2002) | ||||||||||
| Anthony D. Knerr | Trustee | Since April | Founder and | 81 | None | |||||
| 2005 Market Street | 1990 | Managing | ||||||||
| Philadelphia, PA | Director — | |||||||||
| 19103 | Anthony Knerr | |||||||||
| & Associates | ||||||||||
| December 1938 | (Strategic | |||||||||
| Consulting) | ||||||||||
| (1990 – Present) | ||||||||||
| Lucinda S. Landreth | Trustee | Since March | Chief | 81 | None | |||||
| 2005 Market Street | 2005 | Investment | ||||||||
| Philadelphia, PA | Officer — | |||||||||
| 19103 | Assurant, Inc. | |||||||||
| (Insurance) | ||||||||||
| June 1947 | (2002 – 2004) | |||||||||
B-2
| Number of | ||||||||||
| Portfolios | ||||||||||
| Principal | in Fund | Other | ||||||||
| Position(s) | Occupation(s) | Complex | Directorships | |||||||
| Name, Address, | Held with | Length of | During Past | Overseen | Held by | |||||
| and Birth Date | the Trusts | Time Served | 5 Years | by Trustee | Trustee | |||||
| Independent Trustees (continued) | ||||||||||
| Ann R. Leven | Coordinating | Since | Consultant — | 81 | None | |||||
| 2005 Market Street | Trustee | October | ARL Associates | |||||||
| Philadelphia, PA | 1989 | (Financial | ||||||||
| 19103 | Planning) | |||||||||
| (1983 – Present) | ||||||||||
| November 1940 | ||||||||||
| Thomas F. Madison | Trustee | Since May | President and | 81 | Director and Chair | |||||
| 2005 Market Street | 19973 | Chief Executive | of Compensation | |||||||
| Philadelphia, PA | Officer — MLM | Committee, Governance | ||||||||
| 19103 | Partners, Inc. | Committee Member — | ||||||||
| (Small Business | CenterPoint Energy | |||||||||
| February 1936 | Investing & | |||||||||
| Consulting) | Lead Director and | |||||||||
| (January 1993 – | Chair of Audit | |||||||||
| Present) | and Governance | |||||||||
| Committees, Member | ||||||||||
| of Compensation | ||||||||||
| Committee — | ||||||||||
| Digital River Inc. | ||||||||||
| Director and Chair of | ||||||||||
| Governance Committee, | ||||||||||
| Audit Committee | ||||||||||
| Member — | ||||||||||
| Rimage Corporation | ||||||||||
| Director and Chair | ||||||||||
| of Compensation | ||||||||||
| Committee — | ||||||||||
| Spanlink | ||||||||||
| Communications | ||||||||||
| Lead Director | ||||||||||
| and Member of | ||||||||||
| Compensation | ||||||||||
| and Governance | ||||||||||
| Committees — Valmont | ||||||||||
| Industries, Inc. | ||||||||||
| 3 | In 1997, several funds managed by Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into the Delaware Investments®Family of Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 until 1997. |
B-3
| Number of | ||||||||||
| Portfolios | ||||||||||
| Principal | in Fund | Other | ||||||||
| Position(s) | Occupation(s) | Complex | Directorships | |||||||
| Name, Address, | Held with | Length of | During Past | Overseen | Held by | |||||
| and Birth Date | the Trusts | Time Served | 5 Years | by Trustee | Trustee | |||||
| Independent Trustees (continued) | ||||||||||
| Janet L. Yeomans | Trustee | Since April | Vice President | 81 | None | |||||
| 2005 Market Street | 1999 | and Treasurer | ||||||||
| Philadelphia, PA | (January 2006 – | |||||||||
| 19103 | Present), | |||||||||
| Vice President | ||||||||||
| July 1948 | — Mergers & | |||||||||
| Acquisitions | ||||||||||
| (January | ||||||||||
| 2003 – January | ||||||||||
| 2006), and Vice | ||||||||||
| President | ||||||||||
| (July 1995 – | ||||||||||
| January 2003) | ||||||||||
| 3M Corporation | ||||||||||
| J. Richard Zecher | Trustee | Since March | Founder — | 81 | Director and Audit | |||||
| 2005 Market Street | 2005 | Investor | Committee Member — | |||||||
| Philadelphia, PA | Analytics | Investor Analytics | ||||||||
| 19103 | (Risk | |||||||||
| Management) | ||||||||||
| July 1940 | (May 1999 – | |||||||||
| Present) | ||||||||||
| Founder — | ||||||||||
| Sutton Asset | ||||||||||
| Management | ||||||||||
| (Hedge Fund) | ||||||||||
| (September | ||||||||||
| 1996 – Present) | ||||||||||
B-4
APPENDIX C — NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER
Nominating and Corporate Governance Committee Charter
DELAWARE INVESTMENTS FAMILY OF FUNDS
Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee (the “Committee”) shall be composed of not receiveless than three members, each of whom shall be independent as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any compensation fromnational securities exchange on which any fund of the Trusts.
Compensation information for Messrs. BennettDelaware Investments Family of Funds (each a “Fund”) is listed, and Zecherthe Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and Ms. Landreth is not
applicable because such nominees were not members of the BoardCommittee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Trust or
any other investment company inCommittee shall receive such compensation for their service on the Fund Complex for the 12-month period ended
on October 31, 2004.
(2) Messrs. Babich and Durham have announced their intention to retire fromCommittee as the Board effective as of the date of the Meeting and therefore are not standing for
re-election.
(3) Mr. Fry received $8,827 in professional servies fees, in additionmay determine from time to his
Trustee Compensation, for the 12-month period ended on October 31, 2004. Such
fees were paid by the Voyageur Funds.
A-2
EXHIBIT B
EXECUTIVE OFFICERS OF THE TRUSTS
JOSEPH H. HASTINGS (AGE 54) Executive Vice President/Interim Chief
Financial Officer/Treasurer/Controller of the Funds and of the other 24
investment companies within Delaware Investments, and of Delaware Management
Holdings, Inc., DMH Corp., Delaware Investments U.S., Inc., DIAL Holding
Company, Inc., Delaware Management Company, Inc., Delaware Management Business
Trust, Delaware Management Company, Delaware Lincoln Cash Management, Delaware
Lincoln Investment Advisers and Delaware Capital Management (each a series of
Delaware Management Business Trust), Delaware Service Company, Inc., Lincoln
National Investment Companies, Inc., LNC Administrative Services Corporation and
Delaware General Management, Inc.; Executive Vice President/Chief Financial
Officer/Treasurer/Director of Delaware Management Trust Company; Executive Vice
President/Chief Financial Officer of Retirement Financial Services, Inc.;
Executive Vice President/Interim Chief Financial Officer/Controller of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Executive
Vice President/Interim Chief Financial Officer of Delaware International
Holdings Ltd.; and Executive Vice President of Delaware Distributors, Inc. and
Delaware Distributors, L.P. During the past five years, Mr. Hastings has served
in various executive capacities at different times within Delaware Investments.
RICHELLE S. MAESTRO (AGE 45) Executive Vice President/General
Counsel/Secretary of the Funds and of the other 24 investment companies within
Delaware Investments, and of Delaware Management Company, Inc., Delaware
Investment Advisers, Delaware Lincoln Cash Management, and Delaware Capital
Management (each a series of Delaware Management Business Trust); Executive Vice
President/General Counsel/Secretary and Director/Trustee of Delaware Management
Holdings, Inc., DMH Corp., DIAL Holding Company, Inc., Delaware Investments
U.S., Inc., Delaware General Management, Inc., Delaware Management Company,
Inc., Delaware Service Company, Inc., Delaware Distributors, Inc., Retirement
Financial Services, Inc., Lincoln National Investment Companies, Inc., and LNC
Administrative Services Corporation; Executive President/Deputy General
Counsel/Director of Delaware International Holdings Ltd.; Senior Vice
President/General Counsel/Secretary and Director/Trustee of Delaware Management
Business Trust and Delaware Distributors, L.P.; Senior Vice President/General
Counsel/Secretary of Delaware Management Trust Company; and Vice
President/General Counsel of Lincoln National Convertible Securities Fund, Inc.
and Lincoln National Income Fund, Inc. During the past five years, Ms. Maestro
has served in various executive capacities at different times within Delaware
Investments.
MICHAEL P. BISHOF (AGE 40) Senior Vice President/Investment Accounting
of the Funds and of the other 24 investment companies within Delaware
Investments, and of Delaware Management Company and Delaware Capital Management
(each a series of Delaware Management Business Trust) and Delaware Distributors,
L.P.; Senior Vice President/Treasurer/Investment Accounting of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Senior
Vice President/Manager of Investment Accounting of Delaware International
Advisers Ltd.; and Chief Financial Officer of Lincoln National Convertible
Securities Fund, Inc. and Lincoln National Income Fund, Inc. During the past
five years, Mr. Bishof has served in various executive capacities at different
times within Delaware Investments.
B-1
EXHIBIT C
AGREEMENT AND PLAN OF REDOMESTICATION
BETWEEN VOYAGEUR INVESTMENT TRUST
AND DELAWARE INVESTMENTS MUNICIPAL TRUST
This Agreement and Plan of Reorganization ("AGREEMENT") is made as of
this ___ day of ___________, 2004 by and between DELAWARE INVESTMENTS MUNICIPAL
TRUST, a Delaware statutory trust (the "DELAWARE TRUST"), and VOYAGEUR
INVESTMENT TRUST, a Massachusetts business trust (the "MASSACHUSETTS TRUST")
(the Delaware Trust and the Massachusetts Trusts are hereinafter collectively
referred to as the "TRUSTS").
In consideration of the mutual promises contained herein, and
intending to be legally bound, the Trusts hereto agree as follows:
1. PLAN OF REORGANIZATION.
(a) Upon satisfaction of the conditions precedent described in Section
3 hereof, the Massachusetts Trust will convey, transfer and deliver to the
Delaware Trust at the closing provided for in Section 2 hereof (hereinafter
referred to as the "CLOSING") all of the then-existing assets allocated to each
class of shares of each of the Massachusetts Trust's [five] series of shares to
the corresponding class and series of shares of the Delaware Trust. In
consideration thereof, the Delaware Trust agrees at the Closing to: (i) assume
and pay when due, to the extent that there exist Massachusetts Trust obligations
and liabilities on or after the Effective Date of the Reorganization (as defined
in Section 2 hereof), all of such obligations and liabilities, whether absolute,
accrued, contingent or otherwise, including all fees and expenses in connection
with this Agreement, which fees and expenses shall, in turn, include, without
limitation, costs of legal advice, accounting, printing, mailing, proxy
solicitation and transfer taxes, if any, such obligations and liabilities
allocated to each class of shares of each series of the Massachusetts Trust to
become the obligations and liabilities of the corresponding class of shares and
series of the Delaware Trust; (ii) adopt as its own the Massachusetts Trust's
Notification of Registration on Form N-8A ("FORM N-8A") for purposes of the
Investment Company Act of 1940, as amended ("1940 ACT"); (iii) file with the
U.S. Securities and Exchange Commission (the "COMMISSION") an amendment to such
Form N-8A pursuant to Section 8(a) of the 1940 Act; and (iv) deliver, in
accordance with paragraph (b) of this Section 1, full and fractional shares of
beneficial interest, without par value, of the Delaware Trust of each class of
shares of the [five] separate series of the Delaware Trust denominated as
[Delaware Tax-Free California Insured Fund,] [Delaware Tax-Free Florida Fund,]
Delaware Tax-Free Florida Insured Fund, Delaware Tax-Free Missouri Insured Fund
and Delaware Tax-Free Oregon Insured Fund (hereinafter individually and
collectively referred to as "SERIES OF THE DELAWARE TRUST"), equal in number to
the number of full and fractional shares of beneficial interest, without par
value, of, respectively, the corresponding class of shares of the Massachusetts
Trust's [five] [three] separate series bearing substantially the same name and
class structure as the corresponding Series of the Delaware Trust (hereinafter
individually and collectively referred to as "SERIES OF THE MASSACHUSETTS
TRUST") outstanding immediately prior to the Effective Date of the
Reorganization. The reorganization contemplated hereby is intended to qualify as
a reorganization within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended ("CODE"). The Massachusetts Trust shall distribute to the
shareholders of each class of shares of each Series of the Massachusetts Trust
the shares of the corresponding class of shares and Series of the Delaware Trust
in accordance with this Agreement and the resolutions of the Massachusetts
Trust's time.
Board Trustees authorizing the transactions contemplated by this
Agreement.
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(b) In order to effect the delivery of the shares of the Series of the
Delaware Trust described in Section 1(a)(iv) hereof, the Delaware Trust will
establish an open account for each shareholder of each class of shares of each
Series of the Massachusetts Trust and, on the Effective Date of the
Reorganization, will credit to such account full and fractional shares of
beneficial interest, without par value, of the corresponding class of shares and
Series of the Delaware Trust equal to the number of full and fractional shares
of beneficial interest such shareholder holds in that corresponding class of
shares and Series of the Massachusetts Trust at the close of regular trading on
the New York Stock Exchange, Inc. ("NYSE") on the business day immediately
preceding the Effective Date of the Reorganization. Fractional shares of each
Series of the Delaware Trust will be carried to the third decimal place. At the
close of regular trading on the NYSE on the business day immediately preceding
the Effective Date of the Reorganization, the net asset value per share of each
class of shares of each Series of the Delaware Trust shall be deemed to be the
same as the net asset value per share of the corresponding class of shares and
Series of the Massachusetts Trust. On the Effective Date of the Reorganization,
each certificate representing shares of the Series of the Massachusetts Trust
will be deemed to represent the same number and the corresponding class of
shares and Series of the Delaware Trust. Simultaneously with the crediting of
the corresponding class of shares and Series of the Delaware Trust to the
shareholders of record of the Series of the Massachusetts Trust, the
corresponding class of shares and Series of the Massachusetts Trust held by such
shareholders shall be cancelled. Shareholders of each Series of the
Massachusetts Trust will have the right to deliver their share certificates of
that Series of the Massachusetts Trust in exchange for share certificates of the
corresponding class of shares and Series of the Delaware Trust. However, a
shareholder need not deliver such certificates to the Delaware Trust unless the
shareholder so desires.
(c) As soon as practicable after the Effective Date of the
Reorganization, the Massachusetts Trust shall take all necessary actions to
effect a complete dissolution of the Company under Massachusetts law.
(d) The expenses of entering into and carrying out this Agreement will
be borne by [PLEASE CONFIRM: Delaware Management Company, a series of Delaware
Management Business Trust ("DMC")].
2. CLOSING AND EFFECTIVE DATE OF THE REORGANIZATION.
The Closing shall consist of: (i) the conveyance, transfer and
delivery of the Massachusetts Trust's assets to the Delaware Trust, in exchange
for the assumption and payment, when due, by the Delaware Trust of the
Massachusetts Trust's obligations and liabilities; (ii) the adoption by the
Delaware Trust as its own of the Massachusetts Trust's Form N-8A for purposes of
the 1940 Act; (iii) the filing with the Commission of an amendment to such Form
N-8A pursuant to Section 8(a) of the 1940 Act containing such amendments to the
Form N-8A as are determined by the Delaware Trust's Board of Trustees to be
necessary and appropriate as a result of the transactions contemplated by this
Agreement; and (iv) the issuance and delivery of the Delaware Trust's shares,
all in accordance with Section 1 hereof, together with related acts necessary to
consummate such transactions. The Closing shall occur either on (a) the business
day immediately following the later of the receipt of all necessary regulatory
approvals and the final adjournment of the meeting of shareholders of the
Massachusetts Trust at which this Agreement is considered and approved, or (b)
such later date as the Trusts may mutually agree ("EFFECTIVE DATE OF THE
REORGANIZATION").
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3. CONDITIONS PRECEDENT.
The obligations of the Massachusetts Trust and the Delaware Trust to
effectuate the transactions hereunder shall be subject to the satisfaction of
each of the following conditions:
(a) Such authority and orders from the Commission and state
securities commissions as may be necessary to permit the Trusts to
carry out the transactions contemplated by this Agreement shall have
been received;
(b) (i) One or more post-effective amendments to the
Massachusetts Trust's Registration Statement on Form N-1A
("REGISTRATION STATEMENT") under the Securities Act of 1933, as
amended, and the 1940 Act, containing such amendments to such
Registration Statement as are determined under the supervision of the
Massachusetts Trust's Board of Trustees to be necessary and
appropriate as a result of this Agreement, shall have been filed with
the Commission; (ii) the Delaware Trust shall have adopted as its own
such Registration Statement, as so amended; and (iii) the most recent
post-effective amendment or amendments to the Massachusetts Trust's
Registration Statement shall have become effective, and no stop order
suspending the effectiveness of the Registration Statement shall have
been issued, and no proceeding for that purpose shall have been
initiated or threatened by the Commission (other than any such stop
order, proceeding or threatened proceeding which shall have been
withdrawn or terminated);
(c) Each party shall have received an opinion of Stradley
Ronon Stevens & Young, LLP ("SRS&Y"), to the effect that, assuming the
reorganization contemplated hereby is carried out in accordance with
this Agreement, the laws of the States of Delaware and Maryland, and
in accordance with customary representations provided by the Trusts in
a certificate(s) delivered to SRS&Y, the reorganization contemplated
by this Agreement qualifies as a "reorganization" under Section 368 of
the Code, and thus will not give rise to the recognition of income,
gain or loss for federal income tax purposes to the Massachusetts
Trust, the Delaware Trust or the shareholders of the Massachusetts
Trust or the Delaware Trust;
(d) The Massachusetts Trust shall have received an opinion of
SRS&Y, dated the Effective Date of the Reorganization, addressed to
and in form and substance reasonably satisfactory to the Massachusetts
Trust, to the effect that: (i) the Delaware Trust is a statutory trust
duly formed and in good standing under the laws of the State of
Delaware; (ii) this Agreement and the transactions contemplated
thereby and the execution and delivery of this Agreement have been
duly authorized and approved by all requisite action of the Delaware
Trust and this Agreement has been duly executed and delivered by the
Delaware Trust and is a legal, valid and binding agreement of the
Delaware Trust in accordance with its terms; and (iii) the shares of
the Delaware Trust to be issued in the reorganization have been duly
authorized and, upon issuance thereof in accordance with this
Agreement, will have been validly issued and fully paid and will be
nonassessable by the Delaware Trust;
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(e) The Delaware Trust shall have received the opinion of
SRS&Y, dated the Effective Date of the Reorganization, addressed to
and in form and substance reasonably satisfactory to the Delaware
Trust, to the effect that: (i) the Massachusetts Trust is organized,
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts; (ii) the Massachusetts Trust is an
open-end investment company of the management type registered under
the 1940 Act; and (iii) this Agreement and the transactions
contemplated hereby and the execution and delivery of this Agreement
have been duly authorized and approved by all requisite corporate
action of the Massachusetts Trust and this Agreement has been duly
executed and delivered by the Massachusetts Trust and is a legal,
valid and binding agreement of the Massachusetts Trust in accordance
with its terms;
(f) The shares of each Series of the Delaware Trust to be
delivered under this Agreement shall be eligible for sale with each
state commission, agency or jurisdiction with which such eligibility
is required in order to permit shares of each Series of the Delaware
Trust lawfully to be delivered to each shareholder of the
corresponding Series of the Massachusetts Trust on the Effective Date
of the Reorganization;
(g) This Agreement and the transactions contemplated hereby
shall have been duly adopted and approved by the appropriate action of
the Massachusetts Trust's Board of Trustees and the shareholders of
each Series of the Massachusetts Trust;
(h) The shareholders of each Series of the Massachusetts Trust
shall have approved the transactions contemplated by this Agreement,
which approval is deemed to be approval to direct the Massachusetts
Trust to vote, and the Massachusetts Trust shall have voted, as sole
shareholder of each Series of the Delaware Trust, to:
(1) Elect as trustees of the Delaware Trust the
following individuals: Jude T. Driscoll, Walter P. Babich,
John H. Durham, Anthony D. Knerr, Ann R. Leven, Thomas F.
Madison and Janet L. Yeomans; and
(2) Approve an Investment Management Agreement
between DMC and the Delaware Trust on behalf of each Series of
the Delaware Trust, which is substantially identical to the
then-current Investment Management Agreement between DMC and
the Massachusetts Trust on behalf of each Series of the
Massachusetts Trust;
(i) The Delaware Trust's Board of Trustees shall have duly
adopted and approved this Agreement and the transactions contemplated
hereby and shall have taken the following actions by unanimous consent
or, where required, at a meeting duly called for such purposes:
C-4
(1) Approval of the Investment Management Agreement
described in paragraph (h)(2) of this Section 3 on behalf of
each Series of the Delaware Trust;
(2) Approval of a Distribution Agreement between
Delaware Distributors, L.P. and the Delaware Trust on behalf
of each Series of the Delaware Trust;
(3) Approval of Second Amended and Restated Financial
Intermediary Distribution Agreement dated August 21, 2003
between Delaware Distributors, L.P. and Lincoln Financial
Distributors, Inc. on behalf of the Delaware Trust;
(4) Approval of a Form of Dealer Agreement between
Delaware Distributors, L.P. and securities dealers, dated
January [ ], 2001, as amended, on behalf of each Series of the
Delaware Trust;
(5) Approval and adoption pursuant to Rule 18f-3
under the 1940 Act of a Multiple Class Plan for the Delaware
Trust on behalf of its Series of the Delaware Trust for Class
A, Class B, and Class C shares;
(6) Approval, creation and designation of Class A,
Class B and Class C, shares for the Series of the Delaware
Trust;
(7) Approval and adoption pursuant to Rule 12b-1
under the 1940 Act of a Class A Distribution Plan, Class B
Distribution Plan and Class C Distribution Plan for Series of
the Delaware Trust;
(8) Approval of a Shareholder Services Agreement
between Delaware Service Company, Inc. and the Delaware Trust,
on behalf of each Series of the Delaware Trust;
(9) Approval of a Fund Accounting Agreement between
Delaware Service Company, Inc. and the Delaware Trust;
(10) Approval of the assignment to the Delaware Trust
of the Massachusetts Trust's (i) Amended and Restated Mutual
Fund Custody and Services Agreement dated [ ], between Mellon
Bank, N.A. and the Massachusetts Trust on behalf of the Series
of the Delaware Trust;
(11) Selection of Ernst & Young LLP as the Delaware
Trust's independent auditors for the fiscal year ending August
31, [2005];
(12) Authorization of the issuance by the Delaware
Trust, prior to the Effective Date of the Reorganization, of
one share of beneficial interest of each class of each Series
of the Delaware Trust to the Massachusetts Trust in
consideration for the payment of $1.00 for each such share for
the purpose of enabling the Massachusetts Trust to vote on the
matters referred to in paragraph (h) of this Section 3;
(13) Submission of the matters referred to in
paragraph (h) of this Section 3 to the Massachusetts Trust as
sole shareholder of each class of each Series of the Delaware
Trust; and
C-5
(14) Authorization of the issuance and delivery by
the Delaware Trust of shares of each Series of the Delaware
Trust on the Effective Date of the Reorganization and the
assumption by the Series of the Delaware Trust of the
obligations and liabilities of the corresponding Series of the
Massachusetts Trust in exchange for the assets of the
corresponding Series of the Massachusetts Trust pursuant to
the terms and provisions of this Agreement.
At any time prior to the Closing, any of the foregoing conditions may
be waived or amended, or any additional terms and conditions may be fixed, by
the Massachusetts Trust's Board of Trustees or the Delaware Trust's Board of
Trustees, if, in the judgment of such Board, such waiver, amendment, term or
condition will not affect in a materially adverse way the benefits intended to
be accorded to its shareholders under this Agreement.
4. DISSOLUTION OF THE MASSACHUSETTS TRUST.
Promptly following the consummation of the distribution of each class
of shares of each Series of the Delaware Trust to holders of the corresponding
class of shares and Series of the Massachusetts Trust under this Agreement, the
officers of the Massachusetts Trust shall take all steps necessary under
Massachusetts law to dissolve its corporate status, including publication of any
necessary notices to creditors, receipt of any necessary pre-dissolution
clearances from the Commonwealth of Massachusetts, and filing a Termination of
Trust with the Office of the Secretary of State of the Commonwealth of
Massachusetts.
5. TERMINATION.
The Massachusetts Trust's Board of Trustees may terminate this
Agreement and abandon the reorganization contemplated hereby, notwithstanding
approval thereof by the shareholders of the Series of the Massachusetts Trust,
at any time prior to the Effective Date of the Reorganization if, in the
judgment of such Board, the facts and circumstances make proceeding with this
Agreement inadvisable.
6. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement between the Trusts and
there are no agreements, understandings, restrictions or warranties among the
Trusts other than those set forth herein or herein provided for.
7. FURTHER ASSURANCES.
The Massachusetts Trust and the Delaware Trust shall take such further
action as may be necessary or desirable and proper to consummate the
transactions contemplated hereby.
8. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
9. GOVERNING LAW.
This Agreement and the transactions contemplated hereby shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
C-6
IN WITNESS WHEREOF, the Delaware Trust and the Massachusetts Trust
have each caused this Agreement and Plan of Reorganization to be executed on its
behalf by a Vice President and attested by its Secretary or an Assistant
Secretary, all as of the day and year first-above written.
VOYAGEUR INVESTMENT TRUST
(a Massachusetts business trust)
Attest: By:
------------------------------- ---------------------------------
Name: Name:
Title: Title:
DELAWARE INVESTMENTS MUNICIPAL TRUST
(a Delaware statutory trust)
Attest: By:
------------------------------- ---------------------------------
Name: Name:
Title: Title:
C-7
EXHIBIT D
A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW
Nominations
| 1. | Independent Directors/Trustees. Independent Directors/Trustees for the open and closed-end Funds are to be selected and nominated solely by |
| 2. | Chair of | |
| 3. | Committees. The Committee shall annually review the membership of and annually recommend persons to serve as members of each committee of the Board. The Committee shall also review the continued appropriateness | |
C-1
| of existing committees and consider the addition of new committees. The Committee shall also make recommendations for members of any | ||
| 4. | 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. | |
| 5. | Shareholder Recommendations. The Committee shall respond to shareholders who communicate with the Board. | |
| 6. | Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. | |
Corporate Governance
| 1. | The Committee shall evaluate annually the ability to each Director/Trustee to function effectively in the 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 at least annually conduct a review of Director/Trustee education on current industry issues. | |
| 3. | 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 | |
| 4. | The | |
| 5. | The Committee shall establish procedures to | |
Other Powers and Responsibilities
| 1. | The Committee shall have the resources and |
C-2
| 2. | The Committee shall review this Charter at least annually and | |
| 3. | The Committee shall review annually the Board of Directors/Trustees Policies and | |
| 4. | The | |
| 5. | The | |
C-3
APPENDIX D — FUNDSHAREBENEFICIALOWNERSHIP BYTRUSTEENOMINEES
Thefollowing tableshows the dollar range of shares of the Funds and theaggregate dollar range of shares of theDelawareInvestments®Family of Funds that arebeneficially owned by eachTrusteeNominee as of June 30, 2009.
| Thomas L. | Patrick P. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | ||||||||||
| Fund | Bennett | Coyne | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | |||||||||
| Delaware Aggressive Allocation Portfolio1 | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware American Services Fund | - | - | - | - | $10,001 - | - | - | - | - | |||||||||
| $50,000 | ||||||||||||||||||
| Delaware Cash Reserve Fund | - | $50,001 - | - | Over | $10,001 - | - | - | - | - | |||||||||
| $100,000 | $100,000 | $50,000 | ||||||||||||||||
| Delaware Conservative Allocation Portfolio2 | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Core Plus Bond Fund | - | $10,001 - | - | - | - | - | - | - | - | |||||||||
| $50,000 | ||||||||||||||||||
| Delaware Corporate Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Diversified Income Fund | - | $10,001 - | - | - | $10,001 - | - | - | - | - | |||||||||
| $50,000 | $50,000 | |||||||||||||||||
| Delaware Dividend Income Fund | - | - | - | - | - | $10,001 - | $1 - | - | - | |||||||||
| $50,000 | $10,000 | |||||||||||||||||
| Delaware Emerging Markets Fund | - | - | - | - | - | - | $1 - | $10,001 - | - | |||||||||
| $10,000 | $50,000 | |||||||||||||||||
| Delaware Extended Duration Bond Fund | - | $10,001 - | - | - | - | - | - | - | - | |||||||||
| $50,000 | ||||||||||||||||||
| Delaware Focus Global Growth Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Foundation®Equity Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Global Real Estate Securities Fund | - | - | - | - | - | - | - | - | - |
D-1
| Thomas L. | Patrick P. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | ||||||||||
| Fund | Bennett | Coyne | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | |||||||||
| Delaware Global Value Fund | - | - | - | - | $1 - | - | - | - | - | |||||||||
| $10,000 | ||||||||||||||||||
| Delaware Growth Opportunities Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Healthcare Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware High-Yield Opportunities Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Inflation Protected Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware International Value Equity Fund | - | $50,001 - | - | - | - | $10,001 - | $1 - | - | - | |||||||||
| $100,000 | $50,000 | $10,000 | ||||||||||||||||
| Delaware Large Cap Core Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Large Cap Value Fund | $10,001 - | $50,001 - | Over | - | $10,001 - | $50,001 - | $1 - | - | - | |||||||||
| $50,000 | $100,000 | $100,000 | $50,000 | $100,000 | $10,000 | |||||||||||||
| Delaware Limited-Term Diversified Income Fund | - | Over | - | - | - | - | - | - | - | |||||||||
| $100,000 | ||||||||||||||||||
| Delaware Mid Cap Value Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Minnesota High-Yield Municipal Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Moderate Allocation Portfolio3 | - | $10,001 - | - | - | - | - | $1 - | - | - | |||||||||
| $50,000 | $10,000 | |||||||||||||||||
| Delaware National High-Yield Municipal Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware REIT Fund | - | $10,001 - | $1 - | - | - | - | $1 - | - | - | |||||||||
| (also known as The Real Estate Investment Trust Portfolio) | $50,000 | $10,000 | $10,000 | |||||||||||||||
| Delaware Select Growth Fund | - | - | - | $10,001 - | - | $10,001 - | $1 - | $10,001 - | - | |||||||||
| $50,000 | $50,000 | $10,000 | $50,000 | |||||||||||||||
| Delaware Small Cap Core Fund | - | - | - | - | $10,001 - | - | - | - | - | |||||||||
| $50,000 |
D-2
| Thomas L. | Patrick P. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | ||||||||||
| Fund | Bennett | Coyne | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | |||||||||
| Delaware Small Cap Growth Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Small Cap Value Fund | - | $50,001 - | $1 - | $1 - $10,000 | - | $10,001 - | - | - | - | |||||||||
| $100,000 | $10,000 | $50,000 | ||||||||||||||||
| Delaware Tax-Free Arizona Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free California Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Colorado Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Idaho Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Minnesota Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Minnesota Intermediate Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Money Fund | - | Over | - | - | - | - | - | - | - | |||||||||
| $100,000 | ||||||||||||||||||
| Delaware Tax-Free New York Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Pennsylvania Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free USA Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free USA Intermediate Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Trend®Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware U.S. Growth Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Value®Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Aggregate dollar range of shares of the | $10,001 - | Over | Over | Over | Over | Over | $10,001 - | Over | $10,001 - | |||||||||
| Delaware Investments® Family of Funds: | $50,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $50,000 | $100,000 | $50,000 |
| 1 | On October 21, 2009, the |
| 2 | On October 21, 2009, the |
| 3 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. |
D-3
APPENDIX E —TRUSTEECOMPENSATION
Thefollowing tabledescribes theaggregatecompensationreceived by theIndependentTrustees from each Trust and the totalcompensationreceived from theDelawareInvestments®Funds for which he or she served as aTrustee for the 12-month period ended June 30, 2009. Only theIndependentTrusteesreceivedcompensation from the Trust.
| Thomas L. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | |||||||||
| Trust | Bennett | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | ||||||||
| Delaware Group®Adviser Funds | $39,430 | $33,839 | $37,907 | $34,772 | $44,904 | $38,304 | $33,159 | $35,323 | ||||||||
| Delaware Group Cash Reserve | $4,600 | $3,950 | $4,426 | $4,064 | $5,246 | $4,473 | $3,876 | $4,122 | ||||||||
| Delaware Group Equity Funds I | $1,409 | $1,234 | $1,063 | $1,182 | $1,101 | $1,207 | $1,061 | $1,102 | ||||||||
| Delaware Group Equity Funds II | $9,968 | $8,569 | $9,594 | $8,838 | $11,397 | $9,748 | $8,475 | $8,957 | ||||||||
| Delaware Group Equity Funds III | $5,289 | $4,546 | $5,075 | $4,704 | $6,047 | $5,167 | $4,524 | $4,756 | ||||||||
| Delaware Group Equity Funds IV | $2,155 | $1,854 | $2,073 | $1,914 | $2,465 | $2,106 | $1,836 | $1,938 | ||||||||
| Delaware Group Equity Funds V | $7,545 | $6,482 | $7,246 | $6,696 | $8,618 | $7,368 | $6,429 | $6,776 | ||||||||
| Delaware Group Foundation Funds | $1,644 | $1,411 | $1,592 | $1,443 | $1,877 | $1,600 | $1,369 | $1,481 | ||||||||
| Delaware Group Global & International Funds | $8,992 | $7,728 | $8,634 | $7,995 | $10,289 | $8,805 | $7,700 | $8,091 | ||||||||
| Delaware Group Government Fund | $2,144 | $1,849 | $2,070 | $1,899 | $2,452 | $2,091 | $1,810 | $1,928 | ||||||||
| Delaware Group Income Funds | $9,618 | $8,235 | $9,230 | $8,457 | $10,932 | $9,337 | $8,073 | $8,604 | ||||||||
| Delaware Group Limited-Term Government Funds | $3,235 | $2,794 | $3,145 | $2,852 | $3,708 | $3,157 | $2,699 | $2,918 | ||||||||
| Delaware Group State Tax-Free Income Trust | $4,619 | $3,957 | $4,431 | $4,067 | $5,250 | $4,477 | $3,877 | $4,129 | ||||||||
| Delaware Group Tax-Free Fund | $9,079 | $7,780 | $8,719 | $7,987 | $10,323 | $8,805 | $7,610 | $8,118 | ||||||||
| Delaware Group Tax-Free Money Fund | $164 | $139 | $156 | $143 | $184 | $157 | $136 | $145 | ||||||||
| Delaware Pooled®Trust | $29,434 | $25,305 | $28,273 | $26,154 | $33,638 | $28,771 | $25,133 | $26,450 | ||||||||
| Voyageur Insured Funds | $1,198 | $1,027 | $1,150 | $1,056 | $1,363 | $1,162 | $1,008 | $1,072 | ||||||||
| Voyageur Intermediate Tax Free Funds | $663 | $569 | $638 | $583 | $754 | $643 | $555 | $593 | ||||||||
| Voyageur Mutual Funds | $3,731 | $3,201 | $3,582 | $3,289 | $4,244 | $3,619 | $3,137 | $3,338 | ||||||||
| Voyageur Mutual Funds II | $2,205 | $1,889 | $2,115 | $1,941 | $2,506 | $2,137 | $1,851 | $1,971 | ||||||||
| Voyageur Mutual Funds III | $1,834 | $1,581 | $1,771 | $1,631 | $2,104 | $1,798 | $1,563 | $1,654 | ||||||||
| Voyageur Tax Free Funds | $5,549 | $4,759 | $5,330 | $4,890 | $6,314 | $5,383 | $4,660 | $4,965 | ||||||||
| TOTAL – 12-month period ended June 30, 2009 | $195,000 | $167,500 | $187,500 | $172,500 | $222,500 | $190,000 | $165,000 | $175,000 |
E-1
APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTS
| Number of | ||||||||||
| Portfolios | ||||||||||
| Principal | in Fund | Other | ||||||||
| Position(s) | Occupation(s) | Complex | Directorships | |||||||
| Name, Address, | Held with | Length of | During Past | Overseen | Held by | |||||
| and Birth Date | the Trusts | Time Served | 5 Years | by Officer | Officer | |||||
| Patrick P. Coyne | Chairman, | Chairman and | Patrick P. Coyne | 81 | Director — Kaydon | |||||
| 2005 Market Street | President, | Trustee since | has served in | Corp. | ||||||
| Philadelphia, PA | Chief | August 16, | various executive | |||||||
| 19103 | Executive | 2006 | capacities at | |||||||
| Officer, and | different times | |||||||||
| April 1963 | Trustee | President | at Delaware | |||||||
| and Chief | Investments.1 | |||||||||
| Executive | ||||||||||
| Officer since | ||||||||||
| August 1, | ||||||||||
| 2006 | ||||||||||
| David P. O’Connor | Senior Vice | Senior Vice | David P. | 81 | None2 | |||||
| 2005 Market Street | President, | President, | O’Connor has | |||||||
| Philadelphia, PA | General | General | served in various | |||||||
| 19103 | Counsel, and | Counsel, and | executive and | |||||||
| Chief Legal | Chief Legal | legal capacities | ||||||||
| February 1966 | Officer | Officer since | at different times | |||||||
| October 2005 | at Delaware | |||||||||
| Investments. | ||||||||||
| Richard Salus | Senior Vice | Chief | Richard Salus | 81 | None2 | |||||
| 2005 Market Street | President | Financial | has served in | |||||||
| Philadelphia, PA | and Chief | Officer since | various executive | |||||||
| 19103 | Financial | November | capacities at | |||||||
| Officer | 2006 | different times | ||||||||
| October 1963 | at Delaware | |||||||||
| Investments. | ||||||||||
| David F. Connor | Vice | Vice President | David F. Connor | 81 | None2 | |||||
| 2005 Market Street | President, | since | has served as | |||||||
| Philadelphia, PA | Deputy | September | Vice President | |||||||
| 19103 | General | 2000 and | and Deputy | |||||||
| Counsel, and | Secretary | General Counsel | ||||||||
| December 1963 | Secretary | since October | at Delaware | |||||||
| 2005 | Investments since | |||||||||
| 2000. | ||||||||||
| Daniel V. Geatens | Vice | Treasurer | Daniel V. Geatens | 81 | None2 | |||||
| 2005 Market Street | President and | since October | has served in | |||||||
| Philadelphia, PA | Treasurer | 2007 | various capacities | |||||||
| 19103 | at different times | |||||||||
| at Delaware | ||||||||||
| October 1972 | Investments. | |||||||||
F-1
| 1 | Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and |
| 2 | David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in capacities for the | |
F-2
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 E&Y 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 by an agent or records shall be open to inspection upon the
attorney. written demand of any shareholder or holder of a
voting trust certificate at any reasonable time
during usual business hours for a purpose
reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust
certificate. The inspection may be made in person
or by an agent or attorney.
DERIVATIVE ACTIONS Under the Delaware Act, a shareholder may bring a The Massachusetts Statute does not contain
derivative action if trustees with authority to do specific provisions addressing derivative actions.
so have refused to bring the action or if a demand
upon the trustees to bring the action is not
likely to succeed. A shareholder may bring a
derivative action only if the shareholder is a
shareholder at the time the action is brought and:
(i) was a shareholder at the time of the
transaction complained about or (ii) acquired the
status of shareholder by operation of law or
pursuant to the governing instrument from a person
who was a shareholder at the time of the
transaction. A shareholder's right to bring a
derivative action may be subject to such
additional standards and restrictions, if any, as
are set forth in the governing instrument.
The DE Declaration has no provision regarding The MA Declaration has a provision regarding
derivative actions. shareholder voting with respect to derivative
actions, as described above.
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DELAWARE STATUTORY TRUST MASSACHUSETTS BUSINESS TRUST
------------------------ ----------------------------
MANAGEMENT The DE Trust, upon completion of the The Trust is an open-end management investment
INVESTMENT COMPANY Reorganization, will be an open-end management company under the 1940 Act (i.e., a management
CLASSIFICATION investment company under the 1940 Act (i.e., a investment company whose securities are
management investment company whose securities are redeemable). Each series of the Trust is
redeemable). non-diversified under the 1940 Act.
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AUDIT FEE INFORMATION
FEES BILLED BY ERNST & YOUNG LLP:
- -------------------------------------------------------------------------------------------------------------------------
AUDIT AGGREGATE
TRUST NAME/ RELATED ALL OTHER NON-AUDIT
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES FEES FEES
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group State Tax-Free Income
Trust
2/29/04 $22,550 $0 $1,250 $0 $1,250
2/28/03 $21,350 $0 $1,150 $0 $1,150
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Cash Reserve Fund
3/31/04 $23,150 $0 $1,250 $0 $1,250
3/31/03 $21,350 $0 $1,150 $0 $1,150
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Tax-Free Money Market
Fund
4/30/04 $21,950 $0 $1,250 $0 $1,250
4/30/03 $21,350 $0 $1,150 $0 $1,150
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Voyageur Mutual Funds III
4/30/04 $33,150 $0 $2,500 $0 $2,500
4/30/03 $36,100 $0 $2,300 $0 $2,300
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Equity Funds III
6/30/04 $60,850 $0 $10,750 $0 $10,750
6/30/03 $96,050 $0 $8,750 $0 $8,750
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Income Funds
7/31/04 $74,700 $0 $8,750 $0 $8,750
7/31/03 $78,950 $0 $6,250 $0 $6,250
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Government Fund
7/31/04 $26,000 $0 $1,750 $0 $1,750
7/31/03 $23,750 $0 $1,250 $0 $1,250
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Tax-Free Fund
8/31/04 $57,600 $0 $5,250 $0 $5,250
8/31/03 $50,650 $0 $3,750 $0 $3,750
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Voyageur Insured Funds
8/31/04 $26,020 $0 $3,500 $0 $3,500
8/31/03 $22,970 $0 $2,500 $0 $2,500
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Voyageur Intermediate Tax Free Funds
8/31/04
8/31/03 $13,010 $0 $1,750 $0 $1,750
$11,490 $0 $1,250 $0 $1,250
- -------------------------------------------------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------------------------------------------------
Voyageur Investment Trust
8/31/04 $65,070 $0 $8,750 $0 $8,750
8/31/03 $57,430 $0 $6,250 $0 $6,250
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Voyageur Mutual Funds
8/31/04 $78,080 $0 $10,500 $0 $10,500
8/31/03 $68,930 $0 $7,500 $0 $7,500
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Voyageur Mutual Funds II
8/31/04 $13,010 $0 $1,750 $0 $1,750
8/31/03 $11,490 $0 $1,250 $0 $1,250
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Voyageur Tax-Free Funds
8/31/04 $13,010 $0 $1,750 $0 $1,750
8/31/03 $11,490 $0 $1,250 $0 $1,250
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Equity Funds IV
9/30/04 $43,350 $0 $3,500 $0 $3,500
9/30/03 $38,900 $0 $2,500 $0 $2,500
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Foundation Funds
9/30/04 $49,000 $0 $7,000 $0 $7,000
9/30/03 $45,000 $0 $5,000 $0 $5,000
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Adviser Funds
10/31/04 $45,500 $0 $3,500 $0 $3,500
10/31/03 $45,000 $0 $2,500 $0 $2,500
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Equity Funds I
10/31/04 $24,250 $0 $3,500 $0 $3,500
10/31/03 $39,500 $0 $2,500 $0 $2,500
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Pooled Trust
10/31/04 $187,900 $0 $23,250 $0 $23,250
10/31/03 $184,750 $0 $26,250 $0 $26,250
- ---------------------------------------- ----------------- -------------- -------------- --------------- ----------------
Delaware Group Equity Funds II
11/30/03 $74,300 $0 $5,000 $0 $5,000
11/30/02 $54,700 $0 $4,600 $0 $4,600
- -------------------------------------------------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------------------------------------------------
Delaware Group Equity Funds V
11/30/03
11/30/02 $50,650 $0 $3,750 $0 $3,750
$43,150 $0 $3,950 $0 $3,950
- ------------------------------- --------------- ------------------ ---------------- ----------------- -------------------
Delaware Group Global &
International Funds
11/30/03 $53,050 $0 $3,750 $0 $3,750
11/30/02 $44,650 $0 $5,450 $0 $5,450
- ------------------------------- --------------- ------------------ ---------------- ----------------- -------------------
Delaware Group Limited-Term
Government Funds
12/31/03 $23,750 $0 $1,250 $0 $1,250
12/31/02 $21,350 $0 $1,150 $0 $1,150
- -------------------------------------------------------------------------------------------------------------------------
Fees for services that normally are provided by Ernst & Young LLPE&Y 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 E&Y for tax compliance, tax advice and tax planning.
Affiliate Audit-Related Fees. The aggregate fees billed by E&Y for services relating to the performance of the audit of the financial statements of DMC and other service providers to the Trusts that under common control with DMC which servicesand that relate directly to the operations or financial reporting of the Trusts.
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by E&Y for services rendered to the Trusts and to DMC and other service providers under common control with DMC.
| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit- | Non- | |||||
| Trust | Fees | Fees | Related Fees | Audit Fees | ||||
| Delaware Group®Adviser Funds | ||||||||
| 10/31/08 | $174,400 | $72,465 | $19,074 | $324,467 | ||||
| 10/31/07 | $117,000 | $46,900 | $19,074 | $301,262 | ||||
| Delaware Group Cash Reserve | ||||||||
| 3/31/09 | $27,000 | $9,150 | $19,074 | $261,152 | ||||
| 3/31/08 | $23,800 | $8,650 | $19,074 | $263,012 | ||||
| Delaware Group Equity Funds I | ||||||||
| 10/31/08 | $25,700 | $6,300 | $19,074 | $258,302 | ||||
| 10/31/07 | $17,100 | $5,350 | $19,074 | $259,712 | ||||
| Delaware Group Equity Funds II | ||||||||
| 11/30/08 | $91,800 | $34,300 | $19,074 | $288,302 | ||||
| 11/30/07 | $86,100 | $35,600 | $19,074 | $289,962 | ||||
| Delaware Group Equity Funds III | ||||||||
| 6/30/09 | $49,100 | $14,950 | $19,074 | $264,064 | ||||
| 6/30/08 | $64,700 | $20,550 | $19,074 | $274,912 |
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| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit- | Non- | |||||
| Trust | Fees | Fees | Related Fees | Audit Fees | ||||
| Delaware Group® Equity Funds IV | ||||||||
| 9/30/08 | $40,900 | $10,350 | $19,074 | $262,352 | ||||
| 9/30/07 | $40,500 | $13,800 | $19,074 | $268,162 | ||||
| Delaware Group Equity Funds V | ||||||||
| 11/30/08 | $93,200 | $32,650 | $19,074 | $286,652 | ||||
| 11/30/07 | $89,800 | $34,650 | $19,074 | $289,012 | ||||
| Delaware Group Foundation Funds | ||||||||
| 9/30/08 | $49,000 | $14,380 | $19,074 | $266,382 | ||||
| 9/30/07 | $32,700 | $7,250 | $19,074 | $261,612 | ||||
| Delaware Group Global & International Funds | ||||||||
| 11/30/08 | $94,100 | $44,490 | $19,074 | $298,492 | ||||
| 11/30/07 | $96,400 | $47,485 | $19,074 | $301,847 | ||||
| Delaware Group Government Fund | ||||||||
| 7/31/09 | $26,600 | $6,700 | $19,074 | $258,702 | ||||
| 7/31/08 | $23,600 | $5,700 | $19,074 | $260,062 | ||||
| Delaware Group Income Funds | ||||||||
| 7/31/08 | $80,700 | $25,000 | $19,074 | $277,002 | ||||
| 7/31/07 | $79,200 | $26,700 | $19,074 | $281,062 | ||||
| Delaware Group Limited-Term Government Funds | ||||||||
| 12/31/08 | $17,200 | $4,950 | $19,074 | $258,952 | ||||
| 12/31/07 | $15,900 | $4,750 | $19,074 | $259,112 | ||||
| Delaware Group State Tax-Free Income Trust | ||||||||
| 2/28/09 | $28,000 | $9,550 | $19,074 | $261,552 | ||||
| 2/29/08 | $26,900 | $10,050 | $19,074 | $264,412 | ||||
| Delaware Group Tax-Free Fund | ||||||||
| 8/31/08 | $54,600 | $18,500 | $19,074 | $270,502 | ||||
| 8/31/07 | $62,400 | $22,200 | $13,400 | $270,888 | ||||
| Delaware Group Tax-Free Money Fund | ||||||||
| 4/30/09 | $9,900 | $1,950 | $19,074 | $253,952 | ||||
| 4/30/08 | $10,000 | $1,950 | $19,074 | $256,312 |
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| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit- | Non- | |||||
| Trust | Fees | Fees | Related Fees | Audit Fees | ||||
| Delaware Pooled®Trust | ||||||||
| 10/31/08 | $372,800 | $147,505 | $19,074 | $399,507 | ||||
| 10/31/07 | $368,500 | $129,520 | $19,074 | $383,882 | ||||
| Voyageur Insured Funds | ||||||||
| 8/31/08 | $14,300 | $3,750 | $19,074 | $255,752 | ||||
| 8/31/07 | $14,000 | $3,950 | $13,400 | $252,638 | ||||
| Voyageur Intermediate Tax Free Funds | ||||||||
| 8/31/08 | $11,500 | $2,550 | $19,074 | $254,552 | ||||
| 8/31/07 | $11,000 | $2,450 | $13,400 | $251,138 | ||||
| Voyageur Mutual Funds | ||||||||
| 8/31/08 | $61,700 | $14,650 | $19,074 | $266,652 | ||||
| 8/31/07 | $60,200 | $14,850 | $13,400 | $263,538 | ||||
| Voyageur Mutual Funds II | ||||||||
| 8/31/08 | $18,200 | $5,450 | $19,074 | $257,452 | ||||
| 8/31/07 | $17,900 | $5,750 | $13,400 | $254,438 | ||||
| Voyageur Mutual Funds III | ||||||||
| 4/30/09 | $29,400 | $7,900 | $19,074 | $259,902 | ||||
| 4/30/08 | $30,600 | $9,000 | $19,074 | $263,362 | ||||
| Voyageur Tax Free Funds | ||||||||
| 8/31/08 | $31,300 | $10,950 | $19,074 | $262,952 | ||||
| 8/31/07 | $45,700 | $14,650 | $13,400 | $263,338 |
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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.
