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DELAWARE GROUP ADVISER FUNDSDELAWARE GROUP CASH RESERVEDELAWARE GROUP EQUITY FUNDS IDELAWARE GROUP EQUITY FUNDS IIDELAWARE GROUP EQUITY FUNDS IIIDELAWARE GROUP EQUITY FUNDS IVDELAWARE GROUP EQUITY FUNDS VDELAWARE GROUP FOUNDATION FUNDSDELAWARE GROUP GLOBAL & INTERNATIONAL FUNDSDELAWARE GROUP GOVERNMENT FUNDDELAWARE GROUP INCOME FUNDSDELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDSDELAWARE GROUP TAX FREE FUNDDELAWARE GROUP TAX-FREE MONEY FUNDDELAWARE POOLED TRUST1VOYAGEUR INSURED FUNDSVOYAGEUR INTERMEDIATE TAX FREE FUNDSVOYAGEUR MUTUAL FUNDSVOYAGEUR MUTUAL FUNDS IIVOYAGEUR MUTUAL FUNDS IIIVOYAGEUR TAX FREE FUNDS(Namof Registrant as Specified In Its Charter)
Delaware Group® Adviser Funds PROXY MATERIALS DELAWARE INVESTMENTS Dear Shareholder: I am writing to let you know that a joint 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 recommend that you vote FOR each proposal. The enclosed 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 website 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 Sincerely, February 4, 2015 NOTICE OF JOINT To the Shareholders of: NOTICE IS HEREBY GIVEN that a joint Shareholders of record of the Trusts as of the close of business on By order of the Boards of Trustees, To secure the largest possible representation and to save the expense of further mailings, please mark your proxy i ii DELAWARE INVESTMENTS® FAMILY OF FUNDS This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a 1. To elect a Board of Trustees. Shareholders of each Trust, with shareholders 2. To approve the implementation of a new Shareholders of each Fund, voting separately 3. To revise the fundamental investment restriction relating to lending. Shareholders of each Fund, voting separately from shareholders of each other Fund. 4. To revise the fundamental concentration restriction to remove the reference to banking instruments. Shareholders of the Delaware Cash Reserve® Fund, a series of Delaware Group® Cash Reserve. 5. (a) To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares. Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively. (b) To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. (c) To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies. The principal 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 The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, This Proxy Statement gives you information about the Trustees, the Each 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. Important information to help you understand the Proposals. Below is a brief overview of the Proposals to be voted upon. The Proposals are described in greater detail in the enclosed proxy statement. Your vote is important, no matter how large or small your holdings may be. What Proposals am I being asked to vote on? You are being asked to vote on the following Proposals: Has the Board approved the Proposals? Yes. The Board of Trustees of each Trust has approved the Proposals, and recommends that you vote to approve those that apply to your Fund. Proposal 1: To elect a Board of Trustees. What is the role of the Board of Trustees? Each Trust is governed by a Board of Trustees, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment advisor, the distributor, and others who perform services for the Trust. Each of the Boards is comprised of the same Trustees. Who are the Trustee Nominees and how were they selected? Shareholders are being asked to elect ten Trustees (the “Trustee Nominees”) to the Board of each Trust. Nine of the ten Trustee Nominees standing for election are presently members of the Boards. Each Board of Trustees’ Nominating and Corporate Governance Committee considered the qualifications of prospective Board members and recommended that the Trustee Nominees be elected. Each Board of Trustees has nominated and selected the Trustee Nominees and recommends that the Trustee Nominees be elected. Proposal 2: To approve the implementation of a new “manager of managers” order. What is Proposal 2? Proposal 2 relates to a type of exemptive relief granted by the U.S. Securities and Exchange Commission (“SEC”), known as a “manager of managers” order, that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement. The Funds, except for The International Equity Portfolio of the Delaware Pooled® Trust, have been previously granted a manager of managers order that allows them to hire unaffiliated sub-advisors and to make material amendments to the related sub-advisory contracts. It is proposed that the Funds seek new manager of managers relief that would give them authority to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts. For shareholders of The International Equity Portfolio of the Delaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the new manager of managers order related to both affiliated and unaffiliated sub-advisors as described above, as well as to the manager of managers order related only to unaffiliated sub-advisors that the rest of the Funds have already adopted. Why should shareholders approve this Proposal? Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required in order to hire a new sub-advisor that is affiliated (and unaffiliated for The International Equity Portfolio) with the Funds’ investment advisor or to change certain material terms of a related sub-advisory agreement. If the Funds were granted the new manager of managers order that included affiliated (and unaffiliated for The International Equity Portfolio) sub-advisors, it would permit the Funds’ investment advisor to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Boards believe would benefit the Funds and their shareholders. Proposal 3: To revise the fundamental investment restriction relating to lending. What is Proposal 3? The Trusts each have a fundamental investment restriction related to making loans which is more limited in scope than what is required by federal securities laws. As a result, the restrictions prohibit certain lending activities that would be otherwise permissible for the Funds, including interfund borrowing and lending. Proposal 3 provides for the revision of the restriction related to loans to expand the scope of lending activities in which the Funds could engage. Why should shareholders approve this Proposal? Changing the fundamental investment restriction related to loans would enable the Funds to accommodate industry and market developments and provide them with additional liquidity resources. Proposal 4: To revise the fundamental concentration restriction to remove the reference to banking instruments. What is Proposal 4? Proposal 4 is only for shareholders of Delaware Cash Reserve® Fund. Delaware Cash Reserve Fund’s fundamental investment restriction related to the concentration of investments within various industries is more limited in scope than what is required by federal securities laws. Proposal 4 provides for the revision of the Delaware Cash Reserve Fund’s concentration restriction to permit the Fund to invest more than 25% of its assets in banking securities. Why should shareholders approve this Proposal? The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration would allow the Fund’s portfolio manager to deploy capital to appropriate investments under varying market conditions while continuing to ensure that the Fund maintains the investment mix and risk profile required under the federal securities laws. Shareholders are expected to benefit from the Fund’s concentration policy being more closely aligned with applicable requirements. Proposal 5(a): To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares. What is Proposal 5(a)? Proposal 5(a) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add detailed procedures for the transfer of shares. The proposed language would provide express protection to the Funds and the Board for relying on the books of a Trust with respect to the identity of the shareholders of record. Why should shareholders approve this Proposal? The proposed amendments would add transparency to the process of transferring ownership of shares. Clarifying the share transfer provisions in each Trust’s Agreement and Declaration of Trust benefits both the Funds and shareholders, as it provides greater certainty with respect to ownership. Proposal 5(b): To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. What is Proposal 5(b)? Proposal 5(b) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add a provision requiring that shareholders provide certain information upon the request of the Board. The proposed amendment would require shareholders of record to disclose direct and indirect share ownership information to a Fund upon Board demand, in the event that the Fund needed such information to comply with tax requirements. Why should shareholders approve this Proposal? Having the ability to obtain shareholder ownership information will allow the Funds to more effectively and efficiently comply with current and future tax regulations. Proposal 5(c): To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies. What is Proposal 5(c)? Proposal 5(c) provides for the amendment of each Trust’s By-Laws to change a provision related to proxy matters. Each Trust’s Agreement and Declaration of Trust currently provides that the revocability of a proxy is governed by the Delaware General Corporation Law. The proposed amendment to the By-Laws expands the application of Delaware General Corporation Law to all matters relating to proxies, thereby providing the Funds with a defined body of law to govern matters relating to proxies. Why should shareholders approve this Proposal? The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies. Who may vote and how many votes am I entitled to cast? Only shareholders of record of the Funds on the record date will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement. The record date is the close of business on January 22, 2015. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. How do I vote my shares? You may vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope. You may also vote by telephone by calling 800 337-3503 or via the Internet at proxydirect.com. In addition, you may attend the Meeting and vote in person. PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES In Proposal 1, shareholders 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 The Each Board is comprised of the same The Trustees believe that having a common Board for all Funds in the complex is efficient and enhances the ability of the Boards to address their responsibilities to each Fund in the complex. The Trustees believe that the common board structure allows the Trustees to leverage their individual expertise and that their judgment is enhanced by being Trustees of all of the Funds in the complex. Mr. Coyne, who is the sole interested Trustee, serves as the Chairman of the Board. The Board believes that having a representative of Fund management as its Chairman is beneficial