PROXY MATERIALS
DELAWARE INVESTMENTS®FAMILY OF FUNDS
Delaware Group®Adviser Funds | |
Delaware Group Cash Reserve
Delaware Group Equity Funds I
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 funds mentionedlisted above (the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21stFloor, Philadelphia, Pennsylvania 19103, on November 12, 2009 at 3:00 p.m., Eastern time. The purpose of the special meetingMeeting is to vote on several important proposals that affect the Trusts and each of their separate series (each, a “Fund” and collectively, the “Funds”) and your investment in one or more of them. The Meeting will be held concurrently with the meetings of shareholders of other funds within the Delaware Investments®Family of Funds. As a shareholder, you have the opportunity to voice your opinion on 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) 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 Boards of Trustees of the Trusts. The Trustees, all 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.
The Trustees recommend that you vote FOR each proposal.
The enclosed 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.
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 websiteWeb 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 Computershare Fund Services, Inc. (“Computershare”), the Fund’sFunds’ proxy solicitor, at 877 520-8548. 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,
/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 shareholder
meeting to be held on November 12, 2009: this proxy statement is available at
www.delawareinvestments.com/proxy.
To the Shareholders of:
Delaware Group®Adviser Funds | |
Delaware Group Cash Reserve
Delaware Group Equity Funds I
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
NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of shareholders of the open-end registered investment companies listed above (each, a “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 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, 21stFloor, Philadelphia, Pennsylvania 19103 on November 12, 2009 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:
| 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 |
| 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 September 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(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. CoynePatrick P. CoyneChairman, President and Chief Executive Officer
| /s/ Patrick P. Coyne |
| Patrick P. Coyne |
| Chairman, President, and Chief Executive Officer |
[September 21],25, 2009
To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card,card(s), sign, it, and return it (them) in the enclosed 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 FUND AND MAY RECEIVE PROXY CARDS AND/OR PROXY MATERIALS FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.
PROXY STATEMENT
TABLE OF CONTENTS
| Page | ||
| PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES | ||
| Introduction to Proposal 1 | 3 | |
| Who are the Trustee Nominees? | 3 | |
| How are | 4 | |
| How | 5 | |
| Who are the | 5 | |
| What are the | 5 | |
| Who are the Trusts’ | 6 | |
| What is the | 8 | |
| PROPOSAL 2: TO APPROVE A NEW INVESTMENT | ||
| ADVISORY AGREEMENT | ||
| Introduction to Proposal 2 | 8 | |
| Description of the Transaction | 9 | |
| Section 15(f) of the 1940 Act | 12 | |
| 12 | ||
| Additional information about DMC | 16 | |
| Board considerations in approving the New Investment | ||
| Advisory Agreements | 17 | |
| Required vote | 28 | |
| VOTING INFORMATION | ||
| How will shareholder voting be handled? | 29 | |
| How do I ensure my vote is accurately recorded? | 29 | |
| May I revoke my proxy? | 30 | |
| What other matters will be voted upon at the Meeting? | 30 | |
| Who is entitled to vote? | 30 | |
| What is the Quorum | 30 | |
| Who will pay the expenses of the Meeting? | 30 | |
| What other solicitations will be made? | 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 | ||
| statement | 32 | |
| How may I communicate with the Boards? | 33 | |
| MORE INFORMATION ABOUT THE FUNDS | 33 | |
| PRINCIPAL HOLDERS OF SHARES | ||
| APPENDIX A | ||
| PROXY STATEMENT | A-1 | |
| APPENDIX B | B-1 | |
| APPENDIX C | ||
| 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 | G-1 | |
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| APPENDIX H | H-1 | |
| APPENDIX I — FORM OF NEW INVESTMENT ADVISORY | ||
| I-1 | ||
| APPENDIX J — CURRENT INVESTMENT ADVISORY | ||
| J-1 | ||
| APPENDIX K | ||
| AFFILIATES | K-1 | |
| APPENDIX L | L-1 | |
| APPENDIX M — TRUSTEES AND OFFICERS OF DMC | ||
| APPENDIX | ||
| OUTSTANDING AS OF JULY 31, 2009 | ||
| N-1 | ||
| APPENDIX O — 1% SHARE OWNERSHIP | O-1 | |
| APPENDIX P — 5% SHARE OWNERSHIP |
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DELAWARE INVESTMENTS®FAMILY OF FUNDS
JOINT PROXY STATEMENT
Dated September 25, 2009
Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds I
Delaware Group Equity Funds II
Delaware Group Equity Funds III
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Foundation Funds[21]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, 2009Voyageur 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 at www. delawareinvestments.com.www.delawareinvestments.com/proxy.
This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a Joint Special Meetingjoint special meeting of Shareholdersshareholders (the “Meeting”) of the registered open-end management investment companies listed above (each, a “Trust” and collectively, the “Trusts”), along with other fundsregistered investment companies in the Delaware Investments Family of Funds, each of which is issuing proxy solicitation materials. Each of the separate funds within a Trust is referred to as a “Fund” and 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.” The Meeting was called by the Boards of Trustees of the Trusts (each, a “Board” and collectively, the “Boards”) to vote on the following proposals (the “Proposals”), each of which is described more fully below:
| Proposal | Who votes on the | |||
| 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, Pennsylvania 19103. You can reach the offices of the Trusts by telephone by calling (800)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.
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The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21stFloor, Philadelphia, Pennsylvania 19103, on November 12, 2009 at 3:00 p.m., Eastern time. Only Fund shareholders will be admitted to the Meeting. The Boards, on behalf of each Fund, are soliciting these proxies. This Proxy Statement willis first bebeing sent to shareholders on or about September [21],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 Funds.
Each Fund’sFund’s annual report to shareholders is sent to shareholders of record following the Fund’sFund’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. 7th7th 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.
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Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary. Each Fund will promptly send a separate copy of such documents to any shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and phone number set forth above.
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
Introduction to Proposal 1
In Proposal 1, shareholders of each Trust are being asked to elect nine Trusteestrustees (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 the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager,adviser, the distributor, and others who perform services for the Trust. Each Trust has a BoardAll of the Trusts have Boards comprised of the same Trustees,trustees, and each Trust isall of the Trusts are served by the same Officers.officers.
Who are the Trustee Nominees?
The Trusteestrustees 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 Nominees standing for election are currently members of the Boards. The nine Trustee Nominees are Thomas L. Bennett, 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.
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Each Board is comprised of the same nine Board members, eight of whom are not “interested persons” of the Trusts, as that term is defined in the 1940 Act (together, the “Independent Trustees”). Only Mr. Coyne is deemed to be an “Interested Trustee” of the Trusts, because he is an executive officer of the Funds’ investment adviser. Appendix B includescontains a list of the TrusteesTrustee 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 elected and qualified, or until his or her earlier death, resignation, or removal. Each Trustee Nominee currently is available and has consented to serve if elected. If any of the Trustee Nominees should become unavailable before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated as Trustees. Ann R.Ms. Leven serves as
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Coordinating Trustee for each Trust. Although Mr. Coyne, the Chairman, President, and CEOChief Executive Officer of the Funds’ investment adviser,Trusts, currently serves as a Trustee, he is standing for election by Fund shareholders for the first time. Mr. Coyne was appointed toas a Trustee by the Boards in 2006, and washaving been recommended for appointment to the Boards by the Nominating and Corporate Governance Committee, which consists solely of Independent Trustees.
How are Nomineesnominees for Trustee Selected?selected?
Each Board’s Nominating and Corporate Governance Committee recommends Board members, fills vacancies, and considers the qualifications of prospective Board members. The committee also monitors the performance of counsel for the Independent Trustees. The committee will consider shareholder recommendations for Trustee nominations only in the event that there is a vacancy on a Board. Shareholders who wish to submit recommendations for nominations to fill a vacancy on a Board must submit their recommendations in writing to the Nominating and Corporate Governance Committee, c/o Delaware Investments®Funds at 2005 Market Street, Philadelphia, Pennsylvania 19103-7094. Shareholders should include appropriate information on the background and qualifications of any personscandidate recommended (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to a Board will be kept on file for consideration when there is a vacancy on the Board. The committee consists of John A. Fry, Chairman; Anthony D. Knerr; Lucinda S. Landreth; and Ann R. Leven (ex officio), all of whom are Independent Trustees. Each Trust’sBoard’s Nominating and Corporate Governance Committee held five meetings during 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 DC to this Proxy Statement.
The Nominating and Corporate Governance CommitteeCommittees met on September 3, 2009, to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and their independence from the Funds’ investment adviser and otherits affiliates and principalother Fund service providers, as well as such other information as the CommitteeCommittees deemed relevant to their considerations. The Nominating and Corporate Governance CommitteeCommittees 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.
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How Often Dooften do the Boards Meetmeet and What Arehow are the Trustees Paid?compensated?
Each Board is responsible for establishing its Trust’s policies and for overseeing the management of the Trust. The Boards held six meetings during the 12-month period ended June 30, 2009. Each Trustee Nominee attended at least 75% of the aggregate total number of meetings of the Boards held during each Trust’s last fiscal year, and attended at least 75% of the total number of meetings held during that year by all committees of the Boards on which he or she served. The Trusts do not have a formal policy regarding Trustee attendance at shareholders’ meetings but they encourage Trustees to do so.attend. The Trusts do not hold annual meetings at which Trustees are elected.
None of theNo Independent TrusteesTrustee owns, beneficially or of record, securities issued by any investment adviser or principal underwriter of any of the Funds, or a person directly or indirectly controlling, controlled by, or under common control with any of the foregoing. The table in Appendix ED shows the dollar range of shares of the Fundseach Fund and the aggregate dollar range of shares of the Delaware Investments® Family of Funds that arewere 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 FE shows the amount of compensation that each Independent Trustee received from each Trust during the 12-month period ended June 30, 2009 and the aggregate amount of compensation that each Independent Trustee received from the Delaware Investments Family of Funds during that period. In addition, the Independent Trustees received separate compensation formfrom the Trusts for the meetings held in connection with their review of the transaction described under Proposal 2 below.
Who are the Principal Officersprincipal officers of the Trust?Trusts?
Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board. Appendix CF to this Proxy Statement identifies the principal officers of the Trusts, and provides the officers’ names, birth dates, addresses, positionscertain background and length of service with the Trusts, and principal occupations during the past five years.related information.
What are the Standing Committeesstanding committees of the Board?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. ItThe Audit Committee also oversees the quality and objectivity of a Trust’s financial statements and the independent audit thereof, and acts as a liaison between the Trust’sTrusts’ independent registered public accounting firm and the full Board.Boards. Each Trust’s Audit Committee
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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.
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Nominating and Corporate Governance Committee.Information on the Nominating and Corporate Governance Committee is provided above under “How are Nomineesnominees for Trustee Selected?selected?”
Independent Trustees CommitteeCommittee.. This committee develops and recommends to the 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 what actionactions 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?independent auditors?
Selection of AuditorsAuditors.. For each Trust, the Audit Committee and the Board have selected the firm 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 be available to answer any questions ortelephonically if otherwise necessary.
Audit FeesFees.. Appendix G shows for each Trust 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 for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.
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Audit-Related Fees.No Trust was billed during its last two fiscal years for assurance and related services rendered by E&Y that were reasonably related to the audit or review of the Trust’s financial statements but where such services were not reported under “Audit Fees” above. Appendix G shows for the last two fiscal years of each Trust the aggregate audit-related fees billed by E&Y for providing such services to the Funds’ investment adviser or other service providers that are under common control with the Funds’ investment adviser. These audit-related services includedconsisted of the issuance of reports concerning the Funds’ transfer agent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities Exchange Act of 1934, as amended.
Tax FeesFees.. Appendix G also shows for each Trust the aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y to the Trust for tax compliance, tax advice, and tax planning. E&Y did not during any Trust’s last two fiscal years provide any such
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services to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser. TheThese tax-related services provided to the Trusts includedconsisted of the review of income tax returns and annual excise distribution calculations and, for certain of the Trusts, tax compliance services with respect to investments in foreign securities. E&Y did not during any Trust’s last two fiscal years provide any such services to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser.