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The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund Services initiated since the last such report was rendered, including a Trust:
general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).
B.Fund-related services provided to Adviser entities.
The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser” is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as “Adviser entities”) for purposes of these Procedures.
The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund-Related Adviser Services initiated since the last such report was rendered, 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
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the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees.
III.Internal Controls
The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees that are required to be disclosed annually in compliance with Independence Standards Board No. 1.
The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above.
IV.Pre-Approval Process
Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows:
- 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
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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, 2005Last Approved: November 20, 2008
ANNEX I-A - PRE-APPROVED FUND SERVICES
| Service | Range of Fees | |
| Audit Services | ||
| Statutory audits or financial audits for new Funds | up to $25,000 per Fund |
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| Service | Range of Fees | |
| 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 |
H-5
| Service | Range of Fees | |
| U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) | up to $5,000 per Fund | |
| Review of federal, state, local and international income, franchise and other tax returns | up to $5,000 per Fund |
ANNEX I-B - PRE-APPROVED FUND-RELATED ADVISER SERVICES
| Service | Range of Fees | |
| Non-Audit Services | ||
| Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters | up to $10,000 in the aggregate |
ANNEX II - ADVISER ENTITIES
Delaware Management Business Trust; Delaware Distributors, L.P.; Lincoln Financial Distributors, Inc.; Delaware Service Company, Inc.; Retirement Financial Services, Inc.
H-6
APPENDIX I — FORM OF NEW INVESTMENT ADVISORY AGREEMENTS
AGREEMENT, made by and between[NAME OF INVESTMENT COMPANY], a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Investment Manager”).
WITNESSETH:
WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities;
WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of providing investment management services; and
WHEREAS, the Trust, on behalf of each Fund, and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provide investment management services to each Fund.
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. The Trust hereby employs the Investment Manager to manage the investment and reinvestment of each Fund’s assets and to administer its affairs, subject to the direction of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent of the Trust or the Funds. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Fund’s investments as the Investment
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Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities.
2. The 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 corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting, and financial administration fees; taxes; federal and state registration fees; and other costs and expenses approved by the Board of Trustees. Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family of funds (including the Trust). Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares.
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(b)Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Manager may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager exercises investment discretion.
4. As compensation for the investment services to be rendered to a particularFund by the Investment Manager under the provisions of this Agreement, the Trust shall pay monthly to the Investment Manager exclusively from that Fund’s assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto.
If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.
5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Trust under the provisions of this Agreement are not to be deemed to be exclusive. The Investment Manager, its trustees, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment
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companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust or to any other investment company, corporation, association, firm or individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.
7. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the Trust’s investment adviser, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates may have the right permanently to adopt and to use the words “Delaware,” “Delaware Investments” or “Delaware Group” in their names and in the names of any series or class of shares of such funds.
8. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Trust, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of the 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.
9. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular Fund as of the effective date set forth in Exhibit A for that Fund, only if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of that Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
(b)This Agreement (and Exhibit A hereto) may be amended without the approval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Trust, on behalf of the applicable Fund, and the Investment Manager.
(c)This Agreement may be terminated as to any Fund by the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the Investment Manager of the Trust’s intention to do so, pursuant to action by the Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securities
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of the affected Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice to the Trust 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 any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment.
10. This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto.
11. For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning ascribed to them in the 1940 Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the ___ day of _________, ____.
| DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust |
| [NAME OF INVESTMENT COMPANY] on behalf of the Funds listed on Exhibit A |
| By | |
| Name | |
| Title | |
| By | |
| Name | |
| Title | |
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EXHIBIT F
OUTSTANDING SHARES AS OF DECEMBER 31, 2004
A
THIS EXHIBIT to the Investment Management Agreement betweenDELAWARE [TRUST NAME] andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the “Investment Manager”), entered into as of the ___ day of __________, _____ (the “Agreement”) lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.
| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Diversified Income Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Delaware Group Adviser Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware U.S. Growth | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware Group Adviser Funds) | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion | ||||
| Delaware Cash Reserve | _______, 200__ | 0.45% on first $500 million | ||
| (Delaware | 0.40% on next $500 million | |||
| 0.35% on next $1.5 billion | ||||
| 0.30% on assets in excess of $2.5 billion | ||||
| Delaware | _______, 200__ | 0.75% on first $500 million | ||
| (Delaware Group Equity Funds I) | 0.70% on next $500 million | |||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Large Cap Value | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion |
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| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Value Fund | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware Group Equity Funds II) | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion | ||||
| Delaware American Services | _______, 200__ | 0.75% on first $500 million | ||
| (Delaware Group Equity Funds III) | 0.70% on next $500 million | |||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Small Cap Growth | _______, 200__ | 1.00% on first $250 million | ||
| (Delaware Group Equity Funds III) | 0.90% on next $250 million | |||
| 0.75% on assets in excess of $500 million | ||||
| Delaware Trend | _______, 200__ | 0.75% on first $500 million | ||
| (Delaware | 0.70% on next $500 million | |||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Global Real Estate Securities Fund | _______, 200__ | 0.99% on first $100 million | ||
| (Delaware Group Equity Funds IV) | 0.90% on next $150 million | |||
| 0.80% on assets in excess of $250 million | ||||
| Delaware Growth Opportunities | _______, 200__ | 0.75% on first $500 million | ||
| (Delaware Group Equity Funds IV) | 0.70% on next $500 million | |||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Healthcare Fund | _______, 200__ | 0.85% on first $500 million | ||
| (Delaware Group Equity Funds IV) | 0.80% on next $500 million | |||
| 0.75% on next $1.5 billion | ||||
| 0.70% on assets in excess of $2.5 billion |
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| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Dividend Income | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware Group Equity Funds V) | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion | ||||
| Delaware Small Cap | _______, 200__ | 0.75% on first $500 million | ||
| (Delaware Group Equity Funds V) | 0.70% on next $500 million | |||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Small Cap Value | _______, 200__ | 0.75% on first $500 million | ||
| (Delaware | 0.70% on next $500 million | |||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Aggressive Allocation | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion | ||||
| Delaware Conservative Allocation | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion | ||||
| Delaware Foundation Equity Fund | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware Group Foundation Funds) | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion | ||||
| Delaware Moderate Allocation | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion |
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| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Emerging Markets | _______, 200__ | 1.25% on first $500 million | ||
| (Delaware Group Global & International | 1.20% on next $500 million | |||
| 1.15% on next $1.5 billion | ||||
| 1.10% on assets in excess of $2.5 billion | ||||
| Delaware Focus Global Growth Fund | _______, 200__ | 0.85% on first $500 million | ||
| (Delaware Group Global & International Funds) | 0.80% on next $500 million | |||
| 0.75% on next $1.5 billion | ||||
| 0.70% on assets in excess of $2.5 billion | ||||
| Delaware Global Value | _______, 200__ | 0.85% on first $500 million | ||
| (Delaware Group Global & International Funds) | 0.80% on next $500 million | |||
| 0.75% on next $1.5 billion | ||||
| 0.70% on assets in excess of $2.5 billion | ||||
| Delaware International Value Equity | _______, 200__ | 0.85% on first $500 million | ||
| (Delaware | 0.80% on next $500 million | |||
| 0.75% on next $1.5 billion | ||||
| 0.70% on assets in excess of $2.5 billion | ||||
| Delaware Core Plus Bond Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Delaware Group Government Fund) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Inflation Protected Bond | _______, 200__ | 0.45% on first $500 million | ||
| (Delaware Group Government Fund) | 0.40% on next $500 million | |||
| 0.35% on next $1.5 billion | ||||
| 0.30% on assets in excess of $2.5 billion | ||||
| Delaware Corporate Bond | _______, 200__ | 0.50% on first $500 million | ||
| (Delaware | 0.475% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion |
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| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Extended Duration Bond | _______, 200__ | 0.55% on first $500 million | ||
| (Delaware Group Income Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1,500 million | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware High-Yield Opportunities | _______, 200__ | 0.65% on first $500 million | ||
| (Delaware Group Income Funds) | 0.60% on next $500 million | |||
| 0.55% on next $1.5 billion | ||||
| 0.50% on assets in excess of $2.5 billion | ||||
| Delaware Limited-Term Diversified Income Fund | _______, 200__ | 0.50% on first $500 million | ||
| (Delaware Group Limited-Term Government | 0.475% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free Pennsylvania | _______, 200__ | 0.55% on first $500 million | ||
| (Delaware Group State Tax-Free | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free USA | _______, 200__ | 0.55% on first $500 million | ||
| (Delaware Group Tax-Free Fund) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free USA Intermediate |
| _______, 200__ | 0.50% on first $500 million | |||
| (Delaware Group Tax-Free Fund) | 0.475% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free Money | _______, 200__ | 0.45% on first $500 million | ||
| (Delaware Group Tax-Free Money Fund) | 0.40% on next $500 million | |||
| 0.35% on next $1.5 billion | ||||
| 0.30% on assets in excess of $2.5 billion |
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| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware REIT Fund | _______, 200__ | 0.75% on first $500 million | ||
| (also known as The Real Estate Investment Trust | 0.70% on next $500 million | |||
| (Delaware Pooled Trust) | 0.65% on next $1.5 billion | |||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free Arizona Fund | _______, 200__ | 0.50% on first $500 million | ||
| (Voyageur Insured Funds) | 0.475% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free Minnesota Intermediate Fund | _______, 200__ | 0.50% on first $500 million | ||
| (Voyageur Intermediate Tax Free Funds) | 0.475% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 million | ||||
| Delaware Minnesota High-Yield Municipal Bond Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Voyageur Mutual Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware National High-Yield Municipal Bond Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Voyageur Mutual Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free California Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Voyageur Mutual Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free Idaho Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Voyageur Mutual Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion |
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| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Tax-Free New York Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Voyageur Mutual Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free Colorado Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Voyageur Mutual Funds II) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
| Delaware Large Cap Core Fund | _______, 200__ | 0.65% on the first $500 million | ||
| (Voyageur Mutual Funds III) | 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 Select Growth Fund | _______, 200__ | 0.75% on first $500 million | ||
| (Voyageur Mutual Funds III) | 0.70% on next $500 million | |||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware Tax-Free Minnesota Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Voyageur Tax Free Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion |
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APPENDIX J — CURRENT INVESTMENT ADVISORY AGREEMENTS:
DATES OF APPROVALS
| Fund (Trust) | Date of Current Investment Advisory Agreement | Date Last Approved by Shareholders* | ||
| Delaware Diversified Income Fund (Delaware Group®Adviser Funds) | June 28, 2002 | June 28, 2002 | ||
| Delaware U.S. Growth Fund (Delaware Group Adviser Funds) | November 23, 1999 | November 23, 1999 | ||
| Delaware Cash Reserve Fund (Delaware Group Cash Reserve) | December 15, 1999 | December 15, 1999 | ||
| Delaware Mid Cap Value Fund (Delaware Group Equity Funds I) | January 30, 2008 | January 30, 2008 | ||
| Delaware Large Cap Value Fund (Delaware Group Equity Funds II) | November 23, 1999 | November 23, 1999 | ||
| Delaware Value® Fund (Delaware Group Equity Funds II) | November 23, 1999 | November 23, 1999 | ||
| Delaware American Services Fund (Delaware Group Equity Funds III) | December 22, 1999 | December 22, 1999 | ||
| Delaware Small Cap Growth Fund (Delaware Group Equity Funds III) | June 26, 2001 | June 26, 2001 | ||
| Delaware Trend® Fund (Delaware Group Equity Funds III) | August 27, 1999 | March 17, 1999 | ||
| Delaware Global Real Estate Securities Fund (Delaware Group Equity Funds IV) | September 28, 2007 | September 28, 2007 |
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| Fund (Trust) | Date of Current Investment Advisory Agreement | Date Last Approved by Shareholders* | ||
| Delaware Growth Opportunities Fund (Delaware Group®Equity Funds IV) | April 19, 2001 | April 19, 2001 | ||
| Delaware Healthcare Fund (Delaware Group Equity Funds IV) | September 28, 2007 | September 28, 2007 | ||
| Delaware Dividend Income Fund (Delaware Group Equity Funds V) | November 23, 1999 | November 23, 1999 | ||
| Delaware Small Cap Core Fund (Delaware Group Equity Funds V) | November 23, 1999 | November 23, 1999 | ||
| Delaware Small Cap Value Fund (Delaware Group Equity Funds V) | November 23, 1999 | November 23, 1999 | ||
| Delaware Aggressive Allocation Portfolio (Delaware Group Foundation Funds)1 | September 17, 2008 | March 17, 1999 | ||
| Delaware Conservative Allocation Portfolio (Delaware Group Foundation Funds)2 | September 17, 2008 | March 17, 1999 | ||
| Delaware Foundation® Equity Fund (Delaware Group Foundation Funds) | May 21, 2009 | May 21, 2009 | ||
| Delaware Moderate Allocation Portfolio (Delaware Group Foundation Funds)3 | September 17, 2008 | March 17, 1999 | ||
| Delaware Emerging Markets Fund (Delaware Group Global & International Funds) | September 24, 2004 | August 31, 2004 |
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| Date of Current | ||||
| Investment Advisory | Date Last Approved by | |||
| Fund (Trust) | Agreement | Shareholders* | ||
| Delaware Focus Global Growth Fund | December 29, 2008 | December 29, 2008 | ||
| (Delaware Group® Global & International Funds) | ||||
| Delaware Global Value Fund | March 30, 2006 | August 31, 2004 | ||
| (Delaware Group Global & International Funds) | ||||
| Delaware International Value Equity Fund | September 24, 2004 | August 31, 2004 | ||
| (Delaware Group Global & International Funds) | ||||
| Delaware Core Plus Bond Fund | September 29, 1999 | March 17, 1999 | ||
| (Delaware Group Government Fund) | ||||
| Delaware Inflation Protected Bond Fund | November 29, 2004 | November 26, 2004 | ||
| (Delaware Group Government Fund) | ||||
| Delaware Corporate Bond Fund | September 29, 1999 | September 29, 1999 | ||
| (Delaware Group Income Funds) | ||||
| Delaware Extended Duration Bond Fund | September 29, 1999 | September 29, 1999 | ||
| (Delaware Group Income Funds) | ||||
| Delaware High-Yield Opportunities Fund | September 29, 1999 | September 29, 1999 | ||
| (Delaware Group Income Funds) | ||||
| Delaware Limited-Term Diversified Income Fund | December 15, 1999 | December 15, 1999 | ||
| (Delaware Group Limited-Term Government Funds) | ||||
| Delaware Tax-Free Pennsylvania Fund | May 1, 2000 | May 1, 2000 | ||
| (Delaware Group State Tax-Free Income Trust) |
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| Date of Current | ||||
| Investment Advisory | Date Last Approved by | |||
| Fund (Trust) | Agreement | Shareholders* | ||
| Delaware Tax-Free USA Fund | November 1, 1999 | November 1, 1999 | ||
| (Delaware Group®Tax-Free Fund) | ||||
| Delaware Tax-Free USA Intermediate Fund | November 1, 1999 | November 1, 1999 | ||
| (Delaware Group Tax-Free Fund) | ||||
| Delaware Tax-Free Money Fund | August 27, 1999 | August 27, 1999 | ||
| (Delaware Group Tax-Free Money Fund) | ||||
| The Real Estate Investment Trust Portfolio | December 15, 1999 | March 17, 1999 | ||
| (also known as Delaware REIT Fund) (Delaware Pooled®Trust) | ||||
| Delaware Tax-Free Arizona Fund | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Insured | ||||
| Delaware Tax-Free Minnesota Intermediate | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Intermediate | ||||
| Delaware Minnesota High-Yield Municipal Bond | November 1, 1999 | March 17, 1999 | ||
| (Voyageur Mutual Funds) | ||||
| Delaware National High-Yield Municipal Bond | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Mutual Funds) | ||||
| Delaware Tax-Free California | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Mutual Funds) | ||||
| Delaware Tax-Free Idaho | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Mutual Funds) |
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| Date of Current | ||||
| Investment Advisory | Date Last Approved by | |||
| Fund (Trust) | Agreement | Shareholders* | ||
| Delaware Tax-Free New York (Voyageur Mutual Funds) | November 1, 1999 | November 1, 1999 | ||
| Delaware Tax-Free Colorado (Voyageur Mutual Funds II) | November 1, 1999 | November 1, 1999 | ||
| Delaware Large Cap Core Fund (Voyageur Mutual Funds III) | August 31, 2006 | August 31, 2006 | ||
| Delaware Select Growth (Voyageur Mutual Funds III) | December 15, 1999 | December 15, 1999 | ||
| Delaware Tax-Free Minnesota (Voyageur Tax Free Funds) | November 1, 1999 | November 1, 1999 |
| 1 | On October 21, 2009, the name will be changed to Delaware Foundation® Growth Allocation Fund. | |
| 2 | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. | |
| 3 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. | |
| * | In general, each Current Investment Advisory Agreement was last approved by shareholders (or, to the extent applicable, the initial shareholder) of the relevant Fund either in connection with the initial approval of such agreement, in connection with a later amendment or redomestication requiring such approval, as part of a complex-wide shareholder meeting held in 1999, or as part of a shareholder meeting held in 2004 to vote on, among other things, the appointment of DMC as investment adviser to the Fund. | |
Each Fund’s advisory fee under the New Investment Advisory Agreement and the Current Investment Advisory Agreement is identical. Exhibit A to Appendix I lists the advisory fees for each Fund.
J-5
APPENDIX K — FEES PAID TO DMC ANDAFFILIATES
Thefollowing table lists the Funds byinvestmentcategory, andincludes for the fiscal yearsindicated theaggregateamount of DMC’s fee paid by each Fundindicated and theamounts paid by each Fund toaffiliates of DMC during the fiscal year and for thepurposesindicated. All fees are shown net of anyapplicable waivers andreimbursements.
| Transfer | |||||||||||||||
| Fiscal Year | Advisory Fees | Administration Fees | Distribution Fees | Agency Fees | |||||||||||
| Fund | Ended | ($) | ($) | ($) | ($) | ||||||||||
| EQUITY | |||||||||||||||
| Delaware Aggressive Allocation Portfolio | 9/30/08 | 1,475 | 2,380 | 215,282 | 86,139 | ||||||||||
| Delaware American Services Fund | 6/30/09 | 1,346,875 | 71,414 | 1,016,499 | 831,687 | ||||||||||
| Delaware Conservative Allocation Portfolio | 9/30/08 | 15,724 | 2,222 | 147,491 | 18,751 | ||||||||||
| Delaware Dividend Income Fund | 11/30/08 | 2,904,878 | 33,367 | 4,204,502 | 1,278,360 | ||||||||||
| Delaware Emerging Markets Fund | 11/30/08 | 10,061,603 | 40,925 | 3,475,970 | 1,403,351 | ||||||||||
| Delaware Focus Global Growth Fund1 | 11/30/08 | N/A | N/A | N/A | N/A | ||||||||||
| Delaware Foundation®Equity Fund1 | 10/31/08 | N/A | N/A | N/A | N/A | ||||||||||
| Delaware Global Value Fund | 11/30/08 | 477,200 | 4,015 | 447,088 | 252,427 | ||||||||||
| Delaware Growth Opportunities Fund | 9/30/08 | 3,141,092 | 24,661 | 1,592,074 | 1,709,076 | ||||||||||
| Delaware Healthcare Fund | 9/30/08 | (30,345 | ) | 121 | - | 269 | |||||||||
| Delaware International Value Equity Fund | 11/30/08 | 5,845,743 | 38,948 | 2,303,609 | 1,553,386 | ||||||||||
| Delaware Large Cap Core Fund | 4/30/09 | (257 | ) | 85 | - | 231 | |||||||||
| Delaware Large Cap Value Fund | 11/30/08 | 5,949,985 | 49,455 | 3,135,809 | 1,900,663 | ||||||||||
| Delaware Mid Cap Value Fund | 10/31/08 | (36,366 | ) | 103 | 37 | 143 | |||||||||
| Delaware Moderate Allocation Portfolio | 9/30/08 | 32,834 | 2,614 | 213,510 | 55,166 | ||||||||||
K-1
| Transfer | |||||||||||||||
| Fiscal Year | Advisory Fees | Administration Fees | Distribution Fees | Agency Fees | |||||||||||
| Fund | Ended | ($) | ($) | ($) | ($) | ||||||||||
| Delaware Select Growth Fund | 4/30/09 | 822,062 | 10,668 | 942,443 | 1,427,081 | ||||||||||
| Delaware Small Cap Core Fund | 11/30/08 | 441,475 | 3,923 | 229,562 | 203,528 | ||||||||||
| Delaware Small Cap Growth Fund | 6/30/09 | (10,211 | ) | 559 | 63,447 | 71,843 | |||||||||
| Delaware Small Cap Value Fund | 11/30/08 | 3,412,713 | 23,590 | 2,009,720 | 1,350,774 | ||||||||||
| Delaware Trend®Fund | 6/30/09 | N/A | 17,781 | 1,426,134 | 1,367,689 | ||||||||||
| Delaware U.S. Growth Fund | 10/31/08 | 4,418,044 | 43,260 | 843,673 | 937,742 | ||||||||||
| Delaware Value®Fund | 11/30/08 | 2,216,064 | 175,852 | 1,400,382 | 924,320 | ||||||||||
| REAL ESTATE | |||||||||||||||
| Delaware Global Real Estate Securities Fund | 9/30/08 | (56,829 | ) | 126 | - | 134 | |||||||||
| Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio) | 10/31/08 | 2,106,027 | 15,159 | 976,866 | 1,057,506 | ||||||||||
| FIXED INCOME TAXABLE | |||||||||||||||
| Delaware Core Plus Bond Fund | 7/31/08 | 378,075 | 12,530 | 294,515 | 163,769 | ||||||||||
| Delaware Corporate Bond Fund | 7/31/08 | 2,192,286 | 65,520 | 1,701,318 | 836,390 | ||||||||||
| Delaware Diversified Income Fund | 10/31/08 | 14,912,383 | 159,256 | 13,466,559 | 3,480,627 | ||||||||||
| Delaware Extended Duration Bond Fund | 7/31/08 | 733,052 | 29,162 | 730,900 | 578,387 | ||||||||||
| Delaware High-Yield Opportunities Fund | 7/31/08 | 793,631 | 18,588 | 680,157 | 294,012 | ||||||||||
| Delaware Inflation Protected Bond Fund | 7/31/08 | 207,493 | 6,770 | 64,555 | 22,691 | ||||||||||
| Delaware Limited-Term Diversified Income Fund | 12/31/08 | 897,830 | 12,087 | 638,764 | 363,217 | ||||||||||
K-2
| Transfer | |||||||||||||||
| Fiscal Year | Advisory Fees | Administration Fees | Distribution Fees | Agency Fees | |||||||||||
| Fund | Ended | ($) | ($) | ($) | ($) | ||||||||||
| FIXED INCOME TAX EXEMPT | |||||||||||||||
| Delaware Minnesota High-Yield Municipal Bond Fund | 8/31/08 | 695,090 | 11,502 | 621,530 | 90,277 | ||||||||||
| Delaware National High-Yield Municipal Bond Fund | 8/31/08 | 313,283 | 5,946 | 263,703 | 52,373 | ||||||||||
| Delaware Tax-Free Arizona Fund | 8/31/08 | 483,562 | 11,292 | 499,209 | 59,338 | ||||||||||
| Delaware Tax-Free California Fund | 8/31/08 | 434,758 | 7,605 | 402,450 | 41,824 | ||||||||||
| Delaware Tax-Free Colorado Fund | 8/31/08 | 1,374,394 | 20,604 | 750,906 | 128,035 | ||||||||||
| Delaware Tax-Free Idaho Fund | 8/31/08 | 385,385 | 6,910 | 344,475 | 40,265 | ||||||||||
| Delaware Tax-Free Minnesota Fund | 8/31/08 | 3,340,865 | 48,918 | 1,850,281 | 298,962 | ||||||||||
| Delaware Tax-Free Minnesota Intermediate Fund | 8/31/08 | 233,696 | 4,531 | 147,019 | 34,723 | ||||||||||
| Delaware Tax-Free Money Fund | 4/30/09 | (13,812 | ) | 878 | - | 13,919 | |||||||||
| Delaware Tax-Free New York Fund | 8/31/08 | 59,322 | 1,496 | 76,712 | 14,095 | ||||||||||
| Delaware Tax-Free Pennsylvania Fund | 2/28/09 | 2,646,922 | 25,159 | 1,304,013 | 280,994 | ||||||||||
| Delaware Tax-Free USA Fund | 8/31/08 | 3,038,078 | 55,881 | 1,857,104 | 419,011 | ||||||||||
| Delaware Tax-Free USA Intermediate Fund | 8/31/08 | 1,455,004 | 29,234 | 819,000 | 389,646 | ||||||||||
| MONEY MARKET | |||||||||||||||
| Delaware Cash Reserve Fund | 3/31/09 | 2,090,836 | 25,006 | 201,131 | 549,206 | ||||||||||
| 1 | The Fund had not commenced operations and thus had no fees paid for the period noted. |
K -3
APPENDIX L —OTHERFUNDSADVISED BY DMC
DMCprovidesinvestmentadvisoryservices to otherregistered funds that haveinvestmentobjectives similar to those of the Funds. For each such fund, thefollowing table sets forth byinvestmentcategory the fund’s name, the fund’s net assets as of July 31, 2009, the rate of DMC’scompensation, andwhether DMC haswaived,reduced, orotherwise agreed to reduce itscompensation under theapplicablecontract. For fundssubadvised by DMC, the net assets shown are only the portion of the fund’s assets that are under themanagement of DMC.