to the complex. Mr. Coyne is President of the Manager and its other service provider affiliates and oversees the day-to-day investment and business affairs affecting the Manager and the complex. Accordingly, his participation in the Boards’ deliberations helps assure that the Boards’ decisions are informed. Mr. Coyne’s presence on the Boards ensures that the Boards’ decisions are accurately communicated to, and implemented by, Fund management. In addition, the Independent Trustees designate one of their members to serve as the lead Independent Trustee (the “Coordinating Trustee”). Currently, Mr. Bennett serves as the Coordinating Trustee. The Coordinating Trustee, in consultation with Fund management, legal counsel, and the other Trustees, proposes Board agenda topics, actively participates in developing Board meeting agendas, and ensures that appropriate and timely information is provided to the Boards in connection with Board meetings. The Coordinating Trustee also conducts meetings of the Independent Trustees. Finally, the Coordinating Trustee generally serves as a liaison among outside Trustees, the Chairman, Fund officers, and legal counsel, and is an ex officio member of the Nominating and Corporate Governance Committee. The Boards also have adopted a diversity policy. If elected, each Trustee Nominee will hold office for an indefinite term until he or she dies, resigns, is declared bankrupt or incompetent by a court or appropriate jurisdiction, or is removed, or, if sooner than any such events, until his or her successor is elected and How are Each Board’s Nominating and Corporate Governance Committee recommends nominations for Board members The Nominating and Corporate Governance Committee met on How 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 Who are the Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board. Appendix What are the 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. Nominating and Corporate Governance Committee.Information on the Nominating and Corporate Governance Committee is provided above under “How are Independent Trustees Investments Committee.The primary such proposed agreements; and (iii) review from time to time reports supplied by the Funds’ investment Who are the Trusts’ Selection of Audit Audit-Related Fees.No Trust was billed during its last two fiscal years for assurance and related services rendered by Tax Aggregate Non-Audit For each Trust, the Audit Committee has considered whether the provision of non-audit services that were rendered to the Trust’s investment All Other Fees.There were no additional fees paid by any Trust or Pre-Approval Policies and What is a quorum and what is the A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy. Provided that PROPOSAL 2: Proposal 2 The exemptive relief provided by a manager of managers order enables funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements. In addition, should a fund have a poorly performing sub-advisor or one whose management team has left or is going through a change of control, the investment Under the terms of manager of managers orders, the investment advisor may hire a sub-advisor subject to board approval, without a shareholder vote. However, shareholders, by means of an information statement, are fully informed of any sub-advisor changes and can make an informed decision about the merits of such sub-advisor when determining whether to continue investing in a fund. In 2005, Delaware Investments® Funds conducted a complex-wide shareholder meeting at which shareholders for the Funds, with the exception of The International Equity Portfolio of the Delaware Pooled® Trust, approved the use of a manager of managers order and the related multi-manager structure. This multi-manager structure approval related to the hiring of both unaffiliated and affiliated sub-advisors. Shareholders of The International Equity Portfolio of the Delaware Pooled Trust did not approve the use of the manager of managers order in connection with the 2005 proxy solicitation. In 2006, the SEC granted the Funds a manager of managers order (the “Current MOM Order”) that permits the Funds’ investment advisor, Delaware Management Company (“DMC” with such entities, and Proposal 2 relates to the filing of an exemptive application that would give the Funds authority under a new manager of managers order (the “New MOM Order”) to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts. In recent years, the SEC has granted other fund complexes manager of managers orders which allow an advisor to appoint and replace both unaffiliated sub-advisors and wholly owned subsidiaries of the advisor or its Macquarie Group If the Funds were granted the New MOM Order that included any affiliated sub-advisors, it would permit DMC to Effect of Proposal 2 with respect to Delaware Pooled® Trust’s International Equity Portfolio only For shareholders of The International Equity Portfolio of the Delaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the A “Quorum” is the minimum number of Provided that Quorum requirements have been satisfied for a Trust, to become effective with 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 PROPOSAL 3: AMENDMENT OF FUNDAMENTAL INVESTMENT The Trusts each have a fundamental investment restriction related to making loans. The current restrictions related to loans are more limited in scope than what is The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests. The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the Investment Company Act of 1940, as amended (“1940 Act”), any rule or order thereunder, or Securities and Exchange Commission (“SEC”) staff interpretation thereof, may permit. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. DMC’s ability to manage a Fund’s a bank, and a lending fund to receive an interest rate higher than what could be expected typically from investing cash in short term instruments for cash management purposes. Interfund lending could provide a source of immediate, short-term liquidity pending settlement of the Quorum and Required Vote Provided that Quorum requirements have been satisfied for a Trust, to become effective with respect to a particular Fund A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund. The approval of Proposal 3 by one FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF PROPOSAL 4: AMENDMENT OF FUNDAMENTAL INVESTMENT This proposal relates solely to shareholders of Delaware Cash Reserve Fund. Delaware Cash Reserve Fund, a money market fund, has a fundamental investment restriction relating to its ability to concentrate its investment within various industries. The current restriction is more limited in scope than what is required by the 1940 Act. In its current form, the Fund’s fundamental investment restriction limits the Fund’s ability to concentrate its investment in banking securities to 25% of its assets. The proposed changes to the restriction would permit the Delaware Cash Reserve Fund to invest more than 25% of its assets in banking securities. Under the 1940 Act, fundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration are shown below: The Fund shall not: The Fund shall not: Guidance issued by the SEC staff provides that in addition to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, a money market fund may also invest without limitation in certain banking instruments without violating the concentration prohibitions of Section 8(b) of the 1940 Act. Currently, the concentration policy of Delaware Cash Reserve Fund allows the Fund to invest without limitation in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities or in certificates of deposit. The policy also permits the Fund to concentrate its investments in bankers’ acceptances of banks with more than one billion dollars in assets or banking holding companies whose securities are rated A-2 or better by Standard & Poor’s Financial Services LLC or P-2 or better by Moody’s Investors Service, Inc. In addition to the obligations that are currently enumerated in the Fund’s concentration policy, applicable SEC guidance permits a money market fund to invest without limitation in certain banking instruments. The proposed changes to Delaware Cash Reserve® Fund’s concentration policy would permit the Fund to invest without limitation in banking instruments, consistent with applicable guidance issued by the SEC. In addition, the proposed changes will expand the universe of potential investments in which the Delaware Cash Reserve Fund may invest, given the recent money market fund developments and other related SEC initiatives. The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration would allow the Fund’s portfolio manager to deploy capital to appropriate investments under varying market conditions while continuing to ensure that the Fund maintains the investment mix and risk profile required under Rule 2a-7 of the 1940 Act. Shareholders are expected to benefit from the Fund’s concentration policy being more closely aligned with applicable SEC requirements. A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy. Provided that Quorum requirements have been satisfied, Proposal 4 must be approved by a 1940 Act Majority vote of the outstanding voting securities of Delaware Cash Reserve Fund. A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund. If Proposal 4 is not approved by shareholders of Delaware Cash Reserve Fund, the Fund’s current fundamental investment limitation related to concentration will remain in effect. FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF PROPOSALS 5(A)—(C): AMENDMENTS TO Introduction to Proposals 5(a) through 5(c) Proposals 5(a) through 5(c) relate to proposed amendments to each Trust’s Agreement and Declaration of Trust and By-Laws, which are the Trusts’ governing instruments. These proposed amendments would generally provide greater clarity on applicable law and record-keeping and enhance the Board’s ability to conduct business at shareholder meetings and to obtain certain shareholder information. The four proposed amendments relate specifically to (a) documenting the transfer of shares; (b) obtaining shareholder disclosure; and (c) the applicability of Delaware law to proxy matters, as described in greater detail below. Proposal 5(a) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add detailed procedures for the transfer of shares. The proposed amendments would add transparency to the process of transferring ownership of shares. The proposed language would provide express protection to the Funds and the Boards for relying on the books of a Trust with respect to the identity of the shareholders of record. The proposed language provides a Fund would have no obligation to recognize a transfer of shares unless such transfer has been effected in accordance with established procedures. To effect these changes, a new Section 3 related to the documentation of the transfer of shares is proposed to be added to each Trust’s Agreement and