Aggregate Non-Audit FeesFees.. 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 rendered to the 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 the Trust, is compatible with maintaining the independence of E&Y. The Audit Committee has determined that 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 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 toby 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 ProceduresProcedures.. 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 minimisexceptions set forth in Rule 2-01(c)(7)(1)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.
What is the Required Voterequired vote to Electelect Trustees?
Provided that “Quorum”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.
8THE 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 agreementNew 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 general 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 includedpresented in Appendix I. The date of each Fund’s Current Investment Advisory Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board 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, which is defined and discussed below.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
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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. WhileAlthough 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 hereinafter defined)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-ownedwholly 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 various affiliatessubsidiaries are sometimes referred to hereincollectively as “Delaware Investments.”
Macquarie Group Limited and its various subsidiaries (including Macquarie Bank Limited) are referred to hereincollectively as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited (or a permitted assignee) to pay LNCLNIC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, such amount subject to certain specified closing adjustments
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at and after the Closing. As noted above, the Closing is currently expected to take place on or about December 31, 2009. The Closing is subject to the satisfaction or waiver of customary closing conditions, including (i) annualized advisory fees payable to DMCDelaware 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 75%a minimum percentage of annualized advisory fees payable to DMCDelaware 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 aan indirect subsidiary of
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DMHI. Delaware Investments is the marketing name forDMC, DMBT, and DMHI and its subsidiaries. DMC isare located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Delaware Investments has been managing mutual funds since 1938. As of June 30, 2009, DMC and its affiliatesDelaware 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, formed in 1992, is a holding company that, through its subsidiaries and affiliates, provides investment advisory, asset management, administrative, broker-dealer,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 aan 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.
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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.
It Moreover, it is currently anticipated that following the closing of the Transaction,Closing, DMHI, DMC, DDLP, and DSC, will continue to operate, 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, andincluding DMHI and their affiliatesits 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’sDelaware 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 meetingsmeeting held on September 3, 2009, and for the reasons discussed below (seeunder “Board Considerationsconsiderations in Approvingapproving the New Investment Advisory Agreements” below), each Board,Agreements,” the Boards, including a majority of itseach 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
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to be in the best interests of the Fund and its shareholders, including entering into ana temporary, interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act.Act pending further solicitation of shareholder approval.
11Section 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 includes acontains the form of the New Investment Advisory Agreement. A discussionThe following is a comparison of the basis for a Board’s approvalcertain provisions of each Fund’s Current Investment Advisory Agreement is available in the Fund’s most recent annual or semi-annual report to shareholders. Appendix J provides information on the Current Investment Advisory Agreements, including their dates, date of last shareholder approval, the reason for the most recent submission to shareholders, and the rates the Funds pay for fund administrative services. 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 fee 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. DMC provides investment advisory services to certain other funds that have investment objectives and policies similar to those of the Funds. Appendix K lists such other mutual funds advised by DMC, the net assets of those funds, and the management fee schedule pursuant to which DMC received advisory fees from those funds during the fiscal years ended on the dates noted.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 fee waiversexpense 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 waiverslimitations 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 corresponding 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 Fund,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
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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 isare 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 that are 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.”
Directors, Trustees, officers, and employees of DMC may be Trustees and officers of the Trusts, but directors,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 facilities common to each Fund,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 terminatecontinue in effect for an initial period of two years from the date of implementation, and will continue in effect from year to year ifmay be renewed thereafter provided that its continuancerenewal 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 of
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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, although the initial dates of the Agreements differ.continuance. The initial two yeartwo-year period has elapsed for most of the Current Investment Advisory Agreements. Each of the Current Investment Advisory Agreements, waswhich were most recently approved by eachthe 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 called for the purpose of voting on the approval 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 by the Fund 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 withto 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 Informationinformation about DMC
Appendix LM 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. The followingMr. Coyne, a Trustee Nominee and executive officer of the Trusts, and certain other executive officers of the Trusts, may receivebe deemed to have a portion of the consideration described above as a result of the accelerated vesting ofsubstantial interest in this Proposal 2 arising from equity interests (the “Equity Interests”) they hold in Delaware
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Investments U.S., Inc. (“DIUS”), a subsidiary of DMHI and indirect parent of DMC, brought aboutDMC. 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: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 ____%; Brian L. Murray, Jr. ____%0.29%; David P. O’Connor ____%0.17%; and Richard Salus ____%. ____%0.01%. See Appendix LM 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 of the Transaction.Closing. The holders of the Equity Interests will only obtain a portion of the purchase consideration described above if they put their vested Equity Interests back to DIUS or their Equity Interests isare 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 Considerationsconsiderations in Approvingapproving 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”“FOR” approval of each New Investment Advisory Agreement.
Prior to their approvalconsideration of the New Investment Advisory Agreement between each Fund and DMC,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, meetings in person or by telephone were held between management of DMC and certain Independent Trustees met in person or by telephone on fourseveral other occasions during the months preceding the Board’sBoards’ in-person meeting.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 suchthe New Investment Advisory Agreements.
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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.
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In connection with the Trustees’ review of the New Investment Advisory Agreements, DMC and/or Macquarie Group emphasized that:
Macquarie Group and DMC have assured the TrusteesThey expected that there will be no
adversechangesadverse changes as a result of the Transaction in the nature, quality, or extent of services currently provided to the Fundsandtheirand their shareholders, including investment management, distribution, or other shareholderservices.
services;No material changes in personnel or operations are currently contemplated in the operation
ofDMCof DMC under Macquarie Group as a result of the Transaction and no material changesarecurrentlyare currently contemplated in connection with third party service providers to theFunds.
Funds;Macquarie Group has no present intention to cause DMC to alter the voluntary
expensewaiversexpense limitations and reimbursements currently in effect for theFundsFunds; andtherefore, the advisoryand administrative fees would not increase by virtue of the Transaction or the NewAdvisory Agreements.Under the Transaction Agreement, Macquarie
Funds to the extent within its control, including maintaining Board composition of at least 75% of the Board membersqualifying as Independent Trustees and not imposing any “unfair burden” on theGroupBank Limited has agreed to conduct, andusereasonable best effortsto cause its affiliates to conduct, their respective businessesincompliancein compliance with the conditions of Section 15(f) of the 1940 Act with respect to theFundsforFunds 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 theits respective New Investment Advisory Agreements,Agreement, including the proposed advisory feefees and
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the related administration arrangements between the FundsFund 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
MacquarieGroup’sMacquarie Group’s existing distributionchannels as well as the strengthening of DelawareInvestments’ distribution capabilities through thechannels;Delaware Investments’ acquisition of an exclusive
wholesalingsaleswholesaling sales force fromLNC.
a subsidiary of LNC;The reputation, financial strength, and resources of Macquarie Group as well as
itshistoricits historic and ongoing commitment to the asset management business in Australiaas wellasand other parts of theworld.
world;The terms and conditions of the New Investment Advisory Agreements, including
Agreements” above)thateachthat each Fund’stotal fees will not increase as a result ofcontractual fee rate under the New InvestmentAdvisoryAgreements, but ratherAdvisory Agreements will remain thesame. (Seesame (see “The New Investment Advisory.;
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At itsThe Boards’ full annual review (or initial approval) of the Current Investment Advisory Agreements at their in-person meeting in May 2009each Board had performed a full annual review of,or initially approved, the Current Investment Advisory Agreementas required bythe1940the 1940 Act anddeterminedtheir determination at that time that (i) DMChashad the capabilities, resources, and personnelnecessary to provide the satisfactory advisory and administrative services currently provided to eachFund. Each Board also determined thatFund and (ii) the advisory and/or management fees paidbyeachby each Fund, taking into account any applicable feewaiverslimitations and breakpoints,representreasonablerepresented reasonable compensation to DMC in light of the services provided, the costs to DMCofprovidingof providing those services, economies of scale, and the fees and other expenses paidbysimilarby similar funds(including information provided by Lipper Inc. (“Lipper”, an independentstatistical compilation organization)and such other matters that the Boardsconsideredrelevantconsidered relevant in the exercise of their reasonablejudgment.
judgment;The portfolio management teams for the Funds
wouldare not currently expected to change as a result oftheTransaction.
the Transaction;LNCLNIC’s and Macquarie
Advisory Agreements and related agreements, and all costs related toGroup executedBank Limited’s execution of an agreement with the Trusts (the “Expense Agreement”) pursuanttowhich LNCto which LNIC and MacquarieGroupBank Limited have agreed to pay (or reimburse) all reasonable out-of-pocket costs and expenses of the Fundsinconnectionin connection with the Boards’ consideration of the Transaction, the New Investmentthisproxysolicitation. The agreement also provides for indemnification by LNC or Macquarie Group, as applicable, of the Funds and the Trustees for any losses arising from claims thatsolicitation (subject to certaininformation provided by LNC or Macquarie Group for this Proxy Statement is untrue or misleading. As a result, the Funds will bear no costs in evaluating the Transaction orseeking or obtaining shareholder approval of the New Investment Advisory Agreements.limited exceptions);
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The likelihood that Macquarie Group would invest additional amounts in Delaware Investments, including DMC,
scale and lowerresultingwhich could result inpotentialbenefits to the Funds and the shareholders, including the possibility ofincreasedassetsunderassets under management, which would in turn allow some Funds the potential opportunity to achieve economies offees.
fees payable by Fund shareholders; andThe compliance and regulatory history of Macquarie Group and its affiliates.
Certain of these considerations are discussed in more detail below.
In making itstheir decision relating to the approval of each Fund’s New Investment Advisory Agreement, the Independent Trustees gave attention to all information furnished, however, thefurnished. 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 ServiceService.. 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“The New Investment Advisory Agreements"Agreements”), and they therefore considered the many reports furnished to them throughout the 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 complex;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
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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, Delaware Service Company, Inc. (“DSC”).DSC. The BoardBoards routinely reviewsreview and hashave been impressed by DSC’s performance. The Trustees noted, in particular, DSC’s commitment to maintain a high level of service as well as DMC’sDSC’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 Delaware Investments Fund for the same class of shares in another Delaware Investments 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. For
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Based on the foregoing reasons,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 were satisfied withconcluded that the satisfactory nature, extent, and quality of services currently provided to the overallFunds 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 by DMC.to the Funds and their shareholders.
Investment Performance.The TrusteesBoards 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 givegave 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 in-personBoard meeting held in May 2009. At that meeting, the Trustees reviewed Lipper reports prepared for each Fund showingprepared 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 suchthe 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 makemade up the first quartile; the next 25% makemade up the second quartile; the next 25% makemade up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe makemade up the fourth quartile. Comparative annualizedAnnualized investment performance for each Fund was shown for the past 1-, 3 3-, 5-, and 10-year periods.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 agreement 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 information presented at the May 2008 meeting.funds’ performance as of December 31, 2007.
At their meeting on September 3, 2009, the Trustees, examinedincluding the Independent Trustees in consultation with their independent counsel, updated their examination of the investment performance of all of the fundseach 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 relative to that of its respective peer group for the 1-, 3 , 5-, and 10-year periods ended June 30, 2009 against the corresponding relative investment performance of the Funds for such time periods ended December 31, 2008.2008, to the extent applicable. As of June 30, 2009, 2930 of the funds in the Delaware Investments Family of Funds had investment performance relative to that of the respective peer groupsPerformance Universe that was as good as or better than the corresponding relative investment performance at December 31, 2008 for all fourapplicable time periods. At June 30, 2009, an additional 9six funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer groupPerformance Universe that was better than the corresponding relative investment performance at December 31, 2008 for threea majority of the fourapplicable time periods. At June 30, 2009, 1915 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer groupPerformance Universe that was approximately the same as that ofbetter than the corresponding relative investment performance at December 31, 2008 for an equal number of the applicable time periods, and only 2229 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 Trustees,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 peer groupsPerformance Universe since the data reviewed at the May 2009 meeting. Themeeting.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 also notedthought it was extremely unlikely that the proposed continuity of DMC’s operations after the TransactionFunds would bebear any Transaction-related expenses, and (iv) there was not expected to mitigatebe any adverse impact“unfair burden” imposed on Fund performance arising fromthe Funds as a result of the Transaction.