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | net assets) Annual Rate | (Y/N) | ||||
| EQUITY | |||||||
| Delaware Enhanced Global Dividend and Income Fund | 143,626,698 | 1.00% | N | ||||
| Delaware Investments Dividend and Income Fund, Inc. | 59,683,630 | 0.55% | N | ||||
| Delaware Investments Global Dividend and Income Fund, Inc. | 31,563,148 | 0.70% | N | ||||
| The Emerging Markets Portfolio1 | 608,767,439 | 1.00% | N | ||||
| The Focus Smid-Cap Growth Equity Portfolio1 | 2,800,870 | 0.75% | Y | ||||
| The International Equity Portfolio1 | 901,424,861 | 0.75% | N | ||||
| The Labor Select International Equity Portfolio1 | 747,573,551 | 0.75% | N | ||||
| The Large-Cap Growth Equity Portfolio1 | 245,411,670 | 0.55% | Y | ||||
| The Large-Cap Value Equity Portfolio1 | 9,686,377 | 0.55% | Y | ||||
| The Mid-Cap Growth Equity Portfolio1 | 4,065,931 | 0.75% | Y | ||||
| The Select 20 Portfolio1 | 9,816,096 | 0.75% | Y | ||||
| The Small-Cap Growth Equity Portfolio1 | 507,668 | 0.75% | Y | ||||
L-1
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | net assets) Annual Rate | (Y/N) | ||||
| Delaware VIP® Emerging Markets Series | 442,609,293 | 1.25% on first $500 million | N | ||||
| 1.20% on next $500 million | |||||||
| 1.15% on next $1.5 billion | |||||||
| 1.10% on assets in excess of $2.5 billion | |||||||
| Delaware VIP Growth Opportunities Series | 24,047,567 | 0.75% on first $500 million | N | ||||
| 0.70% on next $500 million | |||||||
| 0.65% on next $1.5 billion | |||||||
| 0.60% on assets in excess of $2.5 billion | |||||||
| Delaware VIP International Value Equity Series | 97,145,078 | 0.85% on the first $500 million | Y | ||||
| 0.80% on the next $500 million | |||||||
| 0.75% on the next $1.5 billion | |||||||
| 0.70% on assets in excess of $2.5 billion | |||||||
| Delaware VIP Small Cap Value Series | 691,218,393 | 0.75% on first $500 million | N | ||||
| 0.70% on next $500 million | |||||||
| 0.65% on next $1.5 billion | |||||||
| 0.60% on assets in excess of $2.5 billion | |||||||
| Delaware VIP Trend Series | 281,638,575 | 0.75% on first $500 million | N | ||||
| 0.70% on next $500 million | |||||||
| 0.65% on next $1.5 billion | |||||||
| 0.60% on assets in excess of $2.5 billion | |||||||
| Delaware VIP U.S. Growth Series | 166,486,594 | 0.65% on first $500 million | N | ||||
| 0.60% on next $500 million | |||||||
| 0.55% on next $1.5 billion | |||||||
| 0.50% on assets in excess of $2.5 billion | |||||||
| Delaware VIP Value Series | 452,864,697 | 0.65% on first $500 million | Y | ||||
| 0.60% on next $500 million | |||||||
| 0.55% on next $1.5 billion | |||||||
| 0.50% on assets in excess of $2.5 billion | |||||||
L-2
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | net assets) Annual Rate | (Y/N) | ||||
| Optimum International Fund | 162,317,432 | 0.8750% up to $50 million | Y | ||||
| 0.8000% from $50 to $100 million | |||||||
| 0.7800% from $100 to $300 million | |||||||
| 0.7650% from $300 to $400 million | |||||||
| 0.7300% over $400 million | |||||||
| Optimum Large Cap Growth Fund | 614,887,900 | 0.8000% up to $250 million | Y | ||||
| 0.7875% from $250 million to $300 million | |||||||
| 0.7625% from $300 million to $400 million | |||||||
| 0.7375% from $400 million to $500 million | |||||||
| 0.7250% from $500 million to $1 billion | |||||||
| 0.7100% from $1 billion to $1.5 billion | |||||||
| 0.7000% over $1.5 billion | |||||||
| Optimum Large Cap Value Fund | 548,159,133 | 0.8000% up to $100 million | Y | ||||
| 0.7375% from $ 100 million to $250 million | |||||||
| 0.7125% from $250 million to $500 million | |||||||
| 0.6875% from $500 million to $ 1 billion | |||||||
| 0.6675% from $1 billion to $1.5 billion | |||||||
| 0.6475% over $1.5 billion | |||||||
| Optimum Small-Mid Cap Growth Fund | 163,600,949 | 1.1000% | Y | ||||
| Optimum Small-Mid Cap Value Fund | 133,415,186 | 1.0500% up to $75 million | Y | ||||
| 1.0250% from $75 million to $150 million | |||||||
| 1.0000% over $150 million | |||||||
| Subadvised Equity Fund A | 421,150,657 | 0.40% | N | ||||
| Subadvised Equity Fund B | 90,675,085 | 0.50% | N | ||||
| Subadvised Equity Fund C | 141,442,959 | 0.35% up to $200 million | N | ||||
| 0.20% over $200 million | |||||||
L-3
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | net assets) Annual Rate | (Y/N) | ||||
| Subadvised Equity Fund D | 138,929,930 | 0.45% | N | ||||
| Subadvised Equity Fund E | 24,685,274 | 0.35% up to $500 million | N | ||||
| 0.30% over $500 million | |||||||
| (assets aggregated with those of other | |||||||
| accounts having similar investment | |||||||
| objectives subadvised by DMC for the same | |||||||
| investment manager) | |||||||
| Subadvised Equity Fund F | 26,740,544 | 0.40% up to $200 million | N | ||||
| 0.35% over $200 million | |||||||
| Subadvised Equity Fund G | 66,390,469 | 0.40% up to $200 million | N | ||||
| 0.35% over $200 million | |||||||
| Subadvised Equity Fund H | 299,933,951 | 0.20% | N | ||||
| Subadvised Equity Fund I | 201,788,849 | 0.40% | N | ||||
| Subadvised Equity Fund J | 275,580,815 | 0.35% | N | ||||
| Subadvised Equity Fund K | 74,309,777 | 0.35% | N | ||||
| Subadvised Equity Fund L | 1,110,154,464 | 0.20% | N | ||||
| Subadvised Equity Fund M | 469,430,328 | 0.20% | N | ||||
| Subadvised Equity Fund N | 80,390,330 | 0.40% up to $200 million | N | ||||
| 0.35% over $200 million | |||||||
| Subadvised Equity Fund O | 158,593,379 | 0.20% | N | ||||
| Subadvised Equity Fund P | 371,403,316 | 0.35% | N | ||||
L-4
| Fund Net Assets | Management Fee Schedule | |||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | ||||
| Fund | ($) | net assets) Annual Rate | (Y/N) | |||
| REAL ESTATE | ||||||
| Delaware VIP® REIT Series | 228,392,747 | 0.75% on first $500 million | N | |||
| 0.70% on next $500 million | ||||||
| 0.65% on next $1.5 billion | ||||||
| 0.60% on assets in excess of $2.5 billion | ||||||
| The Global Real Estate Securities Portfolio1 | 53,791,075 | 0.99% on the first $100 million | N | |||
| 0.90% on the next $150 million | ||||||
| 0.80% on assets in excess of $250 million | ||||||
| The Real Estate Investment Trust Portfolio II1 | 4,612,395 | 0.75% | Y | |||
| FIXED INCOME TAXABLE | ||||||
| Delaware VIP Diversified Income Series | 1,154,626,147 | 0.65% on first $500 million | N | |||
| 0.60% on next $500 million | ||||||
| 0.55% on next $1.5 billion | ||||||
| 0.50% on assets in excess of $2.5 billion | ||||||
| Delaware VIP High Yield Series | 406,179,335 | 0.65% on first $500 million | Y | |||
| 0.60% on next $500 million | ||||||
| 0.55% on next $1.5 billion | ||||||
| 0.50% on assets in excess of $2.5 billion | ||||||
| Delaware VIP Limited-Term Diversified Income Series | 250,708,066 | 0.50% on first $500 million | Y | |||
| 0.475% on next $500 million | ||||||
| 0.45% on next $1.5 billion | ||||||
| 0.425% on assets in excess of $2.5 billion | ||||||
| The Core Focus Fixed Income Portfolio1 | 18,548,833 | 0.40% | Y |
L-5
| Fund Net Assets | Management Fee Schedule | |||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | ||||
| Fund | ($) | net assets) Annual Rate | (Y/N) | |||
| The Core Plus Fixed Income Portfolio1 | 57,825,157 | 0.43% | Y | |||
| The Global Fixed Income Portfolio1 | 137,581,483 | 0.50% | Y | |||
| The High-Yield Bond Portfolio1 | 21,849,485 | 0.45% | Y | |||
| The Intermediate Fixed Income Portfolio1 | 7,181,598 | 0.40% | Y | |||
| The International Fixed Income Portfolio1 | 18,576,967 | 0.50% | N | |||
| Optimum Fixed Income Fund | 692,576,469 | 0.7000% up to $25 million | Y | |||
| 0.6500% from $25 million to $100 million | ||||||
| 0.6000% from $ 100 million to $500 million | ||||||
| 0.5500% from $500 million to $1 billion | ||||||
| 0.5000% over $ 1 billion | ||||||
| Subadvised Fixed Income Fund A | 1,934,214,482 | 0.18% | N | |||
| Subadvised Fixed Income Fund B | 258,981,042 | 0.28% | N | |||
| Subadvised Fixed Income Fund C | 225,986,783 | 0.28% | N | |||
| FIXED INCOME TAX EXEMPT | ||||||
| Delaware Investments Arizona Municipal Income Fund, Inc. | 39,569,293 | 0.40% | N | |||
| Delaware Investments Colorado Municipal Income Fund, Inc. | 65,158,068 | 0.40% | N | |||
| Delaware Investments Minnesota Municipal Income Fund II, Inc. | 156,068,269 | 0.40% | N | |||
| Delaware Investments National Municipal Income Fund | 30,101,448 | 0.40% | N | |||
| Subadvised Fixed Income Tax Exempt Fund A | 82,621,889 | 0.23% up to $25 million | N | |||
| 0.20% from $25 million to $100 million | ||||||
| 0.17% from $100 million to $200 million | ||||||
| 0.125% over $200 million |
L-6
| Fund Net Assets | Management Fee Schedule | |||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | ||||
| Fund | ($) | net assets) Annual Rate | (Y/N) | |||
| Subadvised Fixed Income Tax Exempt Fund B | 201,199,741 | 0.23% on first $25 million | N | |||
| 0.20% on next $75 million | ||||||
| 0.17% on next $100 million | ||||||
| 0.125% over $100 million | ||||||
| (assets aggregated with those of other | ||||||
| accounts having similar investment | ||||||
| objectives subadvised by DMC for the same | ||||||
| investment manager) | ||||||
| Subadvised Fixed Income Tax Exempt Fund C | 321,920,551 | 0.15% | N | |||
| MONEY MARKET | ||||||
| Delaware VIP® Cash Reserve Series | 15,598,306 | 0.45% on first $500 million | N | |||
| 0.40% on next $500 million | ||||||
| 0.35% on next $1,500 million | ||||||
| 0.30% on assets in excess of $2.5 billion | ||||||
| Subadvised Money Market Fund A | 1,315,433,023 | 0.18% | N |
1 A series ofDelaware Pooled® Trust.
L-7
APPENDIX M — 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.
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Patrick P. Coyne | Trustee, Chairman/ | President | ||
| President/Chief Executive | ||||
| Officer | ||||
| David P. O’Connor | Trustee, Senior Vice | Senior Vice President/ | ||
| President/Strategic | Strategic Investment | |||
| Investment Relationships | Relationships and | |||
| and Initiatives/General | Initiatives/General | |||
| Counsel | Counsel | |||
| See Yeng Quek | Trustee, Executive Vice | Executive Vice President/ | ||
| President/Managing | Managing Director/Chief | |||
| Director, Fixed Income | Investment Officer, | |||
| Fixed Income | ||||
| Michael J. Hogan | Executive Vice | Executive Vice President/ | ||
| President/Head of Equity | Head of Equity Investments | |||
| Investments | ||||
| Marshall T. Bassett | Senior Vice President/ | Senior Vice President/ | ||
| Chief Investment | Chief Investment | |||
| Officer — Emerging | Officer — Emerging | |||
| Growth Equity | Growth Equity | |||
| Joseph R. Baxter | Senior Vice President/ | Senior Vice President/ | ||
| Head of Municipal Bond | Head of Municipal Bond | |||
| Investments | Investments | |||
| Christopher S. Beck | Senior Vice President/ | Senior Vice President/ | ||
| Senior Portfolio Manager | Senior Portfolio Manager | |||
| Michael P. Buckley | Senior Vice President/ | Senior Vice President/ | ||
| Director of Municipal | Director of Municipal | |||
| Research | Research | |||
| Stephen J. Busch | Senior Vice President– | Senior Vice President – | ||
| Investment Accounting | Investment Accounting |
M-1
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Michael F. Capuzzi | Senior Vice President — | Senior Vice President — | ||
| Investment Systems | Investment Systems | |||
| Lui-Er Chen | Senior Vice President/ | Senior Vice President/ | ||
| Senior Portfolio Manager/ | Senior Portfolio Manager/ | |||
| Chief Investment Officer, | Chief Investment Officer, | |||
| Emerging Markets | Emerging Markets | |||
| Thomas H. Chow | Senior Vice President/ | Senior Vice President/ | ||
| Senior Portfolio Manager | Senior Portfolio Manager | |||
| Stephen J. Czepiel | Senior Vice President/ | Senior Vice President/ | ||
| Portfolio Manager/Head | Portfolio Manager/Senior | |||
| Municipal Bond Trader | Municipal Bond Trader | |||
| Chuck M. Devereux | Senior Vice President/ | Senior Vice President/ | ||
| Senior Research Analyst | Senior Research Analyst | |||
| Roger A. Early | Senior Vice President/ | Senior Vice President/ | ||
| Senior Portfolio Manager | Senior Portfolio Manager | |||
| Stuart M. George | Senior Vice President/ | Senior Vice President/ | ||
| Head of Equity Trading | Head of Equity Trading | |||
| Paul Grillo | Senior Vice President/ | Senior Vice President/ | ||
| Senior Portfolio Manager | Senior Portfolio Manager | |||
| William F. Keelan | Senior Vice President/ | Senior Vice President/ | ||
| Director of Quantitative | Director of Quantitative | |||
| Research | Research | |||
| Kevin P. Loome | Senior Vice President/ | Senior Vice President/ | ||
| Senior Portfolio Manager/ | Senior Portfolio Manager/ | |||
| Head of High Yield | Head of High Yield | |||
| Investments | Investments | |||
| Francis X. Morris | Senior Vice President/ | Senior Vice President/ | ||
| Chief Investment Officer | Chief Investment Officer | |||
| — Core Equity | — Core Equity | |||
| Brian L. Murray, Jr. | Senior Vice President/ | Senior Vice President/ | ||
| Chief Compliance Officer | Chief Compliance Officer | |||
| D. Tysen Nutt | Senior Vice President/ | Senior Vice President/ | ||
| Chief Investment Officer, | Chief Investment Officer, | |||
| Large Cap Value Equity | Large Cap Value Equity |
M-2
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Philip O. Obazee | Senior Vice President/ | Senior Vice President/ | ||
| Derivatives Manager | Derivatives Manager | |||
| Richard Salus | Senior Vice President/ | Senior Vice President/ | ||
| Chief Financial Officer | Controller/Treasurer | |||
| Jeffrey S. Van Harte | Senior Vice President/ | Senior Vice President/ | ||
| Chief Investment Officer | Chief Investment Officer | |||
| — Focus Growth Equity | — Focus Growth Equity | |||
| Babak Zenouzi | Senior Vice President/ | Senior Vice President/ | ||
| Senior Portfolio Manager | Senior Portfolio Manager | |||
| Gary T. Abrams | Vice President/Senior | Vice President/Senior | ||
| Equity Trader | Equity Trader | |||
| Christopher S. Adams | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager/Senior Equity | Manager/Senior Equity | |||
| Analyst | Analyst | |||
| Damon J. Andres | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager | Portfolio Manager | |||
| Wayne A. Anglace | Vice President/Credit | Vice President/Credit | ||
| Research Analyst | Research Analyst | |||
| Margaret MacCarthy Bacon | Vice President/Investment | Vice President/Investment | ||
| Specialist | Specialist | |||
| Kristen E. Bartholdson | Vice President | Vice President/Portfolio | ||
| Manager | ||||
| Todd Bassion | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Jo Anne Bennick | Vice President/15(c) | Vice President/15(c) | ||
| Reporting | Reporting | |||
| Richard E. Biester | Vice President/Equity | Vice President/Equity | ||
| Trader | Trader | |||
| Christopher J. Bonavico | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager/Equity | Portfolio Manager/Equity | |||
| Analyst | Analyst | |||
| Vincent A. Brancaccio | Vice President/Senior | Vice President/Senior | ||
| Equity Trader | Equity Trader |
M-3
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Kenneth F. Broad | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager/Equity | Portfolio Manager/Equity | |||
| Analyst | Analyst | |||
| Kevin J. Brown | Vice President/ | Vice President/ | ||
| Senior Investment | Senior Investment | |||
| Specialist | Specialist | |||
| Mary Ellen M. Carrozza | Vice President/Client | Vice President/Client | ||
| Services | Services | |||
| Stephen G. Catricks | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Wen-Dar Chen | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Anthony G. Ciavarelli | Vice President/Associate | Vice President/Associate | ||
| General Counsel/ | General Counsel/Assistant | |||
| Assistant Secretary | Secretary | |||
| David F. Connor | Vice President/Deputy | Vice President/Deputy | ||
| General Counsel/ | General Counsel/Secretary | |||
| Secretary | ||||
| Michael Costanzo | Vice President/ | Vice President/ | ||
| Performance Analyst | Performance Analyst | |||
| Manager | Manager | |||
| Kishor K. Daga | Vice President/Derivatives | Vice President/Derivatives | ||
| Operations | Operations | |||
| Cori E. Daggett | Vice President/Associate | Vice President/Counsel/ | ||
| General Counsel/ | Assistant Secretary | |||
| Assistant Secretary | ||||
| Craig C. Dembek | Vice President/Senior | Vice President/Senior | ||
| Research Analyst | Research Analyst | |||
| Camillo D’Orazio | Vice President/Investment | Vice President/Investment | ||
| Accounting | Accounting | |||
| Christopher M. Ericksen | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager/Equity Analyst | Manager/Equity Analyst | |||
| Joel A. Ettinger | Vice President — Taxation | Vice President — Taxation |
M-4
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Devon K. Everhart | Vice President/Senior | Vice President/Senior | ||
| Research Analyst | Research Analyst | |||
| Joseph Fiorilla | Vice President – Trading | Vice President – Trading | ||
| Operations | Operations | |||
| Charles E. Fish | Vice President/Senior | Vice President/Senior | ||
| Equity Trader | Equity Trader | |||
| Clifford M. Fisher | Vice President/Senior | Vice President/Senior | ||
| Municipal Bond Trader | Municipal Bond Trader | |||
| Patrick G. Fortier | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager/Equity Analyst | Manager/Equity Analyst | |||
| Denise A. Franchetti | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager/Municipal Bond | Manager/Municipal Bond | |||
| Credit Analyst | Credit Analyst | |||
| Lawrence G. Franko | Vice President/Senior | Vice President/Senior | ||
| Equity Analyst | Equity Analyst | |||
| Daniel V. Geatens | Vice President/Treasurer | Vice President/Director of | ||
| Financial Administration | ||||
| Gregory A. Gizzi | Vice President/Head | Vice President/Head | ||
| Municipal Bond Trader | Municipal Bond Trader | |||
| Barry S. Gladstein | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Gregg J. Gola | Vice President/Senior | Vice President/Senior High | ||
| High Yield Trader | Yield Trader | |||
| Christopher Gowlland | Vice President/Senior | Vice President/Senior | ||
| Quantitative Analyst | Quantitative Analyst | |||
| Edward Gray | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager | Portfolio Manager | |||
| David J. Hamilton | Vice President/Credit | Vice President/Fixed | ||
| Research Analyst | Income Analyst | |||
| Brian Hamlet | Vice President/Senior | Vice President/Senior | ||
| Corporate Bond Trader | Corporate Bond Trader |
M-5
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Lisa L. Hansen | Vice President/Head of | Vice President/Head of | ||
| Focus Growth Equity | Focus Growth Equity | |||
| Trading | Trading | |||
| Gregory M. Heywood | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager/Equity Analyst | Manager/Equity Analyst | |||
| Sharon Hill | Vice President/Head | Vice President/Head | ||
| of Equity Quantitative | of Equity Quantitative | |||
| Research and Analytics | Research and Analytics | |||
| J. David Hillmeyer | Vice President | Vice President/Corporate | ||
| Bond Trader | ||||
| Christopher M. Holland | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Chungwei Hsia | Vice President/Senior | Vice President/Senior | ||
| Research Analyst | Research Analyst | |||
| Michael E. Hughes | Vice President/Senior | Vice President/Senior | ||
| Equity Analyst | Equity Analyst | |||
| Jordan L. Irving | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager | Portfolio Manager | |||
| Cynthia Isom | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Kenneth R. Jackson | Vice President/Equity | Vice President/ | ||
| Trader | Quantitative Analyst | |||
| Stephen M. Juszczyszyn | Vice President/Structured | Vice President/Structured | ||
| Products Analyst/Trader | Products Analyst/Trader | |||
| Anu B. Kothari | Vice President/Equity | Vice President/Equity | ||
| Analyst | Analyst | |||
| Roseanne L. Kropp | Vice President/Senior | Vice President/Senior Fund | ||
| Fund Analyst — High | Analyst II — High Grade | |||
| Grade | ||||
| Nikhil G. Lalvani | Vice President/Portfolio | Vice President/Senior | ||
| Manager | Equity Analyst/Portfolio | |||
| Manager |
M-6
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Brian R. Lauzon | Vice President/Chief | Vice President/Chief | ||
| Operating Officer, Equity | Operating Officer, Equity | |||
| Investments | Investments | |||
| Anthony A. Lombardi | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager | Portfolio Manager | |||