Declaration of Trust, as follows: Transfer of Shares. Except as otherwise provided by the Board of Trustees,Shares shall be transferable on the books of the Trust only by the record holder thereof or by his, her or its duly authorized agent upon delivery to the Board of Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Board of Trustees. Upon such delivery, and subject to any further requirements specified by the Board of Trustees or contained in the By-Laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Board of Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer. Clarifying the share transfer provisions in each Trust’s Agreement and Declaration of Trust benefits both the Funds and shareholders, as it provides greater certainty with respect to ownership. Proposal 5(b) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add a provision requiring that shareholders provide certain information upon the request of the Board. The proposed amendment would require shareholders of record to disclose direct and indirect share ownership information to a Fund upon Board demand, in the event that the Fund needed such information to comply with tax requirements. Having the ability to obtain shareholder ownership information will allow the Funds to more effectively and efficiently comply with current and future tax regulations. To effect these changes, each Agreement and Declaration of Trust will be revised to add an additional paragraph (e) to Section 2 of Article VI, which is related to redemptions at the option of a shareholder. The new language related to shareholder ownership information is proposed to be added to each Trust’s Agreement and Declaration of Trust, as follows: (e) The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority. The proposed amendments will allow the Funds to obtain shareholder information when necessary, to comply with applicable tax regulations in present and future circumstances. Proposal 5(c) provides for the amendment of each Trust’s By-Laws to change a provision related to proxy matters. Each Trust’s Agreement and Declaration of Trust currently provides that the revocability of a proxy is governed by the Delaware General Corporation Law. The proposed amendment to the By-Laws expands the application of Delaware General Corporation Law to all matters relating to proxies, thereby providing the Funds with a defined body of law to govern matters relating to proxies. To effect these changes, Section 9 of Article II of each Trust’s By-Laws is proposed to be amended as shown below: Section 9.PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted;provided,however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware. With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications or any other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. Section 9. PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Subject to the provisions of the [Delaware Statutory Trust Act], the Declaration of Trust, or these By-Laws, the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, shall govern all matters concerning the giving, voting or validity of proxies, as if the Trust were a Delaware corporation and the shareholders were stockholders of a Delaware corporation. Notwithstanding any other provision herein to the contrary, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the shareholders of one or more Series or classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications or any other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies. Management believes that a court would likely look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds. Accordingly, this proposed amendment to the By-Laws is not intended to substantively change the rights of shareholders. Moreover, each Trust’s governing instruments permit the By-Laws to be amended without shareholder approval. Because there is a possibility that a current or future interpretation of, or amendment to, the Delaware General Corporation Law could substantively change the rights of shareholders with respect to proxy-related issues, however, the Boards consider it to be appropriate to obtain shareholder approval for this particular proposed amendment to the By-Laws. In the event that shareholders do not approve this proposed amendment to the By-Laws, Fund management expects that a court would still be likely to look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds. In the absence of this amendment to the By-Laws, however, there would be less certainty that a court would look exclusively to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds, and it is possible that a court might also look to other Delaware law or the laws of other jurisdictions in interpreting proxy-related issues for the Funds. A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy. Provided that Quorum requirements have been satisfied for a Trust, Proposals 5(a)-(c) each must be approved by the affirmative vote of a majority of votes cast. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposals 5(a)-(c). FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF VOTING INFORMATION How will shareholder voting be handled? Only shareholders of record of the Funds at the close of business on Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. 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 in accordance with your voting instructions by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted in favor of May I revoke my proxy? 