Comparative ExpensesExpenses.. The Trustees also evaluated expense comparison data for the Delaware Investments®Family of 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
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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 waivers.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'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 noted that the more recent comparative expenses for the Funds remained consistent with the previous review in May 2009.2009, 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 there wasthey had no current intention to change DMC’s existing voluntary expense waiverslimitations 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 that,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 closingClosing, and (v) the expense ratios of certain Funds might decline as a result of the Transaction.possible increased investment in Delaware Investments by Macquarie Group, as discussed below under “Economies of Scale.”
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Management ProfitabilityProfitability.. The At their meeting on September 3, 2009, the Boards once again considered the level of profits realized by DMCevaluated DMC’s profitability in connection with the operation of the Funds. The Boards had previously considered the level of profits realized by DMCDMC’s profitability in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed the Investment Management Profitability Analysis addressingan 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, reflectreflected 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 initiativesinitiatives. 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. TheHowever, the Boards foundconcluded 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 management fees were reasonableFunds conveyed.
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The Transaction Agreement.The Trustees reviewed the Transaction Agreement in lightadvance 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. The Boards also noted Macquarie Group’s commitment to maintain sufficient capitalization of DMC and Delaware Investments to continue the same level and quality of services to the Funds.
Economies of Scale.meeting. The Trustees considered whether economiesthe terms 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 benchmarking analysis for the Funds. Management believed, and the Boards agreed, that the Funds were priced with relatively low management fees to reflect potential economies of scale up front. The Boards also acknowledged Macquarie Group’s statement that the Transaction would not by itself immediately provide additional economiesAgreement, including those related to Section 15(f) of scale giventhe 1940 Act and that LNIC and Macquarie Group’s limited presence inBank Limited will bear the U.S. mutual fund market. Nonetheless,expenses related to the Funds’ proxy solicitation. At the meeting, the Trustees believed that additional economies of scale could potentially be achieved in the future if DMC were owned
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by Macquarie Group as a result of Macquarie Group’s willingness to invest further in DMC’s asset management business, particularly with respect to distribution.
Fall-Out Benefits.The Trustees considered that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities. They reviewed information about practices with respect to allocating portfolio brokerage for brokerage and research services. The Trustees recognized that DMC’s profitability would be somewhat lower without these benefits. The Trustees noted that DMC may derive reputational and other benefits from their association with each Fund.
Other Board Considerations.As previously noted at the May 2009 meeting, the Boards separately received and reviewed independent historical and comparative reports prepared by Lipper. The Lipper reports compared each Fund’s investment performance and expenses with those of other comparable mutual funds in the peer group. The Independent Trustees discussed such reports with independent legal counsel at the meeting. The Boards requested and received certain information regarding the policies of DMC with respect to advisory fee levels and its 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. At the in-person meeting on September 3, 2009, the Boards noted that there had been no significant changes to the Lipper or other information reported at the May 2009 meeting. The Board was told that the Transaction and Macquarie Group’s acquisition of Delaware Investments would not, by itself, be expected to materially change this information.
The Transaction.The Trustees received and reviewed the Transaction Agreement. The Trustees considered the purchase price to be paid and noted the conditions forto the closing of the Transaction,Closing, including the requirements for obtaining consents to the change in control from DMC’sDelaware Investments’ advisory clients, such as the Funds. The Trustees were toldbelieved that DMC wouldDelaware Investments’ ability to continue to manage LNC’sthe 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. TheConsequently, the Trustees also consideredevaluated the representations, warranties, and covenants made byprovisions of the partiesTransaction Agreement related to the Transaction, includingmanagement of those related Section 15(f) of the 1940 Act.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 their independent legal counsel. By reviewing a pro forma balance sheet of Delaware Investments as of the closing of the Transaction (which was provided by Macquarie Group in responsecounsel to the Trustees’ request), the Trustees considered Macquarie Group’s projections of Delaware Investments’ capitalization following the Transaction andIndependent 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 Macquarie GroupLNC after the Closing.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 there would beit had no significantcurrent intention to change to the executive, administrative, investment, or support staff of Delaware Investments.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,
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including short-term and
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long-term incentive compensation and equity interests for executive officers and investment personnel as well as support staff.personnel. Macquarie Group described its current intention to enhance certain administrative and operationoperational areas of DMC following the Transaction, including information technology, product management, and risk management.
The Trustees alsoBoards 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.
Noting that The Boards also considered Macquarie Group’s current strategic plans to increase its asset management isactivities, one of its core businesses, Macquarie Group described for the Boards’ consideration its current strategic plans to grow its asset management activities, particularly in the Northern Hemisphere. The Boards considered Macquarie Group’s representationNorth America, and its statement that theits 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.
AsDMC and Macquarie Group explained to the Boards that, as a subsidiary of an Australian bank,authorized deposit-taking institution, Delaware Investments would bebecome subject to certain Australian bank regulationsregulatory oversight and requirements following the Transaction. The Boards reviewed material supplied by Macquarie Group describing the new requirements to which Delaware Investments would be subject,Transaction, including those related to disclosure, fund holdings, affiliated transactions, advisory agreements, and fee waivers. Theexpense limitation agreements. DMC and Macquarie Group also explained to the Boards further consideredthat certain exemptive relief that had been provided to Macquarie Group by the Australian bank regulator in anticipation of the Transaction, as well asand 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, represented, and the Boards concurred,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 waiverslimitations and reimbursements to the Funds or to contribute appropriate levels of seed capital to new Funds.funds.
The TrusteesBoards noted that DMC has placed brokerage transactions with a broker-dealerbroker/ 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. TheConsequently, 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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ConclusionConclusion.. The Independent Trustees of each FundTrust 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 group;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. On that basis, the Trustees concluded that the total expense ratio and proposed advisory fee for each such Fund anticipated to result from the Transaction was acceptable. The Trustees also noted, with respect to the Funds that currently had the benefit of voluntary fee waivers,limitations, that Macquarie presently intendedGroup had no present intention to continue such waivers.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.
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Required Votevote
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 suchthat Fund will consider other possible courses of action for the Fund.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 FUNDTRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.
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 that 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 only 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 Fund’s 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 Group has agreed under the Transaction Agreement that, following the Closing, to the extent within its control, it will not take or fail to take (or cause its affiliates to take or fail to take) any action that would have the effect, directly or indirectly, of causing the requirements of Section 15(f) of the 1940 Act not to be met in respect of the Transaction. In that regard, from and after the Closing date and to the extent within its control, the Macquarie Group 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.
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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 is fixed each year and approved by each Board, including a majority of the Independent Trustees.
DST Systems, Inc. (“DST”), 430 W. 7thStreet, 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 the Fund or payment of redemptions. The proceeds of this investment program are used to offset the Fund’s 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 Fund’s 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 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 underwriting agreements relating to each of the Funds, DDLP, 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 Shares, Class C, 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 DMHI and is an affiliate of DMC.
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-
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Chester Road, Radnor, PA 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.
VOTING INFORMATION
How will shareholder voting be handled?
Only shareholders of record of the Funds at the close of business on September 18, 2009 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on 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 for a Fund are not received by the date of the Meeting, the Meeting may be adjourned for that Fund or for that Proposal to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy cards will vote their proxies in accordance with the recommendations of Managementtheir discretion on questions of adjournment and any other items other(other than the ProposalsProposals) that properly come before the Meeting. A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting with respect to that Fund. The Meeting may also be adjourned by the Chairperson of the Meeting.
Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and broker non-votes will have no effect on Proposal 1 but will have the same effect as a vote “against” Proposal 2. Broker non-votes are proxies from brokers or nominees indicating that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote. 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?
You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted in favor of all the Trustee Nominees in Proposal 1 and “For” Proposal 2. Your proxies will also be voted in accordance with the recommendationsdiscretion of Managementthe persons appointed as proxies on any other matters that may properly come before the Meeting or any adjournment or postponement of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting. If your shares are held of record by a broker/dealer and you wish to vote in person at the Meeting, you must obtain a legal proxy from the broker of record and present it at the Meeting.
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May I revoke my proxy?
ShareholdersYou may revoke theiryour proxy at any time for a Fund at any time before it is voted by sending a written notice to the Fund expressly revoking theiryour proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy and, ifproxy. 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 do not intend to bring any matters before the Meeting other than as described in this Proxy Statement. Because thisthe Meeting is a Special Meeting,special meeting, the Boards do not anticipate that any other matters will be brought before the Meeting 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 recommendationsdiscretion of Management of each Fund.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 MN 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?requirement?
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33 1/3%1/3%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Who will pay the expenses of the Meeting?
AnyUnder 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 connection with the Meeting, will not be bornereimbursed by the Funds. Macquarie GroupBank Limited and LNC have agreedLNIC (subject to bear any such costs and expenses equally as provided in the Transaction Agreement.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 Board of each FundBoards for use at the Meeting. In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. Reasonable out-of-pocket expenses of broker/dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred
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in connection with suchthe proxy solicitation will be shared equally by LNCLNIC and Macquarie GroupBank Limited as provided above. In addition to solicitations by mail, officers and employees of the Funds,Trusts, DMC, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews. The Funds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.
As the Meeting date approaches, you may receive a telephone call from a representative of Computershare if your votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the 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 listed on the proxy card, and ask for the shareholder’s instructions on the Proposals. Although the Computershare representative is permitted to answer questions about the process, he or 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 sent 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.
31
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(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-dealerbroker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to P.O. Box 219691, Kansas City, MO 64121-9691, by overnight courier service to 430 W. 7th7th Street, Kansas City, MO 64105, or by calling toll-free 1-800-523-1918.800 523-1918.
How do I submit a shareholder proposal for inclusion in a Trust’sTrust’s proxy statement and form of proxy for a Trust’s next annualfuture shareholder meeting?
The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders. Each Fund will,is, however, be required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies,
26
objectives or restrictions of the Funds.Fund. Each FundTrust also would be required to hold an annuala shareholders meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders. The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of the Board, or the President of the Trust, or on the written request of a specified percentage of the outstanding shares of a Trust (or of a particular Fund if the meeting relates solely to that Fund).Trust.
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a subsequentfuture shareholder meeting must send their written proposal to that Fund a reasonable time before the Board’s solicitation relating to suchthat meeting is to be made. Shareholder proposals must meet certain legal requirements established by the U.S. Securities and Exchange Commission,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 suchthat meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Fund,Trusts, David F. Connor, at the address of the Funds given above.
32
How may I communicate with the Boards?
Shareholders who wish to communicate to the full Boards may address correspondence to 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).
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 is 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, DDLP, 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 Shares, 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, as a group, owned less than 1% of the outstanding voting shares of anyeach Fund or class thereof, except as noted in Appendix N.O.
To the best knowledge of the Trusts, as of July 31, 2009, no person, except as set forth in Appendix O,P, owned of record 5% or more of the outstanding shares of any class of any Fund. Except as noted in Appendix O,P, the Trusts have no knowledge of beneficial ownership.ownership of 5% or more of the outstanding shares of any class of any Fund.