| Francis P. Magee | Vice President/Portfolio | Vice President/Portfolio | ||
| Analyst | Analyst | |||
| John P. McCarthy | Vice President/Senior | Vice President/Senior | ||
| Research Analyst/Trader | Research Analyst/Trader | |||
| Brian McDonnell | Vice President/Structured | Vice President/Structured | ||
| Products Analyst/Trader | Products Analyst/Trader | |||
| Michael S. Morris | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager/Senior Equity | Manager/Senior Equity | |||
| Analyst | Analyst | |||
| Terrance M. O’Brien | Vice President/Fixed | Vice President/Fixed | ||
| Income Reporting Analyst | Income Reporting Analyst | |||
| Donald G. Padilla | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager/Senior Equity | Manager/Senior Equity | |||
| Analyst | Analyst | |||
| Daniel J. Prislin | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager/Equity | Portfolio Manager/Equity | |||
| Analyst | Analyst | |||
| Gretchen Regan | Vice President/ | Vice President/ | ||
| Quantitative Analyst | Quantitative Analyst | |||
| Carl Rice | Vice President/Senior | Vice President/Senior | ||
| Investment Specialist, | Investment Specialist, | |||
| Large Cap Value Focus | Large Cap Value Focus | |||
| Equity | Equity | |||
| Joseph T. Rogina | Vice President/Equity | Vice President/Equity | ||
| Trader | Trader | |||
| Debbie A. Sabo | Vice President/Equity | Vice President/Equity | ||
| Trader – Focus Growth | Trader – Focus Growth | |||
| Equity | Equity |
M-7
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | with the Trusts | Company | ||
| Kevin C. Schildt | Vice President/Senior | Vice President/Senior | ||
| Municipal Credit Analyst | Municipal Credit Analyst | |||
| Bruce Schoenfeld | Vice President/Equity | Vice President/Equity | ||
| Analyst | Analyst | |||
| Nancy E. Smith | Vice President — | Vice President — | ||
| Investment Accounting | Investment Accounting | |||
| Brenda L. Sprigman | Vice President/Business | Vice President/Business | ||
| Manager – Fixed Income | Manager – Fixed Income | |||
| Junee Tan-Torres | Vice President/Structured | Vice President/Structured | ||
| Solutions | Solutions | |||
| Rudy D. Torrijos, III | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Michael J. Tung | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Robert A. Vogel, Jr. | Vice President/Senior | Vice President/Senior | ||
| Portfolio Manager | Portfolio Manager | |||
| Lori P. Wachs | Vice President/Portfolio | Vice President/Portfolio | ||
| Manager | Manager | |||
| Jeffrey S. Wang | Vice President/Equity | Vice President/Equity | ||
| Analyst | Analyst | |||
| Michael G. Wildstein | Vice President/Senior | Vice President/Senior | ||
| Research Analyst | Research Analyst | |||
| Kathryn R. Williams | Vice President/Associate | Vice President/Associate | ||
| General Counsel/ | General Counsel/Assistant | |||
| Assistant Secretary | Secretary | |||
| Nashira Wynn | Vice President/Portfolio | Vice President/Senior | ||
| Manager | Equity Analyst/Portfolio | |||
| Manager | ||||
| Guojia Zhang | Vice President/Equity | Vice President/Equity | ||
| Analyst | Analyst | |||
| Douglas R. Zinser | Vice President/Credit | Vice President/Credit | ||
| Research Analyst | Research Analyst |
M-8
APPENDIX N — NUMBER OF SHARES OF EACH FUND
OUTSTANDING AS OF DECEMBER JULY 31, 20091 2004
[TO BE ADDED]
G-1
| Shares | ||||
| Fund | Class | Outstanding | ||
| Delaware American Services Fund | A | 8,307,110.73 | ||
| Delaware American Services Fund | B | 1,967,195.99 | ||
| Delaware American Services Fund | ||||
| C | 3,391,198.18 | |||
| Delaware | I | 922,813.72 | ||
| Delaware | R | 236,624.35 | ||
| Delaware Cash Reserve Fund | A | 409,648,027.42 | ||
| Delaware Cash Reserve Fund | B | 7,571,200.61 | ||
| Delaware Cash Reserve Fund | C | 11,999,635.87 | ||
| Delaware Cash Reserve Fund | CC | 13,352,167.66 | ||
| Delaware Core Plus Bond Fund | A | 8,499,313.53 | ||
| Delaware Core Plus Bond Fund | B | 590,047.37 | ||
| Delaware Core Plus Bond Fund | C | 762,595.96 | ||
| Delaware Core Plus Bond Fund | I | 421,213.94 | ||
| Delaware Core Plus Bond Fund | R | 30,797.35 | ||
| Delaware Corporate Bond Fund | A | 84,164,830.28 | ||
| Delaware Corporate Bond Fund | B | 2,185,573.07 | ||
| Delaware Corporate Bond Fund | C | 22,304,687.11 | ||
| Delaware Corporate Bond Fund | I | 9,192,140.79 | ||
| Delaware Corporate Bond Fund | R |
| 2,053,525.00 | ||||
| Delaware Diversified Income Fund | A | 356,131,697.99 | ||
| Delaware Diversified Income Fund | B | 5,635,860.95 | ||
| Delaware Diversified Income Fund | C | 123,919,293.56 | ||
| Delaware Diversified Income Fund | I |
| 27,333,904.45 | ||||
| Delaware Diversified Income Fund | R | 13,651,297.12 | ||
| Delaware Dividend Income Fund | A | 22,944,114.03 | ||
| Delaware Dividend Income Fund | B | 3,920,949.20 | ||
| Delaware Dividend Income Fund | C | 17,648,139.72 |
N-1
| Shares | ||||
| Fund Name | Class | Outstanding | ||
| Delaware Dividend Income Fund | I | 309,723.23 | ||
| Delaware Dividend Income Fund | R | 313,635.21 | ||
| Delaware Emerging Markets Fund | A | 28,477,236.53 | ||
| Delaware Emerging Markets Fund | B | 1,696,559.45 | ||
| Delaware Emerging Markets Fund | ||||
| C | 11,639,314.09 | |||
| Delaware Emerging Markets Fund | I | 9,094,544.14 | ||
| Delaware Extended Duration Bond Fund | A | 32,965,118.99 | ||
| Delaware Extended Duration Bond Fund | B | 714,353.37 | ||
| Delaware Extended Duration Bond Fund | C | 3,416,477.09 | ||
| Delaware Extended Duration Bond Fund | I | 4,690,859.62 | ||
| Delaware | R | 118,595.09 | ||
| Delaware Focus Global Growth Fund | A | 196,781.95 | ||
| Delaware Focus Global Growth Fund | I | 235,297.12 | ||
| Delaware Aggressive Allocation Portfolio | A | 3,465,604.00 | ||
| Delaware | B | 459,043.89 | ||
| Delaware | C | 582,869.61 | ||
| Delaware |
| I | 1,394,609.32 | |||
| Delaware | R | 221,889.37 | ||
| Delaware | A | 4,308,791.41 | ||
| Delaware | B | 78,613.11 | ||
| Delaware | C | 340,275.07 | ||
| Delaware | I | 1,007,016.76 | ||
| Delaware | R | 88,789.27 | ||
| Delaware |
| A | 20,011,562.38 | |||
| Delaware | B | 642,801.03 | ||
| Delaware | C | 1,022,400.14 | ||
| Delaware Moderate Allocation Portfolio | I | 3,847,726.70 | ||
| Delaware Moderate Allocation Portfolio | R | 162,904.97 |
N-2
| Shares | ||||
| Fund Name | Class | Outstanding | ||
| Delaware Global Real Estate Securities Fund | A | 182.265 | ||
| Delaware Global Real Estate Securities Fund | I | 359,843.89 | ||
| Delaware Global Value Fund | A | 3,236,022.17 | ||
| Delaware Global Value Fund | B | 569,699.44 | ||
| Delaware Global Value Fund | C | 1,516,051.68 | ||
| Delaware Global Value Fund | I | 191,341.19 | ||
| Delaware Growth Opportunities Fund | A | 14,818,145.62 | ||
| Delaware Growth Opportunities Fund | B | 347,682.92 | ||
| Delaware Growth Opportunities Fund | C | 435,124.36 | ||
| Delaware Growth Opportunities Fund | ||||
| I | 261,740.86 | |||
| Delaware Growth Opportunities Fund | R | 56,155.55 | ||
| Delaware Healthcare Fund | A | 120,909.07 | ||
| Delaware Healthcare Fund | I | 256,109.18 | ||
| Delaware High-Yield Opportunities Fund | A | 73,450,305.52 | ||
| Delaware High-Yield Opportunities Fund | B | 3,364,718.10 | ||
| Delaware High-Yield Opportunities Fund | C | 8,815,757.03 | ||
| Delaware High-Yield Opportunities Fund | I | 12,694,132.20 | ||
| Delaware High-Yield Opportunities Fund | R | 4,294,740.65 | ||
| Delaware Inflation Protected Bond Fund | A |
| 8,312,339.23 | ||||
| Delaware Inflation Protected Bond Fund | B | 188,301.72 | ||
| Delaware | C | 4,027,833.86 | ||
| Delaware | I | 9,419,003.59 | ||
| Delaware International Value Equity Fund | A | 14,840,111.11 | ||
| Delaware International Value Equity Fund | B | 1,067,080.39 | ||
| Delaware International Value Equity Fund | C | 5,175,961.29 | ||
| Delaware International Value Equity Fund | I | 13,666,903.65 | ||
| Delaware International Value Equity Fund | R | 251,795.05 | ||
| Delaware Large Cap Core Fund | A | 1,541.21 |
N-3
| Shares | ||||
| Fund Name | Class | |||
| Outstanding | ||||
| Delaware Large Cap Core Fund | I | 252,689.79 | ||
| Delaware Large Cap Value Fund | A | 49,886,593.44 | ||
| Delaware Large Cap Value Fund | B | 1,438,363.18 | ||
| Delaware Large Cap Value Fund | C | 1,320,509.62 | ||
| Delaware Large Cap Value Fund | I | 2,229,686.76 | ||
| Delaware Large Cap Value Fund | R | 111,520.19 | ||
| Delaware Limited-Term | A | 63,645,553.57 | ||
| Delaware Limited-Term | B | 407,345.24 | ||
| Delaware Limited-Term | C | 18,200,945.79 | ||
| Delaware Limited-Term | I | 2,071,289.06 | ||
| Delaware Limited-Term | R | 365,963.82 | ||
| Delaware Mid Cap Value Fund | A | 34,392.69 | ||
| Delaware Mid Cap Value Fund | C |
| 9,428.66 | ||||
| Delaware Mid Cap Value Fund | I | 1,341,173.84 | ||
| Delaware Mid Cap Value Fund | R | 3.224 | ||
| Delaware Minnesota High-Yield Municipal Bond | A | 10,927,247.96 | ||
| Delaware Minnesota High-Yield Municipal Bond | B | 509,394.77 | ||
| Delaware Minnesota High-Yield Municipal Bond Fund | C | 2,507,347.47 | ||
| Delaware National High-Yield Municipal Bond | A | 7,632,607.68 | ||
| Delaware National High-Yield Municipal Bond | B | 167,569.47 | ||
| Delaware National High-Yield Municipal Bond | C |
| 850,944.11 | ||||
| Delaware National High-Yield Municipal Bond Fund | I | 138.63 | ||
| Delaware REIT Fund | A | 8,434,200.70 | ||
| Delaware REIT Fund | I | 13,643,975.31 | ||
| Delaware REIT Fund | R | 504,554.78 | ||
| Delaware REIT Fund | B | 1,611,608.58 | ||
| Delaware REIT Fund | C |
| 2,222,726.92 | ||||
| Delaware Select Growth Fund | A | 5,716,873.40 |
N-4
| Shares | ||||
| Fund Name | Class | Outstanding | ||
| Delaware Select Growth Fund | B | 950,262.41 | ||
| Delaware Select Growth Fund | ||||
| C | 1,324,332.74 | |||
| Delaware Select Growth Fund | R | 34,564.97 | ||
| Delaware Select Growth Fund | I | 3,144,775.77 | ||
| Delaware Small Cap Core Fund | A | 2,422,168.04 | ||
| Delaware Small Cap Core Fund | C | 985,111.48 | ||
| Delaware Small Cap Core Fund | I | 3,287,676.99 | ||
| Delaware Small Cap Core Fund | R | 457,544.70 | ||
| Delaware Small Cap Growth Fund | I | 69.533 | ||
| Delaware Small Cap Growth Fund | R | 127,035.78 | ||
| Delaware Small Cap Growth Fund | A | 786,109.32 | ||
| Delaware Small Cap Growth Fund | B | 186,462.19 | ||
| Delaware Small Cap Growth Fund | C | 484,411.67 | ||
| Delaware Small Cap Value Fund | A | 8,967,675.27 | ||
| Delaware Small Cap Value Fund | B |
| 826,429.50 | ||||
| Delaware Small Cap Value Fund | C | 1,916,299.16 | ||
| Delaware Small Cap Value Fund | I | 460,530.57 | ||
| Delaware Small Cap Value Fund | R | 603,477.76 | ||
| Delaware Tax-Free Arizona Fund | A |
| 10,203,952.88 | ||||
| Delaware Tax-Free Arizona Fund | B | 588,318.73 | ||
| Delaware Tax-Free Arizona | C | 654,557.17 | ||
| Delaware Tax-Free California Fund | A |
| 5,799,662.70 | ||||
| Delaware Tax-Free California Fund | B | 472,859.80 | ||
| Delaware Tax-Free California Fund | C | 1,289,320.83 | ||
| Delaware Tax-Free Colorado Fund |
| A | 21,197,643.71 | |||
| Delaware Tax-Free Colorado Fund | B | 263,399.13 | ||
| Delaware Tax-Free | C |
| 1,050,445.66 | ||||
| Delaware Tax-Free Idaho Fund | A | 7,268,912.69 |
N-5
| Shares | ||||
| Fund Name | Class | Outstanding | ||
| Delaware Tax-Free Idaho Fund | B | 292,637.86 | ||
| Delaware Tax-Free Idaho Fund | C | 1,436,225.92 | ||
| Delaware Tax-Free Minnesota Fund | A | 46,448,175.64 | ||
| Delaware Tax-Free Minnesota Fund | ||||
| B | 788,675.50 | |||
| Delaware Tax-Free Minnesota | C | 2,745,470.03 | ||
| Delaware Tax-Free Minnesota Intermediate Fund | A | 6,938,349.18 | ||
| Delaware Tax-Free Minnesota Intermediate Fund | B | 29,185.30 | ||
| Delaware Tax-Free Minnesota Intermediate Fund | C |
| 987,735.57 | ||||
| Delaware Tax-Free Money Fund | A | 12,469,760.07 | ||
| Delaware Tax-Free Money Fund | CC | 558,180.71 | ||
| Delaware Tax-Free New York Fund | A | 2,122,756.76 | ||
| Delaware Tax-Free New York Fund | B | 99,781.27 | ||
| Delaware Tax-Free New York Fund | C |
| 517,334.96 | ||||
| Delaware Tax-Free Pennsylvania Fund | A | 63,182,671.89 | ||
| Delaware Tax-Free Pennsylvania Fund | B | 681,507.22 | ||
| Delaware Tax-Free Pennsylvania Fund | C | 1,642,484.51 | ||
| Delaware Tax-Free USA Fund | A | 49,516,664.15 | ||
| Delaware Tax-Free USA Fund | B | 757,392.82 | ||
| Delaware Tax-Free USA Fund | C | 1,855,403.30 | ||
| Delaware Tax-Free USA Fund | I | 104.593 | ||
| Delaware Tax-Free USA Intermediate Fund | A | 39,157,223.47 | ||
| Delaware Tax-Free USA Intermediate Fund | B | 76,500.53 | ||
| Delaware Tax-Free USA Intermediate Fund | C | 3,439,848.28 | ||
| Delaware Tax-Free USA Intermediate Fund | I | 96.512 | ||
| Delaware Trend® Fund | A | 22,941,115.49 | ||
| Delaware Trend Fund | B | 1,803,600.98 | ||
| Delaware Trend Fund | C | 3,258,227.52 | ||
| Delaware Trend Fund | I | 1,850,379.41 |
N-6
| Shares | ||||
| Fund Name | Class | Outstanding | ||
| Delaware Trend Fund | ||||
| R | 187,363.74 | |||
| Delaware | A | 11,918,929.41 | ||
| Delaware U.S. Growth Fund | B | 644,208.92 | ||
| Delaware U.S. Growth Fund | C | 1,311,758.06 | ||
| Delaware U.S. Growth Fund | I | 38,881,699.89 | ||
| Delaware U.S. Growth Fund | R | 303,428.38 | ||
| Delaware Value®Fund | B | 378,120.36 | ||
| Delaware Value Fund | C | 2,839,247.86 | ||
| Delaware Value Fund | I | 7,570,791.16 | ||
| Delaware Value Fund | R | 211,514.86 |
| 1 | All classes of Delaware Foundation®Equity Fund and Class R shares |
N-7
APPENDIX O — 1% SHARE OWNERSHIP
As of July 31, 2009, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding voting shares of the following Funds and classes:
| Fund | Class | Percentage | ||
| Delaware Large Cap Value Fund | Institutional Class | 5.64 | % | |
| Delaware Trend®Fund | Institutional Class | 1.58 | % | |
| Delaware Growth Opportunities Fund | Institutional Class | 2.25 | % | |
| Delaware Small Cap Value Fund | Institutional Class | 8.79 | % | |
| Delaware Moderate Allocation Portfolio1 | Institutional Class | 2.56 | % | |
| Delaware Aggressive Allocation Portfolio2 | Institutional Class | 2.13 | % | |
| Delaware Emerging Markets Fund | Institutional Class | 1.33 | % | |
| Delaware Core Plus Bond Fund | Institutional Class | 8.84 | % | |
| Delaware Limited-Term Diversified Income Fund | Institutional Class | 2.63 | % | |
| Delaware Select Growth Fund | Class A | 1.20 | % | |
| Delaware Select Growth Fund | Institutional Class | 1.10 | % | |
| Delaware Tax-Free Money Fund | Class A | 1.39 | % | |
| Delaware Healthcare Fund | Class A | 86.24 | % | |
| Delaware Focus Global Growth Fund | Institutional Class | 99.99 | % | |
| 1 | On October 21, 2009, the name will be changed to Delaware Foundation® Moderate Allocation Fund. | |
| 2 | On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund. | |
O-1
APPENDIX P — 5% SHARE OWNERSHIP
The following table shows, as of July 31, 2009, the accounts of each class of each Fund that own of record 5% or more of such class.1
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Aggressive | A | MLPF&S FOR THE SOLE | 433,735.130 | 12.65 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Aggressive | A | PIMS/PRUDENTIAL RETIREMENT AS | 985,508.511 | 28.73 | % | ||||
| Allocation Portfolio | NOMINEE FOR THE TTEE/CUST PL |
| |||||||
| HOAG SHELTERED SAVS PLAN | |||||||||
| 1 HOAG DR | |||||||||
| NEWPORT BEACH CA 92663-4162 | |||||||||
| Delaware Aggressive | C | MLPF&S FOR THE SOLE | 49,567.034 | 8.58 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Aggressive | I | C/O MUTUAL FUNDS | 164,199.066 | 11.97 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO DELAWARE MGMT | |||||||||
| HOLDINGS INC | |||||||||
| EMP 401K ACCOUNT | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Aggressive | I | C/O MUTUAL FUNDS | 190,469.430 | 13.89 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO LINCOLN NTL LIFE INS CO | |||||||||
| AGT SVGS PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Aggressive | I | C/O MUTUAL FUNDS | 954,399.024 | 69.58 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO LINCOLN NATL CORP | |||||||||
| EMP SVGS & RET PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Aggressive | R | KIMBERLY CLARK | 11,697.464 | 5.43 | % | ||||
| Allocation Portfolio | FBO C U LEASING CORP | ||||||||
| 401K PSP & TRUST | |||||||||
| 3570 CAMINO DEL RIO N #300 | |||||||||
| SAN DIEGO CA 92108-1747 |
P-1
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Aggressive | R | MLPF&S FOR THE SOLE | 163,339.414 | 75.84 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware American | A | MLPF&S FOR THE SOLE | 455,360.539 | 5.41 | % | ||||
| Services Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware American | C | CITIGROUP GLOBAL | 377,347.679 | 10.85 | % | ||||
| Services Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware American | C | MLPF&S FOR THE SOLE | 617,630.193 | 17.76 | % | ||||
| Services Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware American | I | PRUDENTIAL INVESTMENT MGMT SVC | 52,779.705 | 5.58 | % | ||||
| Services Fund | FBO MUTUAL FUND CLIENTS | ||||||||
| MAIL STOP NJ 05-11-20 | |||||||||
| 3 GATEWAY CTR FL 11 | |||||||||
| 100 MULBERRY ST | |||||||||
| NEWARK NJ 07102 | |||||||||
| Delaware American | I | COUNSEL TRUST DBA MATC | 54,643.058 | 5.77 | % | ||||
| Services Fund | FBO KETCHUM WOOD & BURGERT | ||||||||
| CHARTERED PSP | |||||||||
| 1251 WATERFRONT PL STE 525 | |||||||||
| PITTSBURGH PA 15222-4228 | |||||||||
| Delaware American | I | ICMA-RC SERVICES LLC | 739,042.996 | 78.08 | % | ||||
| Services Fund | 777 N CAPITOL ST NE | ||||||||
| WASHINGTON DC 20002-4239 | |||||||||
| Delaware American | R | GPC SECURITIES INC AGENT FOR | 15,786.007 | 6.50 | % | ||||
| Services Fund | RELIANCE TRUST CO | ||||||||
| FBO PREMIER COOPERATIVE | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware American | R | COUNSEL TRUST | 17,715.154 | 7.29 | % | ||||
| Services Fund | FBO JENNINGS REALTY, INC. | ||||||||
| EMPLOYEES PSP | |||||||||
| 1251 WATERFRONT PL STE 525 | |||||||||
| PITTSBURGH PA 15222-4228 | |||||||||
P-2
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware American | R | STATE STREET BANK & | 55,526.147 | 22.85 | % | ||||
| Services Fund | TRUST CO | ||||||||
| FBO VARIOUS SYMETRA | |||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 12770 | |||||||||
| OVERLAND PARK KS 66282-2770 | |||||||||
| Delaware Cash Reserve | A | DELAWARE MANAGEMENT | 63,529,356.600 | 15.14 | % | ||||
| Fund | BUSINESS TRUST - DMC | ||||||||
| ATTN RICK SALUS | |||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware Cash Reserve | B | CITIGROUP GLOBAL | 432,686.848 | 5.61 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Cash Reserve | C | CITIGROUP GLOBAL | 930,597.680 | 7.20 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Cash Reserve | CC | MCB TRUST SERVICES TTEE | 693,747.960 | 5.26 | % | ||||
| Fund | FBO VISITING NURSE | ||||||||
| SERVICE P/S | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Cash Reserve | CC | MCB TRUST SERVICES TRUSTEE | 734,256.520 | 5.56 | % | ||||
| Fund | FBO ECOLOGY CONTROL INDSTRS | ||||||||
| 401(K) | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Cash Reserve | CC | MCB TRUST SERVICES TTEE | 795,677.170 | 6.03 | % | ||||
| Fund | FBO SAGELINK CREDIT UNION | ||||||||
| 401(K) PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Cash Reserve | CC | MCB TRUST SERVICES TTEE | 979,059.910 | 7.42 | % | ||||
| Fund | FBO TRIDENT ANESTHESIA 401(K) | ||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Conservative | A | MLPF&S FOR THE SOLE | 247,401.940 | 5.73 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
P-3
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Conservative | A | PIMS/PRUDENTIAL RETIREMENT AS | 2,992,055.268 | 69.29 | % | ||||
| Allocation Portfolio | NOMINEE FOR THE TTEE/CUST PL 006 | ||||||||
| HOAG SHELTERED SAVS PLAN | |||||||||
| 1 HOAG DR | |||||||||
| NEWPORT BEACH CA 92663-4162 | |||||||||
| Delaware Conservative | B | JUNIE L KELTON & | 4,767.351 | 6.34 | % | ||||
| Allocation Portfolio | JOYCE A WENDLANDT & | ||||||||
| NOMA HENDERSON | |||||||||
| STIGLER OK 74462 | |||||||||
| Delaware Conservative | B | RAYMOND JAMES & ASSOC INC | 5,328.988 | 7.08 | % | ||||
| Allocation Portfolio | CUST FBO ANTHONY J | ||||||||
| SARDO IRA | |||||||||
| 3 ROSS WAY | |||||||||
| WINDSOR LOCKS CT 06096-1267 | |||||||||
| Delaware Conservative | B | MLPF&S FOR THE SOLE | 15,926.231 | 21.17 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Conservative | C | MLPF&S FOR THE SOLE | 119,773.952 | 34.53 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Conservative | I | C/O MUTUAL FUNDS | 95,134.913 | 9.52 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO DELAWARE MGMT | |||||||||