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. 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 What is the Quorum 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 Who will pay the expenses of the Meeting? What other solicitations will be made? This proxy solicitation is being made by the 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. Why did my household receive only one copy of this Proxy Statement? Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address (a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating How do I submit a shareholder proposal for inclusion in a The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders. Each Fund objectives or restrictions of the Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a has not been received by that Fund within a reasonable period of time before the Board’s solicitation relating to How may I communicate with the Boards? Shareholders who wish to communicate to the MORE INFORMATION ABOUT THE FUNDS Transfer Agency Services. Delaware Investments Fund Services Company (“DIFSC”), an affiliate of DMC, located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent (the “Transfer Agent”) pursuant to a Shareholder Services Agreement. The Transfer Agent is paid a fee by the Funds for providing these services consisting of an asset-based fee and certain out-of-pocket expenses. The Transfer Agent will bill, and the Funds will pay, such compensation monthly. Omnibus and networking fees charged by financial intermediaries and subtransfer agency fees are passed on to and paid directly by the Funds. The Transfer Agent’s compensation is fixed each year and approved by the Board, including a majority of the Independent Trustees. BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”), 480 Washington Boulevard, Jersey City, NJ 07310, provides subtransfer agency services to the Funds. In connection with these services, BNYMIS administers the overnight investment of cash pending investment in the Funds 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, NY 10286-0001, provides fund accounting and financial administration services to the Funds. Those services include performing functions related to calculating the Funds’ net asset values (“NAVs”) and providing financial reporting information, regulatory compliance testing and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges. DIFSC provides fund accounting and financial administration oversight services to the Funds. Prior to November 1, 2014, Delaware Service Company (“DSC”) provided fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DIFSC 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 DIFSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DIFSC under the service agreements described above will be allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis. Distribution Services. Delaware Distributors, L.P., located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as the national distributor of the Funds’ shares. The Distributor is an affiliate of DMC. The Distributor has agreed to use its best efforts to sell shares of the Funds. Shares of the Funds are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trust. No Fund paid 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 DIFSC during the Fund’s most recently completed fiscal year. As of To the best knowledge of the Trusts, as of APPENDIX A – TRUSTS AND SERIES APPENDIX B APPENDIX C APPENDIX APPENDIX APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS APPENDIX G – AUDITOR INFORMATION APPENDIX H APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX A – TRUSTS AND SERIES APPENDIX As Amended 5/16/07 NOMINATING AND CORPORATE GOVERNANCE DELAWARE INVESTMENTS® FAMILY OF FUNDS NOMINATING AND CORPORATE GOVERNANCE 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 Table of Contents and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers. 2.Chair of the Board. The Committee shall nominate the Chair of the Board. 3.Coordinating Trustee. The Committee shall nominate the Coordinating Trustee. 4.Committees. The Committee shall annually review the membership of and annually recommend persons to serve as chairpersons and members of each committee of the Board. The Committee shall also review the continued appropriateness of existing committees and consider the addition of new committees. The Committee shall also make recommendations for chairpersons and members of any new committee established by the Board. 5.Affiliated Directors/Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board. 6.Shareholder Recommendations. The Committee shall consider shareholder recommendations for nominations to the Board of Directors. 7.Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees and Board diversity, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. Corporate Governance 1. The Committee shall evaluate annually the ability of each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as required based on the Committee’s evaluation. 2. The Committee shall evaluate whether a particular fund on which an Independent Trustee/Director serves is a competing mutual fund for purposes of the Policy Regarding Service on Competitive Boards. 3. The Committee shall review on an annual basis the total of each Director’s/Trustee’s investments in the Funds to monitor compliance with the Policy Regarding Mandatory Investment in the Funds by Trustees/Directors. 4. The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues. 5. The Committee shall oversee educational sessions of the meetings of the Board of Directors/Trustees and the purpose, content, organization and effectiveness of the orientation process for new members of the Board of Directors/Trustees. 6. At least annually, the Committee shall review the amount of compensation payable to the independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure. 7. The Committee shall monitor the performance of counsel for the independent Directors/Trustees. 8. The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees and shall review and respond, as appropriate, to shareholders who communicate with the Board of Directors/Trustees. Other Powers and Responsibilities 2. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees. 3. The Committee shall review annually the Board of Directors/Trustees Policies and Practices. 4. The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy. 5. The Committee shall conduct an annual performance evaluation of the Committee. 6. The Committee shall review the annual performance evaluation of the Board and report its findings and recommendations to the Committee of Independent Directors/Trustees. 7. The Committee shall review annually Director and Officer insurance matters and report its findings and recommendations to the Board. Table of Contents 9. The Committee shall, at least annually, review the Charter of the Committee of Independent Directors/Trustees and recommend any changes to the Committee of Independent Directors/Trustees. 10. In the event that Delaware Investments is considering a merger or other transaction and desires input from the Board of Directors/Trustees, the Committee shall respond to any such inquiries. 11. The Committee shall perform such other functions that shall be delegated to it from time to time by the Board. APPENDIX The following tableshowsthe dollar range of shares of the Funds and the aggregate dollar range of shares of the Delaware Investments® Family of Funds that are beneficially owned by each Trustee Nominee as of Table of Contents APPENDIX APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS APPENDIX G – AUDITOR INFORMATION The following table shows, for each Trust: Audit Affiliate Audit-Related Fees.The aggregate fees billed by Aggregate Non-Audit Fees.The aggregate non-audit fees billed by APPENDIX H The Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth below. AUDIT COMMITTEE OF THE PROCEDURES FOR ENGAGEMENT OF I.Objective These procedures (the “Procedures”) set forth the understanding of the Audit Committee of the Delaware Investments Family of Funds (the “Funds”) regarding the retention of the Funds’ independent auditors (the “Auditors”) to provide: (i) audit and permissible non-audit services to the Funds; (ii) non-audit services to the Funds’ investment advisers, and to any “control affiliates” (as defined below) of such investment advisers, that relate directly to the Funds’ operations or financial reporting; and (iii) certain other non-audit services to the Funds’ investment advisers and their control affiliates. The purpose of these Procedures is to ensure the Auditors’ independence and objectivity with respect to their audit services to the Funds. II.Approval Procedures A.Services provided to the Funds. The engagement of the Auditors to provide audit or non-audit services to the Funds (referred to herein as “Fund Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. The engagement of the Auditors to provide the Fund Services listed on Annex I-A hereto, which include services customarily required by one or more of the Funds in the ordinary course of their operations, is hereby approved by the Audit Committee. The engagement of the Auditors to provide any other Fund Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures. The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund Services B.Fund-related services provided to Adviser entities. The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser” is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as “Adviser entities”) for purposes of these Procedures. The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee. The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures. The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund-Related Adviser Services C.Certain other services provided to Adviser The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees. III.Internal Controls The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees that are required to be disclosed annually in compliance with Independence Standards Board No. 1. The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above. IV.Pre-Approval Process Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows: V.Scope of Procedures These Procedures shall apply to both direct and indirect engagements of the Auditors. Indirect engagements are situations where the Auditors are engaged by a service provider to a Fund or Adviser entity at an Adviser entity’s explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity). VI.Periodic Certification by Auditors In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures. VII.Amendments; Annual Approval by Audit Committee These Procedures may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the Auditors and DMC. These Procedures shall be reviewed and approved at least annually by the Audit Committee. Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of such approval. Initially Approved: December 15, 2005 ANNEX I-A Pre-Approved Fund Services ANNEX I-B Pre-Approved Fund