2734
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 –— TRUSTS AND SERIES USING THIS PROXY
STATEMENT
APPENDIX B - TRUSTEES OF THE TRUSTS
APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS
APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
APPENDIX F — TRUSTEE COMPENSATION
APPENDIX G – AUDITOR INFORMATION
APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURES
APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTS
APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEES
APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATES
APPENDIX L – TRUSTEES AND OFFICERS OF DMC
APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING AS OF JULY 31, 2009
APPENDIX N — 1% SHARE OWNERSHIP
APPENDIX O — 5% SHARE OWNERSHIP
28
APPENDIX A – 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® | ||
| Delaware Group Equity Funds III | Delaware American Services Fund | |
| Delaware Small Cap Growth Fund | ||
| Delaware Trend® | ||
| 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 |
On October 21, 2009, the name will be changed to Delaware Foundation | ||
| 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 Portfolio) | ||
| 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 | |||||
| 2005 Market Street | President, | 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 | ||||||||||
B-1
| Officer | |||||
B-2
| 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 | |
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® |
B-3
| APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS | |||||
| Number of Portfolios | |||||
| Name, Address, and | Position(s) Held | Length of | Principal Occupation(s) During | in Fund Complex | Other Directorships |
| Birth Date | with the Trusts | Time Served | Past 5 Years | Overseen by Officer | Held by Officer |
| Patrick P. Coyne | Chairman, | Chairman and | Patrick P. Coyne has served in | 81 | Director — Kaydon |
| 2005 Market Street | President, Chief | Trustee since | various executive capacities at | Corp. | |
| Philadelphia, PA | Executive Officer, | August 16, | different times at Delaware | ||
| 19103 | and Trustee | 2006 | Investments.1 | ||
| April 1963 | President and | ||||
| Chief Executive | |||||
| Officer since | |||||
| August 1, 2006 | |||||
| David F. Connor | Vice President, | Vice President | David F. Connor has served as | 81 | None2 |
| 2005 Market Street | Deputy General | since | Vice President and Deputy | ||
| Philadelphia, PA | Counsel, and | September | General Counsel at Delaware | ||
| 19103 | Secretary | 2000 and | Investments since 2000. | ||
| Secretary since | |||||
| December 1963 | October 2005 | ||||
| Daniel V. Geatens | Vice President and | Treasurer since | Daniel V. Geatens has served in | 81 | None2 |
| 2005 Market Street | Treasurer | October 2007 | various capacities at different | ||
| Philadelphia, PA | times at Delaware Investments. | ||||
| 19103 | |||||
| October 1972 | |||||
| David P. O’Connor | Senior Vice | Senior Vice | David P. O’Connor has served in | 81 | None2 |
| 2005 Market Street | President, General | President, | various executive and legal | ||
| Philadelphia, PA | Counsel, and Chief | General | capacities at different times at | ||
| 19103 | Legal Officer | Counsel, and | Delaware Investments. | ||
| Chief Legal | |||||
| February 1966 | Officer since | ||||
| October 2005 | |||||
| Richard Salus | Senior Vice | Chief Financial | Richard Salus has served in | 81 | None2 |
| 2005 Market Street | President and | Officer since | various executive capacities at | ||
| Philadelphia, PA | Chief Financial | November | different times at Delaware | ||
| 19103 | Officer | 2006 | Investments. | ||
| October 1963 | |||||
C-1
| 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 | |||||
| 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 | Trustee | Since March | Founder — | 81 | Director and | |||||
| 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) | ||||||||||
C-2B-4
APPENDIX D –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 less 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 national securities exchange on which any fund of the Delaware Investments Family of Funds (each a “Fund”) is listed, and the Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and members of the Committee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.
Board Nominations
| 1. | Independent Directors/Trustees.Independent Directors/Trustees for the open and | ||
| 2. | Chair of the Board.The Committee shall nominate the Chair of the Board. | ||
| 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 new committee established by the Board. |
D-1
| 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 based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure. | ||
| 4. | The Committee shall monitor the performance of counsel for the independent Directors/Trustees. | ||
| 5. | The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees. | ||
Other Powers and Responsibilities
| 1. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). | |
C-2
| 2. | The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees. | ||
| 3. | The Committee shall review annually the Board of Directors/Trustees Policies and Practices. | ||
D-2
| 4. | The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy. | ||
| 5. | The Committee shall perform such other functions that shall be delegated to it from time to time by the Board. | ||
D-3C-3
APPENDIX E – D — FUNDSHAREBENEFICIALOWNERSHIP BYTRUSTEENOMINEES
The following tableshowsThefollowing tableshows the dollar range of shares of the Funds and the aggregatetheaggregate dollar range of shares of the Delaware theDelawareInvestments®Family of Funds that are beneficiallyarebeneficially owned by each Trustee 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 | Thomas L. Bennett | Patrick P. Coyne | John A. Fry | Anthony D. Knerr | Lucinda S. Landreth | Ann R. Leven | Thomas F. Madison | Janet L. Yeomans | J. Richard Zecher | Bennett | Coyne | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | |||||||||
| Delaware Foundation®Equity Fund | - | ||||||||||||||||||||||||||
| Delaware Aggressive Allocation Portfolio1 | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||
| Delaware American Services Fund | $10,001 - | - | - | - | - | $10,001 - | - | - | - | - | |||||||||||||||||
| - | $50,000 | - | $50,000 | ||||||||||||||||||||||||
| Delaware Cash Reserve Fund | $50,000 - | Over $100,000 | $10,001 - | - | $50,001 - | - | Over | $10,001 - | - | - | - | - | |||||||||||||||
| - | $100,000 | - | $50,000 | - | $100,000 | $100,000 | $50,000 | ||||||||||||||||||||
| Delaware Conservative Allocation Portfolio2 | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||
| Delaware Core Plus Bond Fund | - | $10,001 - | - | - | $10,001 - | - | - | - | - | - | - | - | |||||||||||||||
| $50,000 | $50,000 | ||||||||||||||||||||||||||
| Delaware Corporate Bond Fund | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||
| Delaware Diversified Income Fund | $10,001 - | $10,001 - | - | $10,001 - | - | - | $10,001 - | - | - | - | - | ||||||||||||||||
| - | $50,000 | - | $50,000 | - | $50,000 | $50,000 | |||||||||||||||||||||
| Delaware Dividend Income Fund | - | $10,001 - | $1 - $10,001 | - | - | - | - | - | - | $10,001 - | $1 - | - | - | ||||||||||||||
| $50,000 | $50,000 | $10,000 | |||||||||||||||||||||||||
| Delaware Emerging Markets Fund | - | $1 - $10,001 | $10,001 - | - | - | - | - | - | - | - | $1 - | $10,001 - | - | ||||||||||||||
| $50,000 | $10,000 | $50,000 | |||||||||||||||||||||||||
| Delaware Extended Duration Bond Fund | $10,001 - | - | $10,001 - | - | - | - | - | - | - | - | |||||||||||||||||
| - | $50,000 | - | - | $50,000 | |||||||||||||||||||||||
| Delaware Focus Global Growth Fund | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||
| Delaware Foundation®Equity Fund | - | - | - | - | - | - | - | - | - | ||||||||||||||||||
| Delaware Global Real Estate Securities Fund | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||
| Delaware Global Value Fund | - | $1 - $10,001 | - | ||||||||||||||||||||||||
| Delaware Growth Opportunities Fund | - | ||||||||||||||||||||||||||
| Delaware Healthcare Fund | - | ||||||||||||||||||||||||||
| Delaware High-Yield Opportunities Fund | - | ||||||||||||||||||||||||||
| Delaware Inflation Protected Bond Fund | - | ||||||||||||||||||||||||||
| Delaware International Value Equity Fund | $50,000 - | $10,001 - | |||||||||||||||||||||||||
| - | $100,000 | - | $50,000 | $1 - $10,001 | - | ||||||||||||||||||||||
| Delaware Large Cap Core Fund | - | ||||||||||||||||||||||||||
| Delaware Large Cap Value Fund | $10,001 - | $50,000 - | $10,001 - | $50,000 - | |||||||||||||||||||||||
| $50,000 | $100,000 | Over $100,000 | - | $50,000 | $100,000 | $1 - $10,001 | - | ||||||||||||||||||||
| Delaware Limited-Term Diversified Income | |||||||||||||||||||||||||||
| Fund | - | Over $100,000 | - | ||||||||||||||||||||||||
E-1D-1
| Delaware Mid Cap Value Fund | - | - | - | - | - | - | - | - | - |
| Delaware Minnesota High-Yield Municipal | |||||||||
| Bond Fund | - | - | - | - | - | - | - | - | - |
| Delaware Moderate Allocation Portfolio3 | $10,001 - | $1 - $10,001 | |||||||
| - | $50,000 | - | - | - | - | - | - | ||
| Delaware National High-Yield Municipal | |||||||||
| Bond Fund | - | - | - | - | - | - | - | - | - |
| Delaware REIT Fund | |||||||||
| (also known as The Real Estate Investment | - | $10,001 - | $1 - $10,001 | - | - | - | $1 - $10,001 | - | - |
| Trust Portfolio) | $50,000 | ||||||||
| Delaware Select Growth Fund | $10,001 - | $10,001 - | $1 - $10,001 | $10,001 - | |||||
| - | - | - | $50,000 | - | $50,000 | $50,000 | - | ||
| Delaware Small Cap Core Fund | $10,001 - | ||||||||
| - | - | - | - | $50,000 | - | - | - | - | |
| Delaware Small Cap Growth Fund | - | - | - | - | - | - | - | - | - |
| Delaware Small Cap Value Fund | $50,000 - | $1 - $10,001 | $1 - $10,001 | $10,001 - | |||||
| - | $100,000 | - | $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 | - | - | - | - | - | - | - | - | - |
| TOTAL: | $10,001 - | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | $10,001 - | Over $100,000 | $10,001 - |
| $50,000 | $50,000 | $50,000 |
| 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 name will be changed to Delaware Foundation® |
| 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. |
E-2D-3
APPENDIX F E —TRUSTEECOMPENSATION
The following table describes the aggregate Thefollowing tabledescribes theaggregatecompensationreceived by the theIndependentTrustees from each Trust and the aggregate compensation totalcompensationreceived from the Delaware theDelawareInvestments®®Funds for which he or she served as a TrusteeaTrustee for the 12-month period ended June 30, 2009. Only the Independent theIndependentTrusteesreceivedcompensation from the Trust.
| Thomas L. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | |||||||||||||||||
| Trust | Thomas L. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | Bennett | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | ||||||||
| 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®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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | $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 | ||||||||||||||||
| 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 | $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 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 | $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 | $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 | $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 | $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 | $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 its subsidiaries, including the Funds’ investment adviser, principal underwriter, and transfer agent. | |
| 2 | David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in capacities for the six portfolios of the Optimum Fund Trust that are virtually identical to the capacities in which they serve for the Funds, as set forth above. The Optimum Fund Trust has the same investment adviser, principal underwriter, and transfer agent as the Funds. | |
F-2
APPENDIX G –— AUDITOR INFORMATION
The following table shows, for each Trust:
Audit FeesFees.. 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 for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.
Non-AuditTax Fees.The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under “Audit Fees.”
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 under common control with DMC and that relate directly to the operations or financial reporting of the Trusts.
Aggregate Non-Audit Fees.The aggregate non-audit fees billed by 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 | Audit Fees | Tax Fees1 | Affiliate Audit- Related Fees | Aggregate Non-Audit Fees | Fees | Fees | Related Fees | Audit Fees | ||||
| Delaware Group Adviser Funds | ||||||||||||
| Delaware Group®Adviser Funds | ||||||||||||
| 10/31/08 | $174,400 | $72,465 | $19,074 | $324,467 | $174,400 | $72,465 | $19,074 | $324,467 | ||||
| 10/31/07 | $117,000 | $46,900 | $19,074 | $301,262 | $117,000 | $46,900 | $19,074 | $301,262 | ||||
| Delaware Group Cash Reserve | ||||||||||||
| 3/31/09 | $27,000 | $9,150 | $19,074 | $261,152 | $27,000 | $9,150 | $19,074 | $261,152 | ||||
| 3/31/08 | $23,800 | $8,650 | $19,074 | $263,012 | $23,800 | $8,650 | $19,074 | $263,012 | ||||
| Delaware Group Equity Funds I | ||||||||||||
| 10/31/08 | $25,700 | $6,300 | $19,074 | $258,302 | $25,700 | $6,300 | $19,074 | $258,302 | ||||
| 10/31/07 | $17,100 | $5,350 | $19,074 | $259,712 | $17,100 | $5,350 | $19,074 | $259,712 | ||||
| Delaware Group Equity Funds II | ||||||||||||
| 11/30/08 | $91,800 | $34,300 | $19,074 | $288,302 | $91,800 | $34,300 | $19,074 | $288,302 | ||||
| 11/30/07 | $86,100 | $35,600 | $19,074 | $289,962 | $86,100 | $35,600 | $19,074 | $289,962 | ||||
| Delaware Group Equity Funds III | ||||||||||||
| 6/30/09 | $49,100 | $14,950 | $19,074 | $264,064 | $49,100 | $14,950 | $19,074 | $264,064 | ||||
| 6/30/08 | $64,700 | $20,550 | $19,074 | $274,912 | $64,700 | $20,550 | $19,074 | $274,912 | ||||
| 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 | ||||||||
G-1
| Affiliate | Aggregate | |||||||||||
| Audit | Tax | Audit- | Non- | |||||||||
| Trust | Audit Fees | Tax Fees1 | Affiliate Audit- Related Fees | Aggregate Non-Audit Fees | 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 | $49,000 | $14,380 | $19,074 | $266,382 | ||||
| 9/30/07 | $32,700 | $7,250 | $19,074 | $261,612 | $32,700 | $7,250 | $19,074 | $261,612 | ||||
| Delaware Group Global & International Funds | ||||||||||||
| 11/30/08 | $94,100 | $44,490 | $19,074 | $298,492 | $94,100 | $44,490 | $19,074 | $298,492 | ||||
| 11/30/07 | $96,400 | $47,485 | $19,074 | $301,847 | $96,400 | $47,485 | $19,074 | $301,847 | ||||
| Delaware Group Government Fund | ||||||||||||
| 7/31/09 | $26,600 | $6,700 | $19,074 | $258,702 | $26,600 | $6,700 | $19,074 | $258,702 | ||||
| 7/31/08 | $23,600 | $5,700 | $19,074 | $260,062 | $23,600 | $5,700 | $19,074 | $260,062 | ||||
| Delaware Group Income Funds | ||||||||||||
| 7/31/08 | $80,700 | $25,000 | $19,074 | $277,002 | $80,700 | $25,000 | $19,074 | $277,002 | ||||
| 7/31/07 | $79,200 | $26,700 | $19,074 | $281,062 | $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 | $17,200 | $4,950 | $19,074 | $258,952 | ||||
| 12/31/07 | $15,900 | $4,750 | $19,074 | $259,112 | $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 | $28,000 | $9,550 | $19,074 | $261,552 | ||||
| 2/29/08 | $26,900 | $10,050 | $19,074 | $264,412 | $26,900 | $10,050 | $19,074 | $264,412 | ||||
| Delaware Group Tax-Free Fund | ||||||||||||
| 8/31/08 | $54,600 | $18,500 | $19,074 | $270,502 | $54,600 | $18,500 | $19,074 | $270,502 | ||||
| 8/31/07 | $62,400 | $22,200 | $13,400 | $270,888 | $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 | $9,900 | $1,950 | $19,074 | $253,952 | ||||
| 4/30/08 | $10,000 | $1,950 | $19,074 | $256,312 | $10,000 | $1,950 | $19,074 | $256,312 | ||||
| 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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| 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.ObjectiveObjective
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 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.
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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
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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
withexplanationwith explanation as to why the work is proposed to be performed by the Auditors(e.g.particular(e.g., particular expertise, timing, etc.); - the request should be addressed to the Audit Committee with copies to the Funds’
ChiefFinancialChief Financial Officer and Chief Legal Officer; - if time reasonably permits, the request shall be included in the meeting materials for
theupcomingthe upcoming Audit Committee meeting when the Committee will consider theproposedengagementproposed 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
theFunds’the Funds’ Chief Financial Officer and Chief Legal Officer, followed by a telephone calltotheto the Chairperson of
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the Audit Committee. The Chairperson of the Audit Committee mayapprovemay approve or deny the request on behalf of the Audit Committee, or, in the Chairperson’sdiscretion,Chairperson’s discretion, determine to call a special meeting of the Audit Committee for the purpose ofconsidering the proposal. Should the Chairperson of the Audit Committee beunavailable, any other member of the Audit Committee may serve as an alternate for thepurposethe 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
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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 ServicesPRE-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 |
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| 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 ServicesPRE-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 EntitiesADVISER ENTITIES
Delaware Management Business Trust; Delaware Distributors, L.P.; Lincoln Financial Distributors, Inc.; Delaware Service Company, Inc.; Retirement Financial Services, Inc.
H-4H-6
APPENDIX I—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 investment 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
I-1
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
I-1
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.
I-2
(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 particular FundparticularFund 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.
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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
I-3
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 investment 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
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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, | ||
[NAME OF INVESTMENT COMPANY] |
| By | |
| Name | |
| Title | |
| By | |
| Name | |
| Title | |
I-4I-5
EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement betweenDELAWARE [FUND[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 Fund | _______, 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 Cash Reserve Fund | _______, 200__ | 0.45% on first $500 million | ||
| (Delaware Group Cash | 0.40% on next $500 million | |||
| 0.35% on next $1.5 billion | ||||
| 0.30% on assets in excess of $2.5 billion | ||||
| Delaware Mid Cap Value Fund | _______, 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 Fund | _______, 200__ | 0.65% on | ||
| (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 |
I-6
| 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 | 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 Fund | _______, 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 Fund | _______, 200__ | 1.00% on | ||
| (Delaware Group Equity Funds III) | 0.90% on next $250 million | |||
| 0.75% on assets in excess of $500 million | ||||
| Delaware Trend Fund | _______, 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 Fund | _______, 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 |
I-5
| Delaware Healthcare Fund | ||||
| _______, 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 | ||||
I-7
| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Dividend Income Fund | _______, 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 Core Fund | _______, 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 Fund | _______, 200__ | 0.75% on | ||
| (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 Aggressive Allocation Portfolio | _______, 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 Conservative Allocation Portfolio | _______, 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 Foundation Equity Fund | _______, 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 Moderate Allocation Portfolio | _______, 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 |
I-8
| Fund Name (Trust Name) | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | ||
| Delaware Emerging Markets Fund | _______, 200__ | 1.25% on first $500 million | ||
| (Delaware | 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 | 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 Fund | _______, 200__ | 0.85% on first $500 million | ||
| (Delaware Group Global | 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 Fund | _______, 200__ | 0.85% on first $500 million | ||
| (Delaware Group Global | 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 | ||||
I-6
| Delaware Inflation Protected Bond Fund | _______, 200__ | 0.45% on | ||
| (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 Fund | _______, 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 | ||||
I-9
| Fund Name (Trust Name) | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |||
| Delaware Extended Duration Bond Fund | _______, 200__ | 0.55% on | ||
| (Delaware Group Income Funds) | 0.50% on next $500 million | |||
| 0.45% on next $1,500 million | ||||
| 0.425% on assets in excess of | ||||
| Delaware High-Yield Opportunities Fund | _______, 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 | 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 Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Delaware Group State Tax-Free Income Trust) | 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 Fund | _______, 200__ | 0.55% on first $500 million | ||
| (Delaware Group 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 Intermediate Fund | _______, 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 Fund | _______, 200__ | 0.45% on first $500 million | ||
| (Delaware Group Tax-Free Money | 0.40% on next $500 million | |||
| 0.35% on next $1.5 billion | ||||
| 0.30% on assets in excess of $2.5 billion |
I-10
| 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 | ||||
| Delaware Tax-Free Arizona Fund | _______, 200__ | 0.50% on first $500 million | ||
| 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 | ||
| 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 | ||||
I-7
| 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 | ||
| 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 | ||
| 0.50% on next $500 million | ||||
| 0.45% on next $1.5 billion | ||||
| 0.425% on assets in excess of $2.5 billion | ||||
I-11
| Fund Name (Trust Name) | 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 | ||
| 0.70% on next $500 million | ||||
| 0.65% on next $1.5 billion | ||||
| 0.60% on assets in excess of $2.5 billion | ||||
| Delaware | _______, 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 |
I-8I-12
APPENDIX J-J — CURRENT INVESTMENT ADVISORY AGREEMENTS:
DATES OF APPROVALS; FEESAPPROVALS
| 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 | November | ||
| 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 |
J-1
| 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 (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 |
J-2
| 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 | ||
| (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) |
J-1J-3
| 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 Funds) | ||||
| Delaware Tax-Free Minnesota Intermediate Fund | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Intermediate Tax Free Funds) | ||||
| Delaware Minnesota High-Yield Municipal Bond Fund | November 1, 1999 | March 17, 1999 | ||
| (Voyageur Mutual Funds) | ||||
| Delaware National High-Yield Municipal Bond Fund | ||||
| November 1, 1999 | November 1, 1999 | |||
| (Voyageur Mutual Funds) | ||||
| Delaware Tax-Free California Fund | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Mutual Funds) | ||||
| Delaware Tax-Free Idaho Fund | November 1, 1999 | November 1, 1999 | ||
| (Voyageur Mutual Funds) |
J-4
| Date of Current | ||||
| Investment Advisory | Date Last Approved by | |||
| Fund (Trust) | Agreement | Shareholders* | ||
| Delaware Tax-Free New York Fund (Voyageur Mutual Funds) | November 1, 1999 | November 1, 1999 | ||
| Delaware Tax-Free Colorado Fund (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 Fund (Voyageur Mutual Funds III) | December 15, 1999 | December 15, 1999 | ||
| Delaware Tax-Free Minnesota Fund (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. | |
J-2
* 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 or in connection with any later amendment requiring such approval.
Each Fund’s advisory fee under the New Investment Advisory Agreement and the Current Investment Advisory Agreement is identical. Exhibit A to Appendix C-1I lists the advisory fees for each Fund.
Each Fund’s fund administration fees will remain identical after the Transaction. For fund accounting and financial administration services, each Fund pays BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges. The asset based fee, which is allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis, is calculated as follows:
For fund accounting and financial administration oversight services, each Fund pays DSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The asset based fee, which is allocated among all funds in the Delaware Investments Family of Funds on a relative NAV basis, is calculated as follows:
J-3J-5
APPENDIX K - FUNDS ADVISED BY DMC:— FEES PAID TO DMC ANDAFFILIATES
The followingThefollowing table lists by investment objective the mutual funds that are advised by DMC, and includes (i)Funds byinvestmentcategory, andincludes for the Funds, the amountsfiscal yearsindicated theaggregateamount of DMC’s fee paid by each to DMC during the fiscal year indicated, (ii) for the Funds, the amountsFundindicated and theamounts paid by each to affiliatesFund toaffiliates of DMC during the fiscal year indicated, (iii)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 of each mutual fund advised by DMC as of July 31, 2009, (iv) the management fee schedule for each, as an annual rate based on a percentage of average dailyDMC’scompensation, andwhether DMC haswaived,reduced, orotherwise agreed to reduce itscompensation under theapplicablecontract. For fundssubadvised by DMC, the net assets and (v) whether DMC has waived or agreed to waive its fees for the applicable mutual fund. All fees shown are netonly the portion of any applicable waivers and reimbursements.the fund’s assets that are under themanagement of DMC.
| Fund | Fiscal Year Ended | Advisory Fees (after waivers, ifany) ($) | Waiver (Y/N) | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fund Net Assets (asof 7/31/09) ($) | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
| EQUITY | ||||||||
| Delaware Aggressive Allocation | ||||||||
| Portfolio | 9/30/08 | 1,475 | Y | 2,380 | 215,282 | 86,139 | 49,597,075 | See Exhibit A to Appendix I |
| Delaware American Services Fund | 6/30/09 | 1,346,875 | Y | 71,414 | 1,016,499 | 831,687 | 165,871,237 | “ |
| Delaware Conservative Allocation | ||||||||
| Portfolio | 9/30/08 | 15,724 | Y | 2,222 | 147,491 | 18,751 | 51,620,209 | “ |
| Delaware Emerging Markets Fund | 11/30/08 | 10,061,603 | N | 40,925 | 3,475,970 | 1,403,351 | 566,312,347 | “ |
| Delaware Focus Global Growth Fund | 11/30/08 | N/A | N/A | N/A | N/A | N/A | 4,867,071 | “ |
| Delaware Global Value Fund | 11/30/08 | 477,200 | Y | 4,015 | 447,088 | 252,427 | 38,943,506 | “ |
| Delaware Growth Opportunities Fund | 9/30/08 | 3,141,092 | Y | 24,661 | 1,592,074 | 1,709,076 | 221,862,433 | “ |
| Delaware Healthcare Fund | 9/30/08 | (30,345) | Y | 121 | - | 269 | 3,391,264 | “ |
| Delaware International Value Equity | ||||||||
| Fund | 11/30/08 | 5,845,743 | Y | 38,948 | 2,303,609 | 1,553,386 | 359,015,223 | “ |
| Delaware Large Cap Core Fund | 4/30/09 | (257) | Y | 85 | - | 231 | 1,625,300 | “ |
| Delaware Large Cap Value Fund | 11/30/08 | 5,949,985 | Y | 49,455 | 3,135,809 | 1,900,663 | 655,924,118 | “ |
| Delaware Mid Cap Value Fund | 10/31/08 | (36,366) | Y | 103 | 37 | 143 | 8,888,367 | “ |
| Delaware Moderate Allocation Portfolio | 9/30/08 | 32,834 | Y | 2,614 | 213,510 | 55,166 | 235,959,745 | “ |
| Delaware Select Growth Fund | 4/30/09 | 822,062 | Y | 10,668 | 942,443 | 1,427,081 | 238,312,832 | “ |
| Delaware Small Cap Core Fund | 11/30/08 | 441,475 | Y | 3,923 | 229,562 | 203,528 | 60,932,993 | “ |
| Delaware Small Cap Growth Fund | 6/30/09 | (10,211) | Y | 559 | 63,447 | 71,843 | 11,390,960 | “ |
| Delaware Small Cap Value Fund | 11/30/08 | 3,412,713 | Y | 23,590 | 2,009,720 | 1,350,774 | 316,722,748 | “ |
| Delaware Trend®Fund | 6/30/09 | N/A | Y | 17,781 | 1,426,134 | 1,367,689 | 345,331,552 | “ |
| Delaware U.S. Growth Fund | 10/31/08 | 4,418,044 | Y | 43,260 | 843,673 | 937,742 | 577,585,096 | “ |
| Delaware Value®Fund | 11/30/08 | 2,216,064 | Y | 175,852 | 1,400,382 | 924,320 | 359,029,563 | “ |
| 1.25% on first $500 million | ||||||||
| Delaware VIP®Emerging Markets | 1.20% on next $500 million | |||||||
| Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 442,609,293 | 1.15% on next $1.5 billion |
| 1.10% on assets in excess of$2.5 billion | ||||||||
| 0.75% on first $500 million | ||||||||
| Delaware VIP®Growth Opportunities | 0.70% on next $500 million | |||||||
| Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 24,047,567 | 0.65% on next $1.5 billion |
| 0.60% on assets in excess of$2.5 billion | ||||||||
| 0.85% on first $500 million | ||||||||
| Delaware VIP®International Value | 0.80% on next $500 million | |||||||
| Equity Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 97,145,078 | 0.75% on next $1.5 billion |
| 0.70% on assets in excess of$2.5 billion |
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | 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 | ||||
K-1L-1
| Fund | Fiscal Year Ended | Advisory Fees (after waivers, if any) ($) | Waiver (Y/N) | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fund Net Assets (asof 7/31/09) ($) | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
| 0.75%on first$500million | ||||||||
| Delaware VIP®Small Cap Value Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 691,218,393 | 0.70% on next$500million |
| 0.65% on next$1.5 billion | ||||||||
| 0.60% on assets in excess of$2.5 billion | ||||||||
| 0.75%on first$500million | ||||||||
| Delaware VIP®Trend Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 281,638,575 | 0.70% on next$500million |
| 0.65% on next$1.5 billion | ||||||||
| 0.60% on assets in excess of$2.5 billion | ||||||||
| 0.65% on first$500million | ||||||||
| Delaware VIP®U.S. Growth Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 166,486,594 | 0.60% on next$500million |
| 0.55% on next$1.5 billion | ||||||||
| 0.50% on assets in excess of$2.5 billion | ||||||||
| 0.65% on first$500million | ||||||||
| Delaware VIP®Value Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 452,864,697 | 0.60% on next$500million |
| 0.55% on next$1.5 billion | ||||||||
| 0.50% on assets in excess of$2.5 billion | ||||||||
| Delaware Pooled Trust - The Emerging | ||||||||
| Markets Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 608,767,439 | 1.00% |
| Delaware Pooled Trust - The | ||||||||
| International Equity Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 901,424,861 | 0.75% |
| Delaware Pooled Trust - The Labor | ||||||||
| Select International Equity Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 747,573,551 | 0.75% |
| Delaware Pooled Trust - The Large-Cap | ||||||||
| Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 245,411,670 | 0.55% |
| Delaware Pooled Trust - The Large-Cap | ||||||||
| Value Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 9,686,377 | 0.55% |
| Delaware Pooled Trust - The Mid-Cap | ||||||||
| Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 4,065,931 | 0.75% |
| Delaware Pooled Trust - The Select 20 | ||||||||
| Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 9,816,096 | 0.75% |
| Delaware Pooled Trust - The Small-Cap | ||||||||
| Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 507,668 | 0.75% |
| Delaware Pooled Trust - The Smid-Cap | ||||||||
| Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | - | 0.75% |
| 0.8750% up to $50 million | ||||||||
| 0.8000% from$50 millionto $100 million | ||||||||
| Optimum International Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 162,317,432 | 0.7800% from$100 millionto $300 million |
| 0.7650% from$300 millionto $400 million | ||||||||
| 0.7300% over $400 million | ||||||||
| 0.8000% up to $250 million | ||||||||
| 0.7875% from$250 millionto $300 million | ||||||||
| Optimum Large Cap Growth Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 614,887,900 | 0.7625% from$300 millionto $400 million |
| 0.7375% from$400 millionto $500 million | ||||||||
| 0.7250% from$500 millionto $1 billion | ||||||||
| 0.7100% from$1 billionto $1.5 billion | ||||||||
| 0.7000% over $1.5 billion |
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | 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 $2.5 billion | |||||||
K-2L-2
| Fund | Fiscal Year Ended | Advisory Fees (after waivers, if any) ($) | Waiver (Y/N) | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fund Net Assets (as of 7/31/09) ($) | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
| 0.8000% upto $100million | ||||||||
| 0.7375% from $100 million to $250 million | ||||||||
| Optimum Large Cap Value Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 548,159,133 | 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 | 3/31/09 | N/A | Y | N/A | N/A | N/A | 163,600,949 | 1.1000% |
| 1.0500% upto $75million | ||||||||
| Optimum Small-Mid Cap Value Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 133,415,186 | 1.0250% from $75 million to $150 million |
| 1.0000% over $150 million | ||||||||
| Consulting Group Capital Markets | ||||||||
| Funds - Large Capitalization Growth | n/a | N/A | N | N/A | N/A | N/A | $421,150,657 | 0.40% |
| Investments | ||||||||
| Consulting Group Capital Markets | ||||||||
| Funds - Small Capitalization Value | n/a | N/A | N | N/A | N/A | N/A | $90,675,085 | 0.50% |
| Equities Investments | ||||||||
| PNC Funds, Inc - PNC Small Cap Core | n/a | N/A | N | N/A | N/A | N/A | $5,186,059 | 0.50% upto $100million |
| Fund | 0.45% over $100million | |||||||
| Northern Funds - Northern Multi- | n/a | N/A | N | N/A | N/A | N/A | $141,442,959 | 0.35% upto $200million |
| Manager Large Cap Fund | 0.20% over $200million | |||||||
| MassMutual Select Funds - MassMutual | ||||||||
| Select Aggressive Growth Fund | n/a | N/A | N | N/A | N/A | N/A | $138,929,930 | 0.45% |
| SEI Institutional Investments Trust - | n/a | N/A | N | N/A | N/A | N/A | $26,740,544 | 0.40% upto $200million |
| Large Cap Diversified Alpha Fund | 0.35% over $200million | |||||||
| SEI Institutional Investments Trust - | n/a | N/A | N | N/A | N/A | N/A | $66,390,469 | 0.40% upto $200million |
| Large Cap Fund | 0.35% over $200million | |||||||
| SEI Institutional Managed Trust - Large | ||||||||
| Cap Growth Fund | n/a | N/A | N | N/A | N/A | N/A | $299,933,951 | 0.20% |
| UBS Pace Large Co Growth Equity | ||||||||
| Investments | n/a | N/A | N | N/A | N/A | N/A | $201,788,849 | 0.40% |
| Lincoln Variable Insurance Products | ||||||||
| Trust - LVIP Delaware Social | n/a | N/A | N | N/A | N/A | N/A | $638,932,185 | 0.20% |
| Awareness Fund | ||||||||
| Lincoln Variable Insurance Products | ||||||||
| Trust - LVIP Delaware Foundation | n/a | N/A | N | N/A | N/A | N/A | $275,580,815 | 0.35% |
| Aggressive Allocation Fund | ||||||||
| Lincoln Variable Insurance Products | ||||||||
| Trust - LVIP Delaware Foundation | n/a | N/A | N | N/A | N/A | N/A | $74,309,777 | 0.35% |
| Moderate Allocation Fund |
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | 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 $200 million | |||||||
K-3L-3
| Fund | Fiscal Year Ended | Advisory Fees (after waivers, if any) ($) | Waiver (Y/N) | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fund Net Assets (as of 7/31/09) ($) | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
| Lincoln Variable Insurance Products | ||||||||
| Trust - LVIP Delaware Growth and | n/a | N/A | N | N/A | N/A | N/A | $1,110,154,464 | 0.20% |
| Income Fund | ||||||||
| Lincoln Variable Insurance Products | ||||||||
| Trust - LVIP Delaware Special | n/a | N/A | N | N/A | N/A | N/A | $469,430,328 | 0.20% |
| Opportunities Fund | ||||||||
| SEI Institutional Managed Trust - Large | n/a | N/A | N | N/A | N/A | N/A | $80,390,330 | 0.40% up to$200million |
| Cap Diversified Alpha Fund | 0.35% over$200million | |||||||
| SEI Institutional Managed Trust - Tax- | ||||||||
| Managed Large Cap Fund | n/a | N/A | N | N/A | N/A | N/A | $158,593,379 | 0.20% |
| REAL ESTATE | ||||||||
| Delaware Global Real Estate Securities | ||||||||
| Fund | 9/30/08 | (56,829) | Y | 126 | - | 134 | 1,675,227 | See Exhibit A to Appendix I |
| Delaware REIT Fund (also known as | ||||||||
| The Real Estate Investment Trust | 10/31/08 | 2,106,027 | Y | 15,159 | 976,866 | 1,057,506 | 178,921,674 | “ |
| Portfolio) | ||||||||
| 0.75% on first $500million | ||||||||
| Delaware VIP®REIT Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 228,392,747 | 0.70%on next $500million |
| 0.65% on next $1.5 billion | ||||||||
| 0.60% on assets in excess of$2.5 billion | ||||||||
| 0.99% on first $100million | ||||||||
| Delaware Pooled Trust - The Global | 10/31/08 | N/A | Y | N/A | N/A | N/A | 53,791,075 | 0.90% on the next $150million |
| Real Estate Securities Portfolio | 0.80% on assets in excess of$250million | |||||||
| Delaware Pooled Trust - The Real Estate | ||||||||
| Investment Trust Portfolio II | 10/31/08 | N/A | Y | N/A | N/A | N/A | 4,612,395 | 0.75% |
| FIXED INCOME TAXABLE | ||||||||
| Delaware Core Plus Bond Fund | 7/31/08 | 378,075 | Y | 12,530 | 294,515 | 163,769 | 78,586,956 | See Exhibit A to Appendix I |
| Delaware Corporate Bond Fund | 7/31/08 | 2,192,286 | Y | 65,520 | 1,701,318 | 836,390 | 654,556,423 | “ |
| Delaware Diversified Income Fund | 10/31/08 | 14,912,383 | N | 159,256 | 13,466,559 | 3,480,627 | 4,681,464,435 | “ |
| Delaware Dividend Income Fund | 11/30/08 | 2,904,878 | Y | 33,367 | 4,204,502 | 1,278,360 | 376,294,484 | “ |
| Delaware Enhanced Global Dividend | ||||||||
| and Income Fund | 11/31/08 | 2,029,426 | N | 35,904 | - | 71,030 | 143,626,698 | “ |
| Delaware Extended Duration Bond Fund | 7/31/08 | 733,052 | Y | 29,162 | 730,900 | 578,387 | 231,448,785 | “ |
| Delaware High-Yield Opportunities | ||||||||
| Fund | 7/31/08 | 793,631 | Y | 18,588 | 680,157 | 294,012 | 367,625,492 | “ |
| Delaware Inflation Protected Bond Fund | 7/31/08 | 207,493 | Y | 6,770 | 64,555 | 22,691 | 221,063,870 | “ |
| Delaware Investments Dividend and | ||||||||
| Income Fund, Inc. | 11/31/08 | N/A | N | N/A | N/A | N/A | 59,683,630 | 0.55% |
| Delaware Investments Global Dividend | ||||||||
| and Income Fund, Inc. | 11/31/08 | N/A | N | N/A | N/A | N/A | 31,563,148 | 0.70% |
| Delaware Limited-Term Diversified | ||||||||
| Income Fund | 12/31/08 | 897,830 | Y | 12,087 | 638,764 | 363,217 | 734,042,615 | See |
| 0.65% on first $500million | ||||||||
| Delaware VIP®Diversified Income | 0.60% on next $500million | |||||||
| Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 1,154,626,147 | 0.55% on next $1.5 billion |
| 0.50% on assets in excess of$2.5 billion | ||||||||
| 0.65% on first $500million | ||||||||
| Delaware VIP®High Yield Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 406,179,335 | 0.60% on next $500million |
| 0.55% on next $1.5 billion | ||||||||
| 0.50% on assets in excess of$2.5 billion |
| Fund Net Assets | Management Fee Schedule | ||||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | |||||
| Fund | ($) | 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 $200 million | |||||||
| Subadvised Equity Fund O | 158,593,379 | 0.20% | N | ||||
| Subadvised Equity Fund P | 371,403,316 | 0.35% | N | ||||
K-4L-4
| Fund | Fiscal Year Ended | Advisory Fees (afterwaivers, ifany) ($) | Waiver (Y/N) | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fund Net Assets (as of 7/31/09) ($) | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
| 0.50% on first$500 million | ||||||||
| Delaware VIP®Limited-Term | 0.475% on next$500 million | |||||||
| Diversified Income Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 250,708,066 | 0.45%on next$1.5 billion |
| 0.425% on assets in excess of$2.5 billion | ||||||||
| Delaware Pooled Trust - The Core Focus | ||||||||
| Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 18,548,833 | 0.40% |
| Delaware Pooled Trust - The Core Plus | ||||||||
| Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 57,825,157 | 0.43% |
| Delaware Pooled Trust - The Global | ||||||||
| Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 137,581,483 | 0.50% |
| Delaware Pooled Trust - The High-Yield | ||||||||
| Bond Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 21,849,485 | 0.45% |
| Delaware Pooled Trust - The | ||||||||
| Intermediate Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 7,181,598 | 0.40% |
| Delaware Pooled Trust - The | ||||||||
| International Fixed Income Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 18,576,967 | 0.50% |
| 0.7000% up to$25 million | ||||||||
| 0.6500% from$25 million to $100 million | ||||||||
| Optimum Fixed Income Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 692,576,469 | 0.6000% from$100 million to $500 million |
| 0.5500% from$500 million to $1 billion | ||||||||
| 0.5000% over $1 billion | ||||||||
| Lincoln Variable Insurance Products | n/a | N/A | N | N/A | N/A | N/A | $1,934,214,482 | 0.18% |
| Trust - LVIP Delaware Bond Fund | ||||||||
| SEI Institutional Investments Trust - | n/a | N/A | N | N/A | N/A | N/A | $258,981,042 | 0.28% |
| High Yield Bond Fund | ||||||||
| SEI Institutional Management Trust - | ||||||||
| High Yield Bond Fund | n/a | N/A | N | N/A | N/A | N/A | $225,986,783 | 0.28% |
| Lincoln Variable Insurance Products | ||||||||
| Trust - LVIP Delaware Foundation | n/a | N/A | N | N/A | N/A | N/A | $371,403,316 | 0.35% |
| Conservative Allocation Fund | ||||||||
| FIXED INCOME TAX EXEMPT | ||||||||
| Delaware Investments Arizona | ||||||||
| Municipal Income Fund, Inc. | 3/31/09 | N/A | N | N/A | N/A | N/A | 39,569,293 | 0.40% |
| Delaware Investments Colorado | ||||||||
| Municipal Income Fund, Inc. | 3/31/09 | N/A | N | N/A | N/A | N/A | 65,158,068 | 0.40% |
| Delaware Investments Minnesota | ||||||||
| Municipal Income Fund II, Inc. | 3/31/09 | N/A | N | N/A | N/A | N/A | 156,068,269 | 0.40% |
| Delaware Investments National | ||||||||
| Municipal Income Fund | 3/31/09 | N/A | N | N/A | N/A | N/A | 30,101,448 | 0.40% |
| Delaware Minnesota High-Yield | ||||||||
| Municipal Bond Fund | 8/31/08 | 695,090 | Y | 11,502 | 621,530 | 90,277 | 136,173,985 | See Exhibit A to Appendix I |
| Delaware National High-Yield | ||||||||
| Municipal Bond Fund | 8/31/08 | 313,283 | Y | 5,946 | 263,703 | 52,373 | 74,306,095 | “ |
| Delaware Tax-Free Arizona Fund | 8/31/08 | 483,562 | Y | 11,292 | 499,209 | 59,338 | 124,554,577 | “ |
| Delaware Tax-Free California Fund | 8/31/08 | 434,758 | Y | 7,605 | 402,450 | 41,824 | 78,089,669 | “ |
| Delaware Tax-Free Colorado Fund | 8/31/08 | 1,374,394 | Y | 20,604 | 750,906 | 128,035 | 235,014,874 | “ |
| Delaware Tax-Free Idaho Fund | 8/31/08 | 385,385 | Y | 6,910 | 344,475 | 40,265 | 101,869,779 | “ |
| Delaware Tax-Free Minnesota Fund | 8/31/08 | 3,340,865 | Y | 48,918 | 1,850,281 | 298,962 | 603,258,720 | “ |
| Delaware Tax-Free Minnesota | ||||||||
| Intermediate Fund | 8/31/08 | 233,696 | Y | 4,531 | 147,019 | 34,723 | 85,783,562 | “ |
| Delaware Tax-Free Money Fund | 4/30/09 | (13,812) | Y | 878 | - | 13,919 | 13,020,741 | “ |
| Fund Net Assets | Management Fee Schedule | |||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | ||||
| Fund | ($) | 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 $2.5 billion | ||||||
| The Core Focus Fixed Income Portfolio1 | 18,548,833 | 0.40% | Y |
K-5L-5
| Fund | Fiscal Year Ended | Advisory Fees (after waivers, if any) ($) | Waiver (Y/N) | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fund Net Assets (as of 7/31/09) ($) | Managment Fee Schedule (as a percentage of average daily net assets) Annual Rate |
| Delaware Tax-Free New York Fund | 8/31/08 | 59,322 | Y | 1,496 | 76,712 | 14,095 | 28,054,946 | “ |
| Delaware Tax-Free Pennsylvania Fund | 2/28/09 | 2,646,922 | Y | 25,159 | 1,304,013 | 280,994 | 502,398,994 | “ |
| Delaware Tax-Free USA Fund | 8/31/08 | 3,038,078 | Y | 55,881 | 1,857,104 | 419,011 | 554,012,527 | “ |
| Delaware Tax-Free USA Intermediate | ||||||||
| Fund | 8/31/08 | 1,455,004 | Y | 29,234 | 819,000 | 389,646 | 481,653,858 | “ |
| 0.23% up to $25 million | ||||||||
| AssetMark Tax-Exempt Fixed Income | 0.20%from$25 million to $100 million | |||||||
| Fund | n/a | N/A | N | N/A | N/A | N/A | $82,621,889 | 0.17%from$100 million to $200 million |
| 0.125% over $200 million | ||||||||
| SEI Tax Exempt Trust - Intermediate- | ||||||||
| Term Municipal Fund | n/a | N/A | N | N/A | N/A | N/A | $321,920,551 | 0.15% |
| MONEY MARKET TAXABLE | ||||||||
| Delaware Cash Reserve Fund | 3/31/09 | 2,090,836 | Y | 25,006 | 201,131 | 549,206 | 442,391,631 | See Exhibit A to Appendix I |
| 0.45% on first $500 million | ||||||||
| Delaware VIP®Cash Reserve Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 15,598,306 | 0.40% on next $500 million |
| 0.35%on next $1,500 million | ||||||||
| 0.30%on assets in excess of$2.5billion | ||||||||
| Lincoln Variable Insurance Products | n/a | N/A | N | N/A | N/A | N/A | $1,315,433,023 | 0.18% |
| Trust - LVIP Money Market Fund |
| Fund Net Assets | Management Fee Schedule | |||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | ||||
| Fund | ($) | 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 $200 million |
K-6L-6
| Fund Net Assets | Management Fee Schedule | |||||
| (as of 7/31/09) | (as a percentage of average daily | Waiver | ||||
| Fund | ($) | 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 L –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 | 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 | |||||
| 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 | Investment | ||||
| Accounting | |||||
M-1
| Positions and Offices with | ||||
| Positions and Offices | Delaware Management | |||
| Name | 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 | 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 | 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 | 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 |
L-4
M-8
APPENDIX M –N — NUMBER OF SHARES OF EACH FUND
OUTSTANDING
AS OF JULY 31, 20091
| Shares | ||||
| Fund Name | 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 American Services Fund | I | 922,813.72 | ||
| Delaware American Services Fund | 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 Extended Duration Bond Fund | R | 118,595.09 | ||
| Delaware Focus Global Growth Fund | A | 196,781.95 | ||
| Delaware Focus Global Growth Fund | ||||
M-1
| I | 235,297.12 | |||
| Delaware Aggressive Allocation Portfolio | A | 3,465,604.00 | ||
| Delaware Aggressive Allocation Portfolio | B | 459,043.89 | ||
| Delaware Aggressive Allocation Portfolio | C | 582,869.61 | ||
| Delaware Aggressive Allocation Portfolio | I | 1,394,609.32 | ||
| Delaware Aggressive Allocation Portfolio | R | 221,889.37 | ||
| Delaware Conservative Allocation Portfolio | A | 4,308,791.41 | ||
| Delaware Conservative Allocation Portfolio | B | 78,613.11 | ||
| Delaware Conservative Allocation Portfolio | C | 340,275.07 | ||
| Delaware Conservative Allocation Portfolio | I | 1,007,016.76 | ||
| Delaware Conservative Allocation Portfolio | R | 88,789.27 | ||
| Delaware Moderate Allocation Portfolio | A | 20,011,562.38 | ||
| Delaware Moderate Allocation Portfolio | B | 642,801.03 | ||
| Delaware Moderate Allocation Portfolio | 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 Inflation Protected Bond Fund | C | 4,027,833.86 | ||
| Delaware Inflation Protected Bond Fund | 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 | |||
M-2
| 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 Diversified Income Fund | A | 63,645,553.57 | ||
| Delaware Limited-Term Diversified Income Fund | B | 407,345.24 | ||
| Delaware Limited-Term Diversified Income Fund | C | 18,200,945.79 | ||
| Delaware Limited-Term Diversified Income Fund | I | 2,071,289.06 | ||
| Delaware Limited-Term Diversified Income Fund | 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 Fund | A | 10,927,247.96 | ||
| Delaware Minnesota High-Yield Municipal Bond Fund | B | 509,394.77 | ||
| Delaware Minnesota High-Yield Municipal Bond Fund | C | 2,507,347.47 | ||
| Delaware National High-Yield Municipal Bond Fund | A | 7,632,607.68 | ||
| Delaware National High-Yield Municipal Bond Fund | B | 167,569.47 | ||
| Delaware National High-Yield Municipal Bond Fund | 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 | ||||
M-3
| 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 Fund | 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 Colorado Fund | 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 Fund | 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 | 1,803,600.98 | |||
| Delaware Trend Fund | 3,258,227.52 | |||
| Delaware Trend Fund | 1,850,379.41 | |||
N-6
| Shares | ||||
| Fund Name | Class | Outstanding | ||
| Delaware Trend Fund | ||||
| R | 187,363.74 | |||
| Delaware U.S. Growth Fund | 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 | ||||
M-4
| I | 38,881,699.89 | |||
| Delaware U.S. Growth Fund | R | 303,428.38 | ||
| Delaware Value®Fund | B | 378,120.36 | ||
| Delaware Value Fund | 2,839,247.86 | |||
| Delaware Value Fund | 7,570,791.16 | |||
| Delaware Value Fund | ||||
| R | 211,514.86 |
| 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. |
M-5N-7
APPENDIX NO — 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 | % | |
| 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. | |
N-1O-1
APPENDIX OP — 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 | Shareholders Name and Address | Total Shares | Percentage | Class | Name and Address | Total Shares | Percentage | |||||
| Delaware Aggressive | A | MLPF&S FOR THE SOLE | 433,735.130 | 12.65% | A | MLPF&S FOR THE SOLE | 433,735.130 | 12.65 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | BENEFIT OF ITS CUSTOMERS | |||||||||||
| ATTENTION: FUND ADMIN | ATTENTION: FUND ADMIN | ||||||||||||
| 4800 DEER LAKE DR E, 2ND FL | 4800 DEER LAKE DR E, 2ND FL | ||||||||||||
| JACKSONVILLE FL 32246-6484 | JACKSONVILLE FL 32246-6484 | ||||||||||||
| Delaware Aggressive | A | PIMS/PRUDENTIAL RETIREMENT AS | 985,508.511 | 28.73% | A | PIMS/PRUDENTIAL RETIREMENT AS | 985,508.511 | 28.73 | % | ||||
| Allocation Portfolio | NOMINEE FOR THE TTEE/CUST PL | NOMINEE FOR THE TTEE/CUST PL |
| ||||||||||
| HOAG SHELTERED SAVS PLAN | HOAG SHELTERED SAVS PLAN | ||||||||||||
| 1 HOAG DR | 1 HOAG DR | ||||||||||||
| NEWPORT BEACH CA 92663-4162 | NEWPORT BEACH CA 92663-4162 | ||||||||||||
| Delaware Aggressive | C | MLPF&S FOR THE SOLE | 49,567.034 | 8.58% | C | MLPF&S FOR THE SOLE | 49,567.034 | 8.58 | % | ||||
| Allocation Portfolio | BENEFIT OF ITS CUSTOMERS | BENEFIT OF ITS CUSTOMERS | |||||||||||
| ATTENTION: FUND ADMIN | ATTENTION: FUND ADMIN | ||||||||||||
| 4800 DEER LAKE DR E, 2ND FL | 4800 DEER LAKE DR E, 2ND FL | ||||||||||||
| JACKSONVILLE FL 32246-6484 | JACKSONVILLE FL 32246-6484 | ||||||||||||
| Delaware Aggressive | I | C/O MUTUAL FUNDS | 164,199.066 | 11.97% | I | C/O MUTUAL FUNDS | 164,199.066 | 11.97 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | WILMINGTON TRUST CO TTEE | |||||||||||
| FBO DELAWARE MGMT HOLDINGS | |||||||||||||
| FBO DELAWARE MGMT | |||||||||||||
| INC | HOLDINGS INC | ||||||||||||
| EMP 401K ACCOUNT | EMP 401K ACCOUNT | ||||||||||||
| PO BOX 8880 | PO BOX 8880 | ||||||||||||
| WILMINGTON DE 19899-8880 | WILMINGTON DE 19899-8880 | ||||||||||||
| Delaware Aggressive | I | C/O MUTUAL FUNDS | 190,469.430 | 13.89% | I | C/O MUTUAL FUNDS | 190,469.430 | 13.89 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | WILMINGTON TRUST CO TTEE | |||||||||||
| FBO LINCOLN NTL LIFE INS CO | FBO LINCOLN NTL LIFE INS CO | ||||||||||||
| AGT SVGS PL | AGT SVGS PL | ||||||||||||
| PO BOX 8880 | PO BOX 8880 | ||||||||||||
| WILMINGTON DE 19899-8880 | WILMINGTON DE 19899-8880 | ||||||||||||
| Delaware Aggressive | I | C/O MUTUAL FUNDS | 954,399.024 | 69.58% | I | C/O MUTUAL FUNDS | 954,399.024 | 69.58 | % | ||||
| Allocation Portfolio | WILMINGTON TRUST CO TTEE | WILMINGTON TRUST CO TTEE | |||||||||||
| FBO LINCOLN NATL CORP | FBO LINCOLN NATL CORP | ||||||||||||
| EMP SVGS & RET PL | EMP SVGS & RET PL | ||||||||||||
| PO BOX 8880 | PO BOX 8880 | ||||||||||||
| WILMINGTON DE 19899-8880 | WILMINGTON DE 19899-8880 | ||||||||||||
| Delaware Aggressive | R | KIMBERLY CLARK | 11,697.464 | 5.43% | R | KIMBERLY CLARK | 11,697.464 | 5.43 | % | ||||
| Allocation Portfolio | FBO C U LEASING CORP | FBO C U LEASING CORP | |||||||||||
| 401K PSP & TRUST | 401K PSP & TRUST | ||||||||||||
| 3570 CAMINO DEL RIO N #300 | 3570 CAMINO DEL RIO N #300 | ||||||||||||
| SAN DIEGO CA 92108-1747 | SAN DIEGO CA 92108-1747 | ||||||||||||
| 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 | |||||||||||||
O-1P-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 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 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 Fund | |
| Delaware Global Value Fund | ||
| Delaware International Value Equity Fund | ||
| 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 |
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | 52,779.705 | 5.58% |
| Services Fund | SVC | |||
| 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 | ||||
| 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 |
O-2
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 | ||||
O-3
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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, 2NDFL | ||||
| 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 | ||||
O-4
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-5
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 & | 341,907.431 | 16.80% |
| Fund | TRUST CO | |||
| 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 | 11,130,630.122 | 9.47% |
| Income Fund | MARKETS, INC. | |||
| 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 |
O-6
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| Delaware Diversified | I | THE NORTHERN TRUST COMPANY | 2,039,593.431 | 13.34% |
| Income Fund | TTEE | |||
| CIBA SPECIALTY CHEMICALS | ||||
| 401K DV PLAN | ||||
| PO BOX 92994 | ||||
| CHICAGO IL 60675-0001 | ||||
| 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 |
O-7
| Fund Name | Class | Shareholders 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 | ||||
| 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 | ||||
O-8
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-9
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-10
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-11
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-12
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 Healthcare | A | DONALD G PADILLA | 6,311.360 | 5.22% |
| Fund | PHILADELPHIA PA 19103 | |||
| Delaware Healthcare | A | MICHAEL S TUNG | 13,193.980 | 10.92% |
| Fund | PHILADELPHIA PA 19103 | |||
| Delaware Healthcare | A | KATHY K WANG & ROBERT T | 13,760.414 | 11.39% |
| Fund | WANG JT WROS | |||
| LYNNFIELD MA 01940 | ||||
| Delaware Healthcare | A | LIU-ER CHEN & | 80,536.820 | 66.67% |
| Fund | DAWN DING JT WROS | |||
| NEEDHAM MA 02494 | ||||
| Delaware Healthcare | I | DMH CORP | 256,106.019 | 100.00% |
| Fund | ATTN RICK SALUS | |||
| 2005 MARKET ST FL 9 | ||||
| PHILADELPHIA PA 19103-7007 | ||||
| Delaware High-Yield | A | GENWORTH FINANCIAL | 8,643,492.819 | 13.67% |
| Opportunities Fund | TRUST CO | |||
| 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 | ||||
O-13
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 | ||||
| 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 |
O-14
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-15
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-16
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-17
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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% |
O-18
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| NAPLES FL 34119 | ||||
| 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 | ||||
| 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 | ||||
O-19
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 | ||||
O-20
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-21
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-22
| 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 FBO | 3,363.365 | 9.45% |
| Fund | 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 | ||||
| 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 |
O-23
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 | ||||
O-24
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-25
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-26
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 | ||||
| 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 |
O-27
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | |||
| 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% |
O-28
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| Money Fund | CAMP HILL PA 17011 | |||
| Delaware Tax-Free | CC | EDWARD J NOLAN AND GERTRUDE | 199,164.920 | 36.50% |
| Money Fund | 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 | ||||
| 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 |
O-29
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-30
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-31
| Fund Name | Class | Shareholders 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 | ||||
| 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 | ||||
O-32
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| 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 |
O-33
| Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage |
| 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 | ||||
| Delaware Value Fund | R | MG TRUST CO CUST FBO AZUR | 14,909.927 | 7.09% |
| 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 |
O-34
[Form of Proxy Card]
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
JOINT SPECIAL MEETING OF SHAREHOLDERS – NOVEMBER 12, 2009
[Registrant Listed on Schedule A]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby revokes all previous proxies for his/her shares and appoints A n t h o n y G . C i a v a r e l l i , David F. Connor, E m i l i a P . W a n g , a n d Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at theJoint SpecialMeeting of Shareholders of [ Ea ch F un d Lis te d on S ch ed ul e A] ( the “Fund”), a series of [Each Registrant Listed on Schedule A] (the “Trust”), indicated on the reverse side of this proxy card to be held at th e o ff ice s of St ra dl ey R on on St ev en s & Yo un g, LL P, O ne 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 postponement or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote 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 THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
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.
| [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 THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE. 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 SIGNANDSIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATORP.O. BOX 9112FARMINGDALE, NY 11735
To vote by Internet
| PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 |
| To vote by Internet | |
| 1) | Read the Proxy Statement and have the proxy card below at hand. |
| 2) | Go to websitewww.proxyvote.com. |
| 3) | Follow the instructions provided on the website. |
To vote by Telephone
| To vote by Telephone | |
| 1) | Read the Proxy Statement and have the proxy card below at hand. |
| 2) | Call1-800-690-6903. |
| 3) | Follow the instructions. |
To vote by Mail
| To vote by Mail | |
| 1) | Read the Proxy Statement |
| 2) | Check the appropriate boxes on the proxy card below. |
| 3) | Sign and date the proxy card. |
| 4) | Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOURRECORDS.
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| Vote on Trustees | ||||||||
| 1. | To elect a Board of Trustees for each of the Trusts | FOR | WITHHOLD | FOR ALL | ||||
| ALL | ALL | EXCEPT | ||||||
| Nominees: | ||||||||
| 01) | THOMAS L. BENNETT | 04) | ANTHONY D. KNERR | 07) | THOMAS F. MADISON | |||
| 02) | PATRICK P. COYNE | 05) | LUCINDAS. LANDRETH | 08) | JANET L. YEOMANS 0 | 0 | 0 | |
| 03) | JOHN A. FRY | 06) | ANN R. LEVEN | 09) | J. RICHARD ZECHER | |||
| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on | ||||||||
| the line below. | ||||||||
| Vote on Approval of Investment Advisory Agreement | FOR | AGAINST | ABSTAIN |
| 2. To approve a new investment advisory agreement between each Fund and Delaware | 0 | 0 | 0 |
| Management Company, a series of Delaware Management Business Trust | |||
THIS PROXYCARDISONLY VALID WHEN SIGNEDAND DATED.PLEASE DATEAND SIGN NAME OR NAMESBELOW AS PRINTEDABOVETOAUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTOR,ADMINISTRATOR,TRUSTEE OROTHERREPRESENTATIVESHOULD GIVE FULL TITLE AS SUCH.
_________________________________________________ Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
SCHEDULE A
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS. | |
| DETACH AND RETURN THIS PORTION ONLY | ||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | ||
| Vote on Trustees | ||||||||||||||
| 1. | To elect a Board of Trustees for each of the Trusts | FOR | WITHHOLD | FOR ALL | ||||||||||
| ALL | ALL | EXCEPT | ||||||||||||
| Nominees: | ||||||||||||||
| 01) | THOMAS L. BENNETT | 04) | ANTHONY D. KNERR | 07) | THOMAS F. MADISON | |||||||||
| 02) | PATRICK P. COYNE | 05) | LUCINDA S. LANDRETH | 08) | JANET L. YEOMANS | o | o | o | ||||||
| 03) | JOHN A. FRY | 06) | ANN R. LEVEN | 09) | J. RICHARD ZECHER | |||||||||
| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||||||||||||
| Vote on Approval of Investment Advisory Agreement | FOR | AGAINST | ABSTAIN | |||||||||||
| 2. | To approve a new investment advisory agreement between each Fund and Delaware Management Company, a series of Delaware Management Business Trust | o | o | o | ||||||||||
| | ||||||||||||||
THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED. PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH. | ||||||||||||||