| HOLDINGS INC 401K PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Conservative | I | C/O MUTUAL FUNDS | 110,968.514 | 11.11 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO LINCOLN NTL LIFE INS CO | |||||||||
| AGT SVGS PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Conservative | I | C/O MUTUAL FUNDS | 754,578.708 | 75.53 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO LINCOLN NATL CORP | |||||||||
| EMP SVGS & RET PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
P-4
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Conservative | R | MG TRUST CO TRUSTEE | 4,679.186 | 5.08 | % | ||||
| Allocation Portfolio | UNITED COMMUNITY BANK | ||||||||
| 401K PS PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Conservative | R | MG TRUST CO | 10,211.566 | 11.09 | % | ||||
| Allocation Portfolio | CUST FBO JOHN | ||||||||
| CIPOLLONE INC | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Conservative | R | MLPF&S FOR THE SOLE | 71,667.126 | 77.85 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Core Plus Bond | A | MLPF&S FOR THE SOLE | 518,249.367 | 6.11 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Core Plus Bond | B | MLPF&S FOR THE SOLE | 71,046.733 | 12.01 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Core Plus Bond | C | CITIGROUP GLOBAL | 44,617.313 | 5.85 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Core Plus Bond | C | MLPF&S FOR THE SOLE | 165,360.232 | 21.67 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Core Plus Bond | I | BOSCIA FAMILY FOUNDATION | 23,859.147 | 5.77 | % | ||||
| Fund | 951 IDLEWILD RD | ||||||||
| GLADWYNE PA 19035-1437 | |||||||||
| Delaware Core Plus Bond | I | CITY OF DASSEL | 36,698.556 | 8.88 | % | ||||
| Fund | GENERAL ACCOUNT | ||||||||
| ATTN MARY ANN DANIELSON | |||||||||
| PO BOX 391 | |||||||||
| DASSEL MN 55325-0391 | |||||||||
P-5
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Core Plus Bond | I | MCB TRUST SERVICES | 38,557.197 | 9.33 | % | ||||
| Fund | CUST FBO SOUTHWEST GRAPHICS, | ||||||||
| P/S 401(K) | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Core Plus Bond | I | RS DMC EMPLOYEE MPP PLAN | 279,147.561 | 67.54 | % | ||||
| Fund | DELAWARE MANAGEMENT CO | ||||||||
| EMPLOYEE MONEY | |||||||||
| PURCHASE PENSION | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Core Plus Bond | R | MLPF&S FOR THE SOLE | 30,626.201 | 88.97 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Corporate Bond | A | MLPF&S FOR THE SOLE | 26,365,039.125 | 33.70 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Corporate Bond | B | MLPF&S FOR THE SOLE | 172,509.480 | 7.82 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Corporate Bond | C | CITIGROUP GLOBAL | 1,923,038.412 | 9.09 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Corporate Bond | C | MLPF&S FOR THE SOLE | 10,883,754.182 | 51.47 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Corporate Bond | R | LINCOLN NATIONAL LIFE | 116,064.933 | 5.70 | % | ||||
| Fund | INS COMPANY | ||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
P-6
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Corporate Bond | R | FRONTIER TRUST CO | 126,825.921 | 6.23 | % | ||||
| Fund | FBO OMNIBUS-VARIOUS | ||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware Corporate Bond | R | STATE STREET BANK & TRUST CO | 341,907.431 | 16.80 | % | ||||
| Fund | FBO VARIOUS SYMETRA | ||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 12770 | |||||||||
| OVERLAND PARK KS 66282-2770 | |||||||||
| Delaware Corporate Bond | R | MLPF&S FOR THE SOLE | 671,816.598 | 33.01 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Diversified | A | MLPF&S FOR THE SOLE | 58,186,086.749 | 16.89 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Diversified | B | MLPF&S FOR THE SOLE | 638,853.308 | 11.26 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Diversified | C | CITIGROUP GLOBAL MARKETS, INC. | 11,130,630.122 | 9.47 | % | ||||
| Income Fund | ATTN: PETER BOOTH, 7TH FL | ||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Diversified | C | MLPF&S FOR THE SOLE | 45,512,999.943 | 38.74 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Diversified | I | CHARLES SCHWAB & CO INC | 1,883,727.633 | 12.32 | % | ||||
| Income Fund | SPECIAL CUSTODY ACCT | ||||||||
| FBO CUSTOMERS | |||||||||
| ATTN MUTUAL FUNDS | |||||||||
| 101 MONTGOMERY ST | |||||||||
| SAN FRANCISCO CA 94104-4151 | |||||||||
| Delaware Diversified | I | THE NORTHERN TRUST | 2,039,593.431 | 13.34 | % | ||||
| Income Fund | COMPANY TTEE | ||||||||
| CIBA SPECIALTY CHEMICALS | |||||||||
| 401K DV PLAN | |||||||||
| PO BOX 92994 | |||||||||
| CHICAGO IL 60675-0001 | |||||||||
P-7
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Diversified | I | ATTN TRUST OPS | 2,506,840.650 | 16.39 | % | ||||
| Income Fund | MIDTRUSCO | ||||||||
| 5901 COLLEGE BLVD STE 100 | |||||||||
| OVERLAND PARK KS 66211-1834 | |||||||||
| Delaware Diversified | R | MLPF&S FOR THE SOLE | 6,532,468.517 | 48.64 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Dividend | A | CITIGROUP GLOBAL | 1,537,351.944 | 6.63 | % | ||||
| Income Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Dividend | A | MLPF&S FOR THE SOLE | 2,180,501.697 | 9.40 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Dividend | B | CITIGROUP GLOBAL | 294,850.174 | 7.40 | % | ||||
| Income Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Dividend | B | MLPF&S FOR THE SOLE | 787,123.973 | 19.76 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Dividend | C | CITIGROUP GLOBAL | 2,510,401.261 | 14.01 | % | ||||
| Income Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Dividend | C | MLPF&S FOR THE SOLE | 5,801,767.165 | 32.38 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Dividend | I | COUNSEL TRUST DBA MATC FBO | 34,749.740 | 11.17 | % | ||||
| Income Fund | TTI INC 401K PSP | ||||||||
| 1251 WATERFRONT PL STE 525 | |||||||||
| PITTSBURGH PA 15222-4228 | |||||||||
P-8
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Dividend | I | GPC SECURITIES INC AGENT FOR | 174,653.729 | 56.13 | % | ||||
| Income Fund | RELIANCE TRUST CO | ||||||||
| FBO GOODMAN & CO LLP | |||||||||
| 401K P/S PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 16,809.557 | 5.40 | % | ||||
| Income Fund | RELIANCE TRUST CO | ||||||||
| FBO ANIMAS SURGICAL HOSPITAL, | |||||||||
| LLC 401K | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Dividend | R | ING | 21,445.035 | 6.89 | % | ||||
| Income Fund | ENHANCED K-CHOICE | ||||||||
| TRUSTEE: RELIANCE TRUST CO | |||||||||
| 400 ATRIUM DRIVE | |||||||||
| SOMERSET NJ 08873 | |||||||||
| Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 22,988.381 | 7.39 | % | ||||
| Income Fund | RELIANCE TRUST CO | ||||||||
| FBO FERTILITY & GYNECOLOGY | |||||||||
| 401(K) PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 33,004.570 | 10.61 | % | ||||
| Income Fund | RELIANCE TRUST CO | ||||||||
| FBO WEST HILLS DEVELOPMENT | |||||||||
| CO 401K PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 35,001.670 | 11.25 | % | ||||
| Income Fund | RELIANCE TRUST CO | ||||||||
| FBO BOGHT VETERINARY CLINIC 401K | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Dividend | R | GPC AS AGENT FOR | 37,244.780 | 11.97 | % | ||||
| Income Fund | RELIANCE TRUST COMPANY | ||||||||
| FBO FRUIT CENTER INC | |||||||||
| PSP PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Dividend | R | MLPF&S FOR THE SOLE | 41,346.499 | 13.29 | % | ||||
| Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
P-9
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Emerging | A | CITIGROUP GLOBAL | 1,959,107.478 | 7.08 | % | ||||
| Markets Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Emerging | A | MLPF&S FOR THE SOLE | 4,544,610.153 | 16.42 | % | ||||
| Markets Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Emerging | B | CITIGROUP GLOBAL | 158,963.904 | 9.27 | % | ||||
| Markets Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Emerging | B | MLPF&S FOR THE SOLE | 218,906.047 | 12.76 | % | ||||
| Markets Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Emerging | C | CITIGROUP GLOBAL | 2,398,958.695 | 20.99 | % | ||||
| Markets Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Emerging | C | MLPF&S FOR THE SOLE | 3,166,315.306 | 27.70 | % | ||||
| Markets Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Emerging | I | DINGLE & CO | 513,228.000 | 6.01 | % | ||||
| Markets Fund | C/O COMERICA BANK | ||||||||
| PO BOX 75000 | |||||||||
| DETROIT MI 48275-0001 | |||||||||
| Delaware Emerging | I | ATTN DC PLAN ADMIN MS N6G | 660,115.934 | 7.73 | % | ||||
| Markets Fund | MERCER TRUST COMPANY | ||||||||
| FBO CLARIANT INVMNT PLAN | |||||||||
| 1 INVESTORS WAY | |||||||||
| NORWOOD MA 02062-1599 | |||||||||
| Delaware Emerging | I | JP MORGAN CHASE BANK TTEE | 679,648.757 | 7.96 | % | ||||
| Markets Fund | FBO VIASAT INC | ||||||||
| 401K PROFIT SHARING PLAN | |||||||||
| C/O JPMORGAN RPS 5500 TEAM | |||||||||
| 9300 WARD PKWY | |||||||||
| KANSAS CITY MO 64114-3317 | |||||||||
P-10
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Emerging | I | STRAFE & CO | 756,144.531 | 8.86 | % | ||||
| Markets Fund | FBO E L & THELMA GAYLORD | ||||||||
| FOUNDA | |||||||||
| PO BOX 160 | |||||||||
| WESTERVILLE OH 43086-0160 | |||||||||
| Delaware Emerging | I | RS DMC EMPLOYEE MPP PLAN | 796,016.037 | 9.32 | % | ||||
| Markets Fund | DELAWARE MANAGEMENT CO | ||||||||
| EMPLOYMENT P/S TRUST | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Emerging | I | NFS LLC | 1,146,232.048 | 13.42 | % | ||||
| Markets Fund | FEBO FIDUCIARY TRUST CO | ||||||||
| PO BOX 55806 | |||||||||
| BOSTON MA 02205-5806 | |||||||||
| Delaware Emerging | I | CHARLES SCHWAB & CO INC | 1,190,100.051 | 13.94 | % | ||||
| Markets Fund | SPECIAL CUSTODY ACCT | ||||||||
| FBO CUSTOMERS | |||||||||
| ATTN MUTUAL FUNDS | |||||||||
| 101 MONTGOMERY ST | |||||||||
| SAN FRANCISCO CA 94104-4151 | |||||||||
| Delaware Extended | A | MLPF&S FOR THE SOLE | 2,265,367.372 | 6.95 | % | ||||
| Duration Bond Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Extended | A | MASSACHUSETTS MUTUAL LIFE | 5,003,802.168 | 15.36 | % | ||||
| Duration Bond Fund | INS CO | ||||||||
| 1295 STATE ST MIP C105 | |||||||||
| SPRINGFIELD MA 01111-0001 | |||||||||
| Delaware Extended | B | CITIGROUP GLOBAL | 59,455.509 | 8.27 | % | ||||
| Duration Bond Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Extended | B | MLPF&S FOR THE SOLE | 119,915.846 | 16.69 | % | ||||
| Duration Bond Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Extended | C | CITIGROUP GLOBAL | 203,261.601 | 6.03 | % | ||||
| Duration Bond Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
P-11
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Extended | C | MLPF&S FOR THE SOLE | 1,078,101.764 | 31.97 | % | ||||
| Duration Bond Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Extended | I | STATE STREET BANK & | 2,265,201.014 | 31.29 | % | ||||
| Duration Bond Fund | TRUST CO TTEE | ||||||||
| INTERCONTINENTAL HOTELS | |||||||||
| MASTER TR | |||||||||
| ATTN STEVE CHILES KC 1/5 | |||||||||
| 801 PENNSYLVANIA AVE | |||||||||
| KANSAS CITY MO 64105-1307 | |||||||||
| Delaware Extended | R | ING | 16,197.838 | 14.37 | % | ||||
| Duration Bond Fund | ENHANCED K-CHOICE | ||||||||
| TRUSTEE: RELIANCE TRUST CO | |||||||||
| 400 ATRIUM DRIVE | |||||||||
| SOMERSET NJ 08873 | |||||||||
| Delaware Extended | R | FIRST CLEARING CORP | 37,455.899 | 33.24 | % | ||||
| Duration Bond Fund | FBO COMPETITION CAMS PSP | ||||||||
| RONALD L COLEMAN TTEE | |||||||||
| FBO COMPETITION CAMS | |||||||||
| 3408 DEMOCRAT RD | |||||||||
| MEMPHIS TN 38118 | |||||||||
| Delaware Extended | R | MASSACHUSETTS MUTUAL LIFE | 48,330.140 | 42.89 | % | ||||
| Duration Bond Fund | INS CO | ||||||||
| 1295 STATE ST - MIP C105 | |||||||||
| SPRINGFIELD MA 01111-0001 | |||||||||
| Delaware Focus Global | A | GREGORY MARK HEYWOOD & | 14,117.647 | 7.17 | % | ||||
| Growth Fund | KRISTEN PEN-FONG KWAN | ||||||||
| OAKLAND CA 94618 | |||||||||
| Delaware Focus Global | A | PATRICK G FORTIER & | 29,178.173 | 14.83 | % | ||||
| Growth Fund | ANNEMARIE S FORTIER | ||||||||
| SAN FRANCISCO CA 94118 | |||||||||
| Delaware Focus Global | A | CHRISTOPHER BONAVICO | 29,411.765 | 14.95 | % | ||||
| Growth Fund | SAN FRANCISCO CA 94126 | ||||||||
| Delaware Focus Global | A | KENNETH F BROAD & JACLYN | 29,411.764 | 14.95 | % | ||||
| Growth Fund | JAFARIAN BROAD JT WROS | ||||||||
| MILL VALLEY CA 94941 | |||||||||
| Delaware Focus Global | A | DANIEL J PRISLIN & | 29,411.765 | 14.95 | % | ||||
| Growth Fund | JOELLE M PRISLIN TTEES | ||||||||
| DANIEL AND JOELLE PRISLIN | |||||||||
| FAMILY TR | |||||||||
| ALAMEDA CA 94502 | |||||||||
P-12
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Focus Global | A | VAN HARTE-SMITH FAMILY | 57,012.543 | 28.97 | % | ||||
| Growth Fund | REVOCABLE TRUST | ||||||||
| 70 CLUB DR | |||||||||
| SAN CARLOS CA 94070-1647 | |||||||||
| Delaware Focus Global | I | DMH CORP | 235,294.118 | 100.00 | % | ||||
| Growth Fund | ATTN RICK SALUS | ||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware Global Real | A | JAMES C MORROW | 179.211 | 98.32 | % | ||||
| Estate Securities Fund | CONSHOHOCKEN PA 19428 | ||||||||
| Delaware Global Real | I | DMH CORP | 359,840.833 | 100.00 | % | ||||
| Estate Securities Fund | ATTN RICK SALUS | ||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware Global Value | A | MLPF&S FOR THE SOLE | 205,034.243 | 6.24 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Global Value | B | MLPF&S FOR THE SOLE | 46,491.289 | 8.01 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Global Value | C | MLPF&S FOR THE SOLE | 303,628.872 | 19.15 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Growth | A | MLPF&S FOR THE SOLE | 1,113,699.355 | 7.46 | % | ||||
| Opportunities Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Growth | C | MLPF&S FOR THE SOLE | 57,253.143 | 13.01 | % | ||||
| Opportunities Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Growth | I | MCB TRUST SERVICES TTEE | 21,696.071 | 8.55 | % | ||||
| Opportunities Fund | FBO WOOLDRIDGE HEATING & | ||||||||
| AIR 401K | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
P-13
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Growth | I | MCB TRUST SERVICES | 38,052.554 | 14.99 | % | ||||
| Opportunities Fund | CUST FBO GRTR PHILA CHAMBER | ||||||||
| OF COM 401K | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Growth | I | RS DMC EMPLOYEE MPP PLAN | 171,679.544 | 67.64 | % | ||||
| Opportunities Fund | DELAWARE MANAGEMENT CO | ||||||||
| EMPLOYEE MONEY PURCHASE | |||||||||
| PENSION | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Growth | R | RELIANCE TRUST COMPANY CUST | 4,222.383 | 7.98 | % | ||||
| Opportunities Fund | FBO YERBA BUENA CENTER | ||||||||
| FOR THE ARTS403B ANNUITY | |||||||||
| MATCHING PLAN | |||||||||
| PO BOX 48529 | |||||||||
| ATLANTA GA 30362-1529 | |||||||||
| Delaware Growth | R | MG TRUSTCO TRUSTEE | 4,748.503 | 8.97 | % | ||||
| Opportunities Fund | STUDIOCOM | ||||||||
| 401K PS PL | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Growth | R | FRONTIER TRUST CO | 6,753.171 | 12.76 | % | ||||
| Opportunities Fund | FBO HIGHLAND ENGINEERING INC | ||||||||
| SAFE HAR | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware Growth | R | MG TRUST COMPANY | 13,579.396 | 25.66 | % | ||||
| Opportunities Fund | CUST. FBO ADVANCED FUEL | ||||||||
| RESEARCH, INC | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Growth | R | MLPF&S FOR THE SOLE | 20,498.368 | 38.74 | % | ||||
| Opportunities Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware | A | DONALD G PADILLA | 6,311.360 | 5.22 | % | ||||
| Healthcare Fund | PHILADELPHIA PA 19103 | ||||||||
| Delaware | A | MICHAEL S TUNG | 13,193.980 | 10.92 | % | ||||
| Healthcare Fund | PHILADELPHIA PA 19103 | ||||||||
| Delaware | A | KATHY K WANG & ROBERT T | 13,760.414 | 11.39 | % | ||||
| Healthcare Fund | WANG JT WROS | ||||||||
| LYNNFIELD MA 01940 | |||||||||
P-14
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware | A | LIU-ER CHEN & | 80,536.820 | 66.67 | % | ||||
| Healthcare Fund | DAWN DING JT WROS | ||||||||
| NEEDHAM MA 02494 | |||||||||
| Delaware | I | DMH CORP | 256,106.019 | 100.00 | % | ||||
| Healthcare Fund | ATTN RICK SALUS | ||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware High-Yield | A | GENWORTH FINANCIAL TRUST CO | 8,643,492.819 | 13.67 | % | ||||
| Opportunities Fund | FBO GENWORTH FINANCIAL | ||||||||
| ASSET MGMT | |||||||||
| FBO THEIR MUTUAL CLIENTS | |||||||||
| 3200 N CENTRAL AVE FL 7 | |||||||||
| PHOENIX AZ 85012-2468 | |||||||||
| Delaware High-Yield | B | MLPF&S FOR THE SOLE | 179,582.292 | 5.29 | % | ||||
| Opportunities Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware High-Yield | B | CITIGROUP GLOBAL | 276,728.365 | 8.15 | % | ||||
| Opportunities Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware High-Yield | C | CITIGROUP GLOBAL | 875,594.909 | 10.11 | % | ||||
| Opportunities Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware High-Yield | C | MLPF&S FOR THE SOLE | 1,104,702.018 | 12.75 | % | ||||
| Opportunities Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware High-Yield | I | ICMA-RC SERVICES LLC | 849,890.857 | 5.08 | % | ||||
| Opportunities Fund | 777 N CAPITOL ST NE | ||||||||
| WASHINGTON DC 20002-4239 | |||||||||
| Delaware High-Yield | I | RS DMC EMPLOYEE MPP PLAN | 869,258.717 | 5.19 | % | ||||
| Opportunities Fund | DELAWARE MANAGEMENT CO | ||||||||
| MPP TRUST | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
P-15
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware High-Yield | I | PRUDENTIAL INVESTMENT MGMT | 1,077,334.581 | 6.44 | % | ||||
| Opportunities Fund | SVC FBO MUTUAL | ||||||||
| FUND CLIENTS | |||||||||
| MAIL STOP NJ 05-11-20 | |||||||||
| 3 GATEWAY CTR FL 11 | |||||||||
| 100 MULBERRY ST | |||||||||
| NEWARK NJ 07102 | |||||||||
| Delaware High-Yield | I | SEI PRIVATE TRUST CO | 2,076,598.106 | 12.40 | % | ||||
| Opportunities Fund | FBO HALE & DORR LLP | ||||||||
| ONE FREEDOM VALLEY DRIVE | |||||||||
| OAKS PA 19456-9989 | |||||||||
| Delaware High-Yield | I | NFS LLC | 2,515,675.488 | 15.03 | % | ||||
| Opportunities Fund | FEBO COUNTRY TRUST | ||||||||
| PO BOX 2020 | |||||||||
| BLOOMINGTON IL 61702-2020 | |||||||||
| Delaware High-Yield | R | STATE STREET BANK & | 226,658.134 | 5.57 | % | ||||
| Opportunities Fund | TRUST CO | ||||||||
| FBO VARIOUS SYMETRA | |||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 12770 | |||||||||
| OVERLAND PARK KS 66282-2770 | |||||||||
| Delaware High-Yield | R | MLPF&S FOR THE SOLE | 594,065.249 | 14.59 | % | ||||
| Opportunities Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware High-Yield | R | ING | 630,617.353 | 15.49 | % | ||||
| Opportunities Fund | ENHANCED K-CHOICE | ||||||||
| TRUSTEE: RELIANCE TRUST CO | |||||||||
| 400 ATRIUM DRIVE | |||||||||
| SOMERSET NJ 08873 | |||||||||
| Delaware Inflation | A | MLPF&S FOR THE SOLE | 1,472,594.793 | 18.52 | % | ||||
| Protected Bond Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Inflation | B | PTC | 16,953.025 | 8.32 | % | ||||
| Protected Bond Fund | CUST SEP IRA | ||||||||
| FBO WILL L SKINNER | |||||||||
| 11707 LEANING PINE DR | |||||||||
| HOUSTON TX 77070-2517 | |||||||||
P-16
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Inflation | B | MLPF&S FOR THE SOLE | 19,067.541 | 9.35 | % | ||||
| Protected Bond Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Inflation | C | MLPF&S FOR THE SOLE | 803,418.927 | 21.77 | % | ||||
| Protected Bond Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Inflation | I | CONSERVATIVE PROFILE FUND OF | 1,483,730.487 | 15.79 | % | ||||
| Protected Bond Fund | LINCOLN VIP TRUST | ||||||||
| 1300 SOUTH CLINTON STREET | |||||||||
| MAIL-STOP 2H17 | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware Inflation | I | MODERATELY AGGRESSIVE | 2,117,866.162 | 22.55 | % | ||||
| Protected Bond Fund | PROFILE FUND | ||||||||
| OF LINCOLN VIP TRUST | |||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware Inflation | I | MODERATE PROFILE FUND | 4,270,970.454 | 45.47 | % | ||||
| Protected Bond Fund | OF LINCOLN VIP TRUST | ||||||||
| 1300 SOUTH CLINTON STREET | |||||||||
| MAIL STOP 2H17 | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware International | A | PRUDENTIAL INVESTMENT MGMT | 1,577,439.139 | 8.78 | % | ||||
| Value Equity Fund | SVC | ||||||||
| FBO MUTUAL FUND CLIENTS | |||||||||
| MAIL STOP NJ 05-11-20 | |||||||||
| 3 GATEWAY CENTER FL 11 | |||||||||
| 100 MULBERRY ST | |||||||||
| NEWARK NJ 07102 | |||||||||
| Delaware International | A | CITIGROUP GLOBAL | 1,838,253.233 | 10.24 | % | ||||
| Value Equity Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware International | B | CITIGROUP GLOBAL | 138,430.875 | 12.81 | % | ||||
| Value Equity Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
P-17
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware International | C | MLPF&S FOR THE SOLE | 364,428.230 | 6.88 | % | ||||
| Value Equity Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware International | C | CITIGROUP GLOBAL | 1,931,259.495 | 36.46 | % | ||||
| Value Equity Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware International | I | CITIGROUP GLOBAL | 11,541,747.620 | 82.42 | % | ||||
| Value Equity Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware International | R | FRONTIER TRUST CO | 89,699.133 | 35.09 | % | ||||
| Value Equity Fund | FBO SINGLETON ASSOCIATES | ||||||||
| 401K PLAN | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware International | R | MLPF&S FOR THE SOLE | 92,584.160 | 36.21 | % | ||||
| Value Equity Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Large Cap Core | A | CRAIG P BROWN | 373.754 | 21.86 | % | ||||
| Fund | ARDMORE PA 19003 | ||||||||
| Delaware Large Cap Core | A | BRUCE A GREEN | 1,165.346 | 68.17 | % | ||||
| Fund | AND LYNN H GREEN JT WROS | ||||||||
| NASHVILLE TN 37221 | |||||||||
| Delaware Large Cap Core | I | DMH CORP | 252,687.677 | 100.00 | % | ||||
| Fund | ATTN RICK SALUS | ||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware Large Cap | C | MLPF&S FOR THE SOLE | 200,740.265 | 15.05 | % | ||||
| Value Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Large Cap | I | MCB TRUST SERVICES TTEE | 117,540.405 | 5.27 | % | ||||
| Value Fund | FBO DEFENSE SUPPORT | ||||||||
| SVS LLC RET PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
P-18
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Large Cap | I | MCB TRUST SERVICES TTEE | 134,279.043 | 6.01 | % | ||||
| Value Fund | FBO DAY & ZIMMERMANN | ||||||||
| HAWTHORNE 401K PL | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Large Cap | I | RS DMC EMPLOYEE MPP PLAN | 550,221.767 | 24.65 | % | ||||
| Value Fund | DELAWARE MANAGEMENT CO | ||||||||
| EMPLOYEE MONEY PURCHASE | |||||||||
| PENSION C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Large Cap | I | MCB TRUST SERVICES TTEE | 1,097,451.108 | 49.16 | % | ||||
| Value Fund | FBO DAY & ZIMMERMANN 401(K) | ||||||||
| PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Large Cap | R | GPC AS AGENT FOR | 5,979.336 | 5.16 | % | ||||
| Value Fund | RELIANCE TRUST COMPANY | ||||||||
| FBO DAVID S WILLIAMS | |||||||||
| DMD PA 401K PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Large Cap | R | MG TRUST COMPANY TRUSTEE | 18,918.307 | 16.32 | % | ||||
| Value Fund | MEMORIAL & ST ELIZABETH HC LLP | ||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Large Cap | R | GPC AS AGENT FOR | 20,329.284 | 17.54 | % | ||||
| Value Fund | RELIANCE TRUST COMPANY | ||||||||
| FBO THERAPEUTIC RADIATION | |||||||||
| ONCOLOGY 401K | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Large Cap | R | MLPF&S FOR THE SOLE | 40,123.147 | 34.61 | % | ||||
| Value Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Limited-Term | A | CITIGROUP GLOBAL | 4,298,135.109 | 7.70 | % | ||||
| Diversified Income Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
P-19
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Limited-Term | A | MLPF&S FOR THE SOLE | 7,379,518.664 | 13.23 | % | ||||
| Diversified Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Limited-Term | B | MLPF&S FOR THE SOLE | 61,076.009 | 15.18 | % | ||||
| Diversified Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Limited-Term | C | CITIGROUP GLOBAL | 1,411,270.070 | 9.66 | % | ||||
| Diversified Income Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Limited-Term | C | MLPF&S FOR THE SOLE | 5,087,712.746 | 34.84 | % | ||||
| Diversified Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Limited-Term | I | RS DMC EMPLOYEE MPP PLAN | 309,926.611 | 17.05 | % | ||||
| Diversified Income Fund | DELAWARE MANAGEMENT CO | ||||||||
| EMPLOYEE MONEY PURCHASE | |||||||||
| PENSION | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Limited-Term | I | LINCOLN FINANCIAL GROUP | 461,369.380 | 25.39 | % | ||||
| Diversified Income Fund | FOUNDATION INC | ||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware Limited-Term | I | LA84 FOUNDATION | 470,243.443 | 25.87 | % | ||||
| Diversified Income Fund | 2141 W ADAMS BLVD | ||||||||
| LOS ANGELES CA 90018-2040 | |||||||||
| Delaware Limited-Term | R | FIRST CLEARING LLC | 20,585.478 | 5.89 | % | ||||
| Diversified Income Fund | SUTTON ORTHOPAEDICS PSP 401K | ||||||||
| J CARL SUTTON TTEE | |||||||||
| 3320 LOST VALLEY DR | |||||||||
| JONESBORO GA 30236-4126 | |||||||||
| Delaware Limited-Term | R | LINCOLN NATIONAL LIFE | 27,785.371 | 7.95 | % | ||||
| Diversified Income Fund | INS COMPANY | ||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
P-20
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Limited-Term | R | COUNSEL TRUST DBA MATC | 30,424.631 | 8.70 | % | ||||
| Diversified Income Fund | FBO MILAN SUPPLY CO PSP | ||||||||
| 1251 WATERFRONT PL STE 525 | |||||||||
| PITTSBURGH PA 15222-4228 | |||||||||
| Delaware Limited-Term | R | MLPF&S FOR THE SOLE | 151,766.439 | 43.40 | % | ||||
| Diversified Income Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Mid Cap Value | A | DMTC TTEE | 1,626.353 | 5.07 | % | ||||
| PERSONAL(K) PL | |||||||||
| JAMES SCHIEFER | |||||||||
| CONSULTING INC | |||||||||
| FBO JAMES SCHIEFER | |||||||||
| 3850 ALDER WOODS CT | |||||||||
| FAIRFAX VA 22033-2441 | |||||||||
| Delaware Mid Cap Value | A | CLAIRE L DENENBERG TTEE | 1,629.991 | 5.08 | % | ||||
| CLAIRE L DENENBERG | |||||||||
| REV LIV TR | |||||||||
| C/O LYNNE WARREN | |||||||||
| 8754 VIA ANCHO RD | |||||||||
| BOCA RATON FL 33433 | |||||||||
| Delaware Mid Cap Value | A | IRA FBO PAUL L FIDEL | 1,664.145 | 5.19 | % | ||||
| PERSHING LLC | |||||||||
| CUST ROLLOVER ACCOUNT | |||||||||
| 140 B N SPRING VALLEY RD | |||||||||
| MCMURRAY PA 15317-2820 | |||||||||
| Delaware Mid Cap Value | A | IRA FBO PAUL A VOTH | 2,524.124 | 7.87 | % | ||||
| PTC AS CUSTODIAN | |||||||||
| 43683 MARIGOLD DR | |||||||||
| PALM DESERT CA 92260-2603 | |||||||||
| Delaware Mid Cap Value | A | NFS LLC | 2,559.099 | 7.98 | % | ||||
| FEBO JOHN A SCARF | |||||||||
| 13915 SAN SABA CANYON LN | |||||||||
| CYPRESS TX 77429 | |||||||||
| Delaware Mid Cap Value | A | NFS LLC | 2,700.642 | 8.42 | % | ||||
| FEBO NFS/FMTC ROLL IRA | |||||||||
| FBO MICHAEL OHATA | |||||||||
| 225 LINDEN AVE | |||||||||
| OAK PARK IL 60302-2214 | |||||||||
| Delaware Mid Cap Value | A | DOUGLAS R GLENNON | 5,892.662 | 18.37 | % | ||||
| NAPLES FL 34119 | |||||||||
P-21
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Mid Cap Value | A | PERSHING LLC | 7,245.869 | 22.59 | % | ||||
| PO BOX 2052 | |||||||||
| JERSEY CITY NJ 07303 | |||||||||
| Delaware Mid Cap Value | C | HOME FEDERAL SAVINGS & LN | 520.073 | 5.52 | % | ||||
| JONATHAN FRIEND | |||||||||
| 500 12TH S PO BOX 190 | |||||||||
| NAMPA ID 83653-0190 | |||||||||
| Delaware Mid Cap Value | C | DMTC CUSTODIAN FOR THE IRA OF | 2,338.844 | 24.81 | % | ||||
| BEATRIZ W THIELEN | |||||||||
| LORTON VA 22079 | |||||||||
| Delaware Mid Cap Value | C | DMTC C/F THE CONVERSION ROTH | 2,616.753 | 27.75 | % | ||||
| IRA OF ROSS SCHEINBAUM | |||||||||
| 1095 REMAGEN RD | |||||||||
| SEASIDE CA 93955-7417 | |||||||||
| Delaware Mid Cap Value | C | DMTC C/F THE CONVERSION ROTH | 3,596.186 | 38.14 | % | ||||
| IRA OF JENNIFER SCHEINBAUM | |||||||||
| 1095 REMAGEN RD | |||||||||
| SEASIDE CA 93955-7417 | |||||||||
| Delaware Mid Cap Value | I | C/O MUTUAL FUNDS | 138,795.912 | 10.35 | % | ||||
| WILMINGTON TRUST CO TTEE | |||||||||
| FBO DELAWARE MGMT | |||||||||
| HOLDINGS INC | |||||||||
| EMP 401K ACCOUNT | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Mid Cap Value | I | C/O MUTUAL FUNDS | 225,477.509 | 16.82 | % | ||||
| WILMINGTON TRUST CO TTEE | |||||||||
| FBO LINCOLN NTL LIFE INS CO | |||||||||
| AGT SVGS PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Mid Cap Value | I | C/O MUTUAL FUNDS | 942,782.041 | 70.32 | % | ||||
| WILMINGTON TRUST CO TTEE | |||||||||
| FBO LINCOLN NATL CORP | |||||||||
| EMP SVGS & RET PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Mid Cap Value | R | DELAWARE MANAGEMENT | 1.006 | 31.20 | % | ||||
| BUSINESS TRUST - DIA | |||||||||
| ATTN RICK SALUS | |||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
P-22
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Mid Cap Value | R | DELAWARE SERVICE CO | 1.106 | 34.31 | % | ||||
| CONTROL ACCOUNT | |||||||||
| ATTN PATRICK DWYER | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Mid Cap Value | R | DELAWARE SERVICE CO | 1.112 | 34.49 | % | ||||
| CONTROL ACCOUNT | |||||||||
| ATTN PATRICK DWYER | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Minnesota | C | MLPF&S FOR THE SOLE | 145,763.514 | 5.76 | % | ||||
| High-Yield Municipal | BENEFIT OF ITS CUSTOMERS | ||||||||
| Bond Fund | ATTENTION: FUND ADMIN | ||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Moderate | A | PIMS/PRUDENTIAL RETIREMENT AS | 1,776,824.575 | 8.81 | % | ||||
| Allocation Portfolio | NOMINEE FOR THE TTEE/CUST PL | ||||||||
| HOAG SHELTERED SAVS PLAN | |||||||||
| 1 HOAG DR | |||||||||
| NEWPORT BEACH CA 92663-4162 | |||||||||
| Delaware Moderate | B | MLPF&S FOR THE SOLE | 45,923.205 | 7.05 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Moderate | C | MLPF&S FOR THE SOLE | 102,108.604 | 9.84 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Moderate | I | C/O MUTUAL FUNDS | 311,722.768 | 8.33 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO LINCOLN NTL LIFE INS CO | |||||||||
| AGT SVGS PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Moderate | I | RS DMC EMPLOYEE MPP PLAN | 360,672.708 | 9.64 | % | ||||
| Allocation Portfolio | DELAWARE MANAGEMENT CO | ||||||||
| MPP TRUST | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
P-23
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Moderate | I | C/O MUTUAL FUNDS | 2,901,653.077 | 77.54 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | ||||||||
| FBO LINCOLN NATL CORP | |||||||||
| EMP SVGS & RET PL | |||||||||
| PO BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware Moderate | R | MG TRUST CO TRUSTEE | 10,753.386 | 6.39 | % | ||||
| Allocation Portfolio | UNITED COMMUNITY BANK 401K | ||||||||
| PS PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Moderate | R | FRONTIER TRUST CO | 11,241.773 | 6.69 | % | ||||
| Allocation Portfolio | FBO OMNIBUS-VARIOUS | ||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware Moderate | R | MG TRUST CO CUST | 21,272.341 | 12.65 | % | ||||
| Allocation Portfolio | FBO JOHN CIPOLLONE INC | ||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Moderate | R | MLPF&S FOR THE SOLE | 108,109.957 | 64.29 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware National High- | A | MLPF&S FOR THE SOLE | 460,900.745 | 6.15 | % | ||||
| Yield Municipal Bond | BENEFIT OF ITS CUSTOMERS | ||||||||
| Fund | ATTENTION: FUND ADMIN | ||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware National High- | A | FIRST CLEARING, LLC | 491,982.027 | 6.56 | % | ||||
| Yield Municipal Bond | JUANITA DALY & | ||||||||
| Fund | CARLO TORESANI JT WROS | ||||||||
| 1200 RANCHO CIR | |||||||||
| LAS VEGAS NV 89107 | |||||||||
| Delaware National High- | B | CITIGROUP GLOBAL | 17,029.211 | 9.91 | % | ||||
| Yield Municipal Bond | MARKETS, INC. | ||||||||
| Fund | ATTN: PETER BOOTH, 7TH FL | ||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
P-24
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware National High- | B | MLPF&S FOR THE SOLE | 50,308.132 | 29.27 | % | ||||
| Yield Municipal Bond | BENEFIT OF ITS CUSTOMERS | ||||||||
| Fund | ATTENTION: FUND ADMIN | ||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware National High- | C | CITIGROUP GLOBAL | 84,495.021 | 10.10 | % | ||||
| Yield Municipal Bond | MARKETS, INC. | ||||||||
| Fund | ATTN: PETER BOOTH, 7TH FL | ||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware National High- | C | MLPF&S FOR THE SOLE | 214,824.839 | 25.69 | % | ||||
| Yield Municipal Bond | BENEFIT OF ITS CUSTOMERS | ||||||||
| Fund | ATTENTION: FUND ADMIN | ||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware National High- | I | DMH CORP | 136.513 | 98.95 | % | ||||
| Yield Municipal Bond | ATTN RICK SALUS | ||||||||
| Fund | 2005 MARKET ST FL 9 | ||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware REIT Fund | A | WILMINGTON TRUST CO TTEE | 791,631.516 | 9.35 | % | ||||
| FBO VIRTUA 401(K) SAVS PLN | |||||||||
| C/O MUTUAL FUNDS | |||||||||
| P O BOX 8880 | |||||||||
| WILMINGTON DE 19899-8880 | |||||||||
| Delaware REIT Fund | C | MLPF&S FOR THE SOLE | 224,397.521 | 9.93 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware REIT Fund | C | CITIGROUP GLOBAL | 247,756.670 | 10.96 | % | ||||
| MARKETS, INC. | |||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware REIT Fund | R | RELIANCE TRUST CO | 26,006.691 | 5.13 | % | ||||
| FBO PARKER MCCAY & CRISCU | |||||||||
| 401K PO BOX 48529 | |||||||||
| ATLANTA GA 30362-1529 | |||||||||
| Delaware REIT Fund | R | MLPF&S FOR THE SOLE | 28,637.318 | 5.64 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
P-25
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware REIT Fund | R | MG TRUST COMPANY | 39,857.674 | 7.85 | % | ||||
| CUST FBO PRICE RIVER WATER | |||||||||
| IMPROVEMENT | |||||||||
| DISTRICT RETIREMENT PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Select Growth | A | CITIGROUP GLOBAL | 322,565.776 | 5.58 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Select Growth | A | MLPF&S FOR THE SOLE | 338,085.449 | 5.85 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Select Growth | C | CITIGROUP GLOBAL | 115,089.170 | 8.52 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Select Growth | C | MLPF&S FOR THE SOLE | 267,526.144 | 19.81 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Select Growth | I | RS DMC EMPLOYEE MPP PLAN | 266,226.705 | 9.53 | % | ||||
| Fund | DELAWARE MANAGEMENT CO | ||||||||
| MPP TRUST | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
| Delaware Select Growth | I | GPC AS AGENT FOR | 378,404.844 | 13.55 | % | ||||
| Fund | RELIANCE TRUST COMPANY | ||||||||
| FBO DEAN FOODS 401K PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Select Growth | I | EDWARD D JONES & CO | 2,346,971.458 | 84.04 | % | ||||
| Fund | ATTN MUTUAL FUND | ||||||||
| SHAREHOLDER ACCOUNTING | |||||||||
| 201 PROGRESS PKWY | |||||||||
| MARYLAND HTS MO 63043 | |||||||||
P-26
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Select Growth | R | MG TRUST COMPANY TRUSTEE | 1,965.947 | 5.52 | % | ||||
| Fund | KINGS OF NEW CASTLE | ||||||||
| 700 17TH STREET - SUITE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Select Growth | R | MG TRUST CO TRUSTEE | 3,160.773 | 8.88 | % | ||||
| Fund | UNITED COMMUNITY BANK | ||||||||
| 401K PS PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Select Growth | R | RELIANCE TRUST CO | 3,363.365 | 9.45 | % | ||||
| Fund | FBO RELIANCE TRADING CORP | ||||||||
| 401K PO BOX 48529 | |||||||||
| ATLANTA GA 30362-1529 | |||||||||
| Delaware Select Growth | R | RELIANCE TRUSTCO | 4,478.672 | 12.58 | % | ||||
| Fund | FBO FIRST MED IMMEDIATE MED | ||||||||
| 401K PO BOX 48529 | |||||||||
| ATLANTA GA 30362-1529 | |||||||||
| Delaware Select Growth | R | MG TRUST CO | 5,156.870 | 14.49 | % | ||||
| Fund | CUST FBO OMAHA NEON | ||||||||
| SIGN INC | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Select Growth | R | MLPF&S FOR THE SOLE | 12,623.771 | 35.46% | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Small Cap Core | A | MLPF&S FOR THE SOLE | 338,437.179 | 14.04 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Small Cap Core | C | MLPF&S FOR THE SOLE | 312,373.501 | 31.76 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Small Cap Core | I | HOD CARRIERS LOCAL #270 | 203,292.627 | 6.03 | % | ||||
| Fund | PENSION TRUST FUND | ||||||||
| 633 BATTERY ST FL 2 | |||||||||
| SAN FRANCISCO CA 94111-1815 | |||||||||
P-27
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Small Cap Core | I | WACHOVIA BANK | 214,397.419 | 6.36 | % | ||||
| Fund | FBO VARIOUS | ||||||||
| RETIREMENT PLANS | |||||||||
| 1525 WEST WT HARRIS BLVD | |||||||||
| CHARLOTTE NC 28288-0001 | |||||||||
| Delaware Small Cap Core | I | UNION BANK TR NOMINEE | 432,234.293 | 12.82 | % | ||||
| Fund | FBO CITRUS AVOCADO PENSION | ||||||||
| FUND | |||||||||
| TAFT HARTLEY RET PLAN | |||||||||
| PO BOX 85484 | |||||||||
| SAN DIEGO CA 92186-5484 | |||||||||
| Delaware Small Cap Core | I | LINCOLN NATIONAL LIFE | 505,204.886 | 14.98 | % | ||||
| Fund | INS COMPANY | ||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware Small Cap Core | I | UBATCO & CO | 1,176,793.386 | 34.89 | % | ||||
| Fund | FBO COLLEGE SAVINGS GROUP | ||||||||
| PO BOX 82535 | |||||||||
| LINCOLN NE 68501-2535 | |||||||||
| Delaware Small Cap Core | R | GPC AGENT FOR | 26,326.572 | 5.89 | % | ||||
| Fund | RELIANCE TRUST CO | ||||||||
| FBO DAVID K & ELLENM SCHMITZ | |||||||||
| 401K PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Small Cap Core | R | FRONTIER TRUST CO | 40,949.210 | 9.17 | % | ||||
| Fund | FBO NAGEL PRECISION INC | ||||||||
| PS 401K PLAN | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware Small Cap Core | R | ING | 45,452.151 | 10.17 | % | ||||
| Fund | ENHANCED K-CHOICE | ||||||||
| TRUSTEE: RELIANCE TRUST CO | |||||||||
| 400 ATRIUM DRIVE | |||||||||
| SOMERSET NJ 08873 | |||||||||
| Delaware Small Cap Core | R | LINCOLN NATIONAL LIFE | 61,155.360 | 13.69 | % | ||||
| Fund | INS COMPANY | ||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware Small Cap Core | R | STATE STREET BANK & | 68,001.652 | 15.22 | % | ||||
| Fund | TRUST CO | ||||||||
| FBO VARIOUS SYMETRA | |||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 12770 | |||||||||
| OVERLAND PARK KS 66282-2770 | |||||||||
P-28
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Small Cap | A | FRONTIER TRUST CO | 54,439.229 | 7.14 | % | ||||
| Growth Fund | FBO VALERUS | ||||||||
| 401K SAVS PLAN | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware Small Cap | A | MLPF&S FOR THE SOLE | 54,638.434 | 7.17 | % | ||||
| Growth Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Small Cap | B | FIRST CLEARING LLC | 9,336.495 | 5.03 | % | ||||
| Growth Fund | LAUREN M NISWENDER IRA | ||||||||
| FCC AS CUSTODIAN | |||||||||
| 6615 STEINBECK CT | |||||||||
| N RIDGEVILLE OH 44039-3363 | |||||||||
| Delaware Small Cap | C | MLPF&S FOR THE SOLE | 120,379.051 | 24.94 | % | ||||
| Growth Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Small Cap | I | DMTC C/F THE ROLLOVER IRA OF | 65.445 | 94.12 | % | ||||
| Growth Fund | PATRICIA POLONY | ||||||||
| WHITEHALL PA 18052 | |||||||||
| Delaware Small Cap | R | GPC AS AGENT FOR | 6,795.422 | 5.47 | % | ||||
| Growth Fund | RELIANCE TRUST COMPANY | ||||||||
| FBO OB-GYNE OF LAKE FOREST | |||||||||
| EES PS & SAV T | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Small Cap | R | RELIANCE TRUST CO | 8,995.554 | 7.24 | % | ||||
| Growth Fund | CUST FBO DRESILKER ELECTRIC | ||||||||
| MOTORS | |||||||||
| PO BOX 48529 | |||||||||
| ATLANTA GA 30362-1529 | |||||||||
| Delaware Small Cap | R | GPC SECURITIES INC AGENT FOR | 9,924.912 | 7.99 | % | ||||
| Growth Fund | RELIANCE TRUST CO | ||||||||
| FBO GILSANZ MURRAY & STEFICEK | |||||||||
| 401K PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Small Cap | R | MLPF&S FOR THE SOLE | 10,216.590 | 8.23 | % | ||||
| Growth Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
P-29
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Small Cap | R | FRONTIER TRUST CO | 11,413.575 | 9.19 | % | ||||
| Growth Fund | FBO SBWV ARCHITECTS INC 401K | ||||||||
| PLAN | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware Small Cap | R | RON BECKER | 16,519.338 | 13.30 | % | ||||
| Growth Fund | FBO ALL SEASONS | ||||||||
| MARKETING INC | |||||||||
| 401K PSP & TRUST | |||||||||
| 10001 W ROOSEVELT RD STE 308 | |||||||||
| WESTCHESTER IL 60154-2662 | |||||||||
| Delaware Small Cap | A | MLPF&S FOR THE SOLE | 546,365.178 | 6.04 | % | ||||
| Value Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Small Cap | C | CITIGROUP GLOBAL | 163,385.511 | 8.38 | % | ||||
| Value Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Small Cap | C | MLPF&S FOR THE SOLE | 502,256.118 | 25.77 | % | ||||
| Value Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Small Cap | I | NFS LLC | 34,727.072 | 7.54 | % | ||||
| Value Fund | FEBO RELIANCE TRUST TTEE | ||||||||
| PHILADELPHIA GAS WORKS | |||||||||
| DEFERRED COMP PL | |||||||||
| 800 W MONTGOMERY AVE | |||||||||
| PHILADELPHIA PA 19122 | |||||||||
| Delaware Small Cap | I | NY LIFE TRUST COMPANY | 143,381.142 | 31.15 | % | ||||
| Value Fund | 169 LACKAWANNA AVE | ||||||||
| PARSIPPANY NJ 07054-1007 | |||||||||
| Delaware Small Cap | I | RS DMC EMPLOYEE MPP PLAN | 210,578.743 | 45.75 | % | ||||
| Value Fund | DELAWARE MANAGEMENT CO | ||||||||
| EMPLOYEE MONEY PURCHASE | |||||||||
| PENSION | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
P-30
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Small Cap | R | MLPF&S FOR THE SOLE | 216,746.044 | 34.94% | |||||
| Value Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | A | MLPF&S FOR THE SOLE | 582,846.383 | 5.73% | |||||
| Arizona Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | B | MLPF&S FOR THE SOLE | 76,735.280 | 12.83% | |||||
| Arizona Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 179,853.329 | 27.78% | |||||
| Arizona Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | A | MLPF&S FOR THE SOLE | 656,398.363 | 11.06% | |||||
| California Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | A | CITIGROUP GLOBAL | 824,212.722 | 13.89% | |||||
| California Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free | B | WELLS FARGO INVSTMNTS LLC | 25,886.056 | 5.48% | |||||
| California Fund | 625 MARQUETTE AVE FL 13 | ||||||||
| MINNEAPOLIS MN 55402 | |||||||||
| Delaware Tax-Free | B | RBC CAPITAL MARKETS CORP | 33,421.165 | 7.08% | |||||
| California Fund | FBO BEVERLY | ||||||||
| FISCHGRUND TTEE | |||||||||
| FISCHGRUND TRUST | |||||||||
| 1025 N CRESCENT DR | |||||||||
| BEVERLY HILLS CA 90210 | |||||||||
| Delaware Tax-Free | B | WELLS FARGO INVSTMNTS LLC | 45,388.933 | 9.62% | |||||
| California Fund | 608 2ND AVE S FL 8 | ||||||||
| MINNEAPOLIS MN 55402 | |||||||||
P-31
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Tax-Free | B | CITIGROUP GLOBAL | 83,964.999 | 17.79 | % | ||||
| California Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free | C | CHARLES SCHWAB & CO INC | 95,960.272 | 7.50 | % | ||||
| California Fund | SPECIAL CUSTODY ACCT | ||||||||
| FBO CUSTOMERS | |||||||||
| ATTN MUTUAL FUNDS | |||||||||
| 101 MONTGOMERY ST | |||||||||
| SAN FRANCISCO CA 94104-4151 | |||||||||
| Delaware Tax-Free | C | CITIGROUP GLOBAL | 121,714.838 | 9.51 | % | ||||
| California Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 379,533.779 | 29.67 | % | ||||
| California Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | B | MS&CO | 14,444.904 | 5.24 | % | ||||
| Colorado Fund | FBO PATRICK C ALLEN | ||||||||
| 2468 LOGAN DR | |||||||||
| LOVELAND CO 80538 | |||||||||
| Delaware Tax-Free | B | MLPF&S FOR THE SOLE | 20,466.733 | 7.43 | % | ||||
| Colorado Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | B | ESTELLE R GOLDSTEIN TTEE OF | 23,508.305 | 8.54 | % | ||||
| Colorado Fund | THE GOLDSTEIN | ||||||||
| FAMILY TRUST A | |||||||||
| 3260 NORTH 12TH STREET | |||||||||
| GRAND JUNCTION CO 81506 | |||||||||
| Delaware Tax-Free | B | NFS LLC | 27,004.545 | 9.80 | % | ||||
| Colorado Fund | FEBO FORREST & ANNETTE MEYER | ||||||||
| REVOC | |||||||||
| EDWARD R MEYER | |||||||||
| 6250 S IOLA CT | |||||||||
| ENGLEWOOD CO 80111 | |||||||||
P-32
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | |||||
| Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 175,947.437 | 16.93 | % | ||||
| Colorado Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free Idaho | A | UBS FINANCIAL SERVICES INC. | 371,884.662 | 5.16 | % | ||||
| Fund | FBO GROSS FAMILY | ||||||||
| LIMITED PARTNERSHIP | |||||||||
| 2455 E WOODSTONE DR | |||||||||
| HAYDEN ID 83835 | |||||||||
| Delaware Tax-Free Idaho | A | MLPF&S FOR THE SOLE | 377,329.797 | 5.24 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free Idaho | B | WELLS FARGO INVSTMNTS LLC | 15,808.100 | 5.40 | % | ||||
| Fund | 608 2ND AVE S FL 8 | ||||||||
| MINNEAPOLIS MN 55402 | |||||||||
| Delaware Tax-Free Idaho | C | MLPF&S FOR THE SOLE | 130,152.903 | 9.48 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | B | MLPF&S FOR THE SOLE | 81,972.288 | 10.36 | % | ||||
| Minnesota Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 283,401.592 | 10.48 | % | ||||
| Minnesota Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | B | U S BANCORP INVSTMNTS INC | 2,230.909 | 7.66 | % | ||||
| Minnesota Intermediate | 60 LIVINGSTON AVE | ||||||||
| Fund | SAINT PAUL MN 55107 | ||||||||
| Delaware Tax-Free | B | IRENE EILBERT REV TR | 4,361.373 | 14.97 | % | ||||
| Minnesota Intermediate | NORTH MANKATO MN 56003 | ||||||||
| Fund | |||||||||
| Delaware Tax-Free | B | U S BANCORP INVSTMNTS INC | 4,970.089 | 17.05 | % | ||||
| Minnesota Intermediate | 60 LIVINGSTON AVE | ||||||||
| Fund | SAINT PAUL MN 55107 | ||||||||
| Delaware Tax-Free | B | U S BANCORP INVSTMNTS INC | 11,116.519 | 38.15 | % | ||||
| Minnesota Intermediate | 60 LIVINGSTON AVE | ||||||||
| Fund | SAINT PAUL MN 55107 | ||||||||
P-33
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Tax-Free | A | BARBARA GOODFRIEND | 1,180,225.060 | 9.39 | % | ||||
| Money Fund | AND ELLIOTT GOODFRIEND | ||||||||
| VOORHEES NJ 08043 | |||||||||
| Delaware Tax-Free | CC | NANCY RHOADES | 29,488.200 | 5.40 | % | ||||
| Money Fund | ATLANTA GA 30309 | ||||||||
| Delaware Tax-Free | CC | GREGORY OBRIEN | 49,876.580 | 9.14 | % | ||||
| Money Fund | AND SHARON OBRIEN | ||||||||
| MEDIA PA 19063 | |||||||||
| Delaware Tax-Free | CC | GARY A THOMAS | 83,399.070 | 15.28 | % | ||||
| Money Fund | CAMP HILL PA 17011 | ||||||||
| Delaware Tax-Free | CC | EDWARD J NOLAN AND | 199,164.920 | 36.50 | % | ||||
| Money Fund | GERTRUDE J NOLAN JT WROS | ||||||||
| GLENSIDE PA 19038 | |||||||||
| Delaware Tax-Free New | A | MLPF&S FOR THE SOLE | 172,397.464 | 8.30 | % | ||||
| York Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free New | A | ROBERTA B WENDEL | 191,883.491 | 9.24 | % | ||||
| York Fund | ITHACA NY 14850 | ||||||||
| Delaware Tax-Free New | B | FIRST CLEARING, LLC | 6,231.980 | 6.23 | % | ||||
| York Fund | BRYNA COOK SERRAO & | ||||||||
| JOSEPH SERRAO JT TEN | |||||||||
| 450 CLINTON ST | |||||||||
| BROOKLYN NY 11231 | |||||||||
| Delaware Tax-Free New | B | CHARLES SCHWAB & CO INC | 7,216.165 | 7.21 | % | ||||
| York Fund | SPECIAL CUSTODY ACCT | ||||||||
| FBO CUSTOMERS | |||||||||
| ATTN MUTUAL FUNDS | |||||||||
| 101 MONTGOMERY ST | |||||||||
| SAN FRANCISCO CA 94104-4151 | |||||||||
| Delaware Tax-Free New | B | MS&CO | 8,264.442 | 8.26 | % | ||||
| York Fund | FBO PETER M HOROWITZ | ||||||||
| 376 PRESIDENT ST | |||||||||
| BROOKLYN NY 11231 | |||||||||
| Delaware Tax-Free New | B | ALLISON DESALVO | 9,376.457 | 9.37 | % | ||||
| York Fund | SMITHTOWN NY 11787 | ||||||||
| Delaware Tax-Free New | B | EDWARD H NELSON | 10,774.465 | 10.76 | % | ||||
| York Fund | STATEN ISLAND NY 10312 | ||||||||
| Delaware Tax-Free New | B | NFS LLC | 16,460.973 | 16.45 | % | ||||
| York Fund | FEBO PAT PASSLOF | ||||||||
| 80 FORSYTH ST | |||||||||
| NEW YORK NY 10002 | |||||||||
P-34
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Tax-Free New | B | MLPF&S FOR THE SOLE | 21,969.776 | 21.95 | % | ||||
| York Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free New | C | NFS LLC | 67,552.600 | 14.37 | % | ||||
| York Fund | FEBO BANK OF AMERICA NA | ||||||||
| IM JANE STEIN | |||||||||
| PO BOX 831575 | |||||||||
| DALLAS TX 75283-1575 | |||||||||
| Delaware Tax-Free New | C | MLPF&S FOR THE SOLE | 265,829.154 | 56.55 | % | ||||
| York Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | A | MLPF&S FOR THE SOLE | 3,535,263.144 | 5.59 | % | ||||
| Pennsylvania Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free | A | CITIGROUP GLOBAL | 3,786,672.511 | 5.99 | % | ||||
| Pennsylvania Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free | B | CITIGROUP GLOBAL | 51,148.441 | 7.45 | % | ||||
| Pennsylvania Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free | C | DAVID N ARMS AND | 86,377.509 | 5.25 | % | ||||
| Pennsylvania Fund | JANET E ARMS JT WROS | ||||||||
| PERKIOMENVLLE PA 18074 | |||||||||
| Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 164,296.944 | 9.99 | % | ||||
| Pennsylvania Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free USA | A | CITIGROUP GLOBAL | 3,183,822.607 | 6.45 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
P-35
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Tax-Free USA | B | CITIGROUP GLOBAL | 60,119.978 | 7.93 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free USA | B | MLPF&S FOR THE SOLE | 104,465.691 | 13.79 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free USA | C | CITIGROUP GLOBAL | 104,007.241 | 5.68 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free USA | C | MLPF&S FOR THE SOLE | 656,711.145 | 35.84 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free USA | I | DMH CORP | 102.392 | 98.28 | % | ||||
| Fund | ATTN RICK SALUS | ||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware Tax-Free USA | A | MLPF&S FOR THE SOLE | 8,580,822.267 | 22.28 | % | ||||
| Intermediate Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free USA | B | CARMEN S OEFINGER | 3,994.781 | 5.23 | % | ||||
| Intermediate Fund | THE VILLAGES FL 32162 | ||||||||
| Delaware Tax-Free USA | B | RICHARD J POSTHAUER | 4,819.433 | 6.31 | % | ||||
| Intermediate Fund | ELEANOR P POSTHAUER | ||||||||
| BABYLON NY 11702 | |||||||||
| Delaware Tax-Free USA | B | CITIGROUP GLOBAL | 14,855.685 | 19.45 | % | ||||
| Intermediate Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free USA | B | MLPF&S FOR THE SOLE | 16,985.453 | 22.24 | % | ||||
| Intermediate Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
P-36
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Tax-Free USA | C | CITIGROUP GLOBAL | 332,432.239 | 9.95 | % | ||||
| Intermediate Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Tax-Free USA | C | MLPF&S FOR THE SOLE | 1,253,729.520 | 37.54 | % | ||||
| Intermediate Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Tax-Free USA | I | DMH CORP | 94.476 | 98.18 | % | ||||
| Intermediate Fund | ATTN RICK SALUS | ||||||||
| 2005 MARKET ST FL 9 | |||||||||
| PHILADELPHIA PA 19103-7007 | |||||||||
| Delaware Trend®Fund | A | MLPF&S FOR THE SOLE | 1,803,920.632 | 7.80 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Trend Fund | B | MLPF&S FOR THE SOLE | 214,663.705 | 11.69 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Trend Fund | C | CITIGROUP GLOBAL | 169,468.197 | 5.08 | % | ||||
| MARKETS, INC. | |||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Trend Fund | C | MLPF&S FOR THE SOLE | 914,183.401 | 27.41 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Trend Fund | I | RS DMC EMPLOYEE MPP PLAN | 311,233.476 | 17.67 | % | ||||
| DELAWARE MANAGEMENT CO | |||||||||
| EMPLOYEE MONEY PURCHASE | |||||||||
| PENSION | |||||||||
| C/O RICK SEIDEL | |||||||||
| 2005 MARKET ST | |||||||||
| PHILADELPHIA PA 19103-7042 | |||||||||
P-37
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Trend® Fund | I | MLPF&S FOR THE SOLE | 514,839.061 | 29.24 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Trend Fund | I | NFS LLC FEBO FIIOC AGENT FBO | 991,776.021 | 56.32 | % | ||||
| QUALIFIED EMPLOYEE | |||||||||
| PLANS 401K FINOPS-IC FUNDS | |||||||||
| 100 MAGELLAN WAY #KW1C | |||||||||
| COVINGTON KY 41015-1987 | |||||||||
| Delaware Trend Fund | R | GPC SECURITIES INC AGENT FOR | 11,100.466 | 5.74 | % | ||||
| RELIANCE TRUST CO | |||||||||
| FBO TRANSITION PARTNERS 401K | |||||||||
| PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Trend Fund | R | MLPF&S FOR THE SOLE | 129,970.646 | 67.22 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware U.S. Growth | A | PRUDENTIAL INVESTMENT MGMT | 3,875,753.446 | 32.17 | % | ||||
| Fund | SVC | ||||||||
| FBO MUTUAL FUND CLIENTS | |||||||||
| MAIL STOP NJ 05-11-20 | |||||||||
| 3 GATEWAY CTR FL 11 | |||||||||
| 100 MULBERRY ST | |||||||||
| NEWARK NJ 07102-4000 | |||||||||
| Delaware U.S. Growth | B | CITIGROUP GLOBAL | 63,383.338 | 9.73 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware U.S. Growth | C | CITIGROUP GLOBAL | 105,861.260 | 8.03 | % | ||||
| Fund | MARKETS, INC. | ||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware U.S. Growth | C | MLPF&S FOR THE SOLE | 170,818.354 | 12.96 | % | ||||
| Fund | BENEFIT OF ITS CUSTOMERS | ||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
P-38
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware U.S. Growth | I | FIRST CLEARING LLC | 2,140,117.213 | 5.25 | % | ||||
| Fund | O’MELVENY & MYERS LLP | ||||||||
| RET COMM TTEE DB PLAN | |||||||||
| 400 SOUTH HOPE STREET | |||||||||
| LOS ANGELES CA 90071 | |||||||||
| Delaware U.S. Growth | I | C/O M&I TRUST CO NA | 4,384,349.676 | 10.76 | % | ||||
| Fund | ATTN MF VALLEE & CO | ||||||||
| FBO VA | |||||||||
| 11270 W PARK PL STE 400 | |||||||||
| MILWAUKEE WI 53224-3638 | |||||||||
| Delaware U.S. Growth | I | PRUDENTIAL INVESTMENT MGMT | 11,270,617.295 | 27.67 | % | ||||
| Fund | SVC | ||||||||
| FBO MUTUAL FUND CLIENTS | |||||||||
| MAIL STOP NJ 05-11-20 | |||||||||
| 3 GATEWAY CTR FL 11 | |||||||||
| 100 MULBERRY ST | |||||||||
| NEWARK NJ 07102 | |||||||||
| Delaware U.S. Growth | R | ING | 19,691.074 | 6.26 | % | ||||
| Fund | ENHANCED K-CHOICE | ||||||||
| TRUSTEE: RELIANCE TRUST CO | |||||||||
| 400 ATRIUM DRIVE | |||||||||
| SOMERSET NJ 08873 | |||||||||
| Delaware U.S. Growth | R | FRONTIER TRUST CO | 23,537.445 | 7.49 | % | ||||
| Fund | FBO OMNIBUS-VARIOUS | ||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 10758 | |||||||||
| FARGO ND 58106-0758 | |||||||||
| Delaware U.S. Growth | R | LINCOLN LIFE & ANNUITY | 26,031.073 | 8.28 | % | ||||
| Fund | CO OF NY | ||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware U.S. Growth | R | LINCOLN NATIONAL LIFE | 53,401.884 | 16.98 | % | ||||
| Fund | INS COMPANY | ||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware U.S. Growth | R | STATE STREET BANK & | 134,650.077 | 42.82 | % | ||||
| Fund | TRUST CO | ||||||||
| FBO VARIOUS SYMETRA | |||||||||
| RETIREMENT PLANS | |||||||||
| PO BOX 12770 | |||||||||
| OVERLAND PARK KS 66282-2770 | |||||||||
| Delaware Value®Fund | A | MLPF&S FOR THE SOLE | 1,766,846.486 | 5.21 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
P-39
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Value® Fund | B | CITIGROUP GLOBAL | 23,132.298 | 5.91 | % | ||||
| MARKETS, INC. | |||||||||
| ATTN: PETER BOOTH, 7TH FL | |||||||||
| 333 W 34TH ST | |||||||||
| NEW YORK NY 10001-2402 | |||||||||
| Delaware Value Fund | B | MLPF&S FOR THE SOLE | 128,158.877 | 32.77 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Value Fund | C | MLPF&S FOR THE SOLE | 1,694,544.475 | 58.97 | % | ||||
| BENEFIT OF ITS CUSTOMERS | |||||||||
| ATTENTION: FUND ADMIN | |||||||||
| 4800 DEER LAKE DR E, 2ND FL | |||||||||
| JACKSONVILLE FL 32246-6484 | |||||||||
| Delaware Value Fund | I | PATTERSON & CO | 1,780,688.774 | 23.96 | % | ||||
| OMNIBUS CASH ACCOUNT | |||||||||
| 1525 WEST W T HARRIS BLVD | |||||||||
| CHARLOTTE NC 28288 | |||||||||
| Delaware Value Fund | I | PRUDENTIAL INVESTMENT MGMT | 4,832,329.743 | 65.01 | % | ||||
| SVC | |||||||||
| FBO MUTUAL FUND CLIENTS | |||||||||
| MAIL STOP NJ 05-11-20 | |||||||||
| 3 GATEWAY CTR FL 11 | |||||||||
| 100 MULBERRY ST | |||||||||
| NEWARK NJ 07102 | |||||||||
| Delaware Value Fund | R | GPC AS AGENT FOR | 12,299.524 | 5.85 | % | ||||
| RELIANCE TRUST COMPANY | |||||||||
| FBO WILLIAMS MACHINE & TOOL | |||||||||
| 401(K) PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Value Fund | R | GPC SECURITIES INC AGENT FOR | 12,815.720 | 6.09 | % | ||||
| RELIANCE TRUST CO | |||||||||
| FBO ENGLAND THIMS & MILLER | |||||||||
| INC 401K | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| Delaware Value Fund | R | GPC SECURITIES INC AGENT FOR | 14,146.063 | 6.72 | % | ||||
| RELIANCE TRUST CO | |||||||||
| FBO WEST HILLS DEVELOPMENT | |||||||||
| CO 401K PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
P-40
| Shareholders | |||||||||
| Fund Name | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Value® Fund | R | MG TRUST CO | 14,909.927 | 7.09 | % | ||||
| CUST FBO AZUR | |||||||||
| PHARMA 401K PS PLAN | |||||||||
| 700 17TH ST STE 300 | |||||||||
| DENVER CO 80202-3531 | |||||||||
| Delaware Value Fund | R | LINCOLN NATIONAL LIFE | 41,369.727 | 19.66 | % | ||||
| INS COMPANY | |||||||||
| 1300 S CLINTON ST | |||||||||
| FORT WAYNE IN 46802-3506 | |||||||||
| Delaware Value Fund | R | GPC SECURITIES INC AGENT FOR | 48,619.364 | 23.11 | % | ||||
| RELIANCE TRUST CO | |||||||||
| FBO BLACK STONE ENERGY CO | |||||||||
| 401(K) PLAN | |||||||||
| PO BOX 79377 | |||||||||
| ATLANTA GA 30357-7377 | |||||||||
| 1 | All classes of Delaware Foundation®Equity Fund and Class R shares of Delaware Emerging Markets Fund commenced operations on August 31, 2009 and therefore are not included in the table below. |
P-41
| SCHEDULE A | ||
| Trust | Funds | |
| Delaware Group® Adviser Funds | Delaware Diversified Income Fund | |
| Delaware U.S. Growth Fund | ||
| Delaware | Delaware Cash Reserve Fund | |
| Delaware | Delaware Mid Cap Value Fund | |
| Delaware Group Equity Funds II | Delaware Large Cap Value Fund | |
| Delaware Value®Fund | ||
| Delaware | Delaware American Services Fund | |
| Delaware |
| Delaware Trend®Fund | ||
| Delaware Group Equity | Delaware Global Real Estate Securities Fund | |
| Delaware Growth Opportunities Fund | ||
| Delaware Healthcare 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®Equity Fund | |
| Delaware Aggressive Allocation Portfolio1 | ||
| Delaware Conservative Allocation Portfolio2 | ||
| Delaware Moderate Allocation Portfolio3 | ||
| Delaware Group Global & | Delaware Emerging Markets Fund | |
| International Funds | Delaware Focus Global Growth |
| Delaware Global Value Fund | ||
| Delaware International Value Equity | ||
| Delaware Group Government Fund | Delaware Core Plus Bond Fund | |
| Delaware Inflation Protected Bond Fund |
| Trust | Funds | |
| Delaware Group Income Funds | Delaware Corporate Bond 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 Group Tax-Free Money Fund | Delaware Tax-Free Money Fund | |
| Delaware Pooled®Trust | Delaware REIT Fund | |
| (also known as The Real Estate | ||
| Investment Trust Portfolio) | ||
| Voyageur Insured Funds | Delaware Tax-Free Arizona Fund | |
| Voyageur Intermediate | Delaware Tax-Free Minnesota | |
| Tax Free Funds | Intermediate Fund | |
| Voyageur Mutual Funds | Delaware Minnesota High-Yield Municipal Bond Fund | |
| Delaware National High-Yield Municipal Bond Fund | ||
| Delaware Tax-Free California Fund | ||
| Delaware Tax-Free Idaho Fund | ||
| Delaware Tax-Free New York Fund | ||
| Voyageur Mutual Funds II | Delaware Tax-Free Colorado Fund | |
| Voyageur Mutual Funds III | Delaware Large Cap Core Fund | |
| Delaware Select Growth Fund | ||
| Voyageur Tax Free Funds | Delaware Tax-Free Minnesota Fund |
[Form of Proxy Card]
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
| [Registrant Listed on Schedule A] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES | JOINT SPECIAL MEETING OF SHAREHOLDERS – NOVEMBER 12, 2009 |
The undersigned hereby revokes all previous proxies for his/her shares and appoints Anthony G. Ciavarelli, David F. Connor, Emilia P. Wang, and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, One Commerce Square, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on Thursday, November 12, 2009 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. 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 PROPOSALS DESCRIBED IN Important notice regarding the availability of proxy materials for the shareholder meeting to be held on November 12, 2009: the proxy statement is available at www.delawareinvestments.com/proxy. | |
PLEASE SIGN AND DATE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE
* Please fold and detach card at perforation before mailing *
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED,ON THE PROXY
SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with the views
of management.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
REVERSE SIDE.
| PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 |
| To | |
| 1) | Read the |
| 2) | Go to |
| 3) | Follow the instructions provided on the website. |
| To vote | |
| 1) | Read the |
| 2) | Call1-800-690-6903. |
| 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 |
| 4) | Return the proxy card in the envelope provided. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR | |
| DETACH AND RETURN THIS PORTION ONLY | ||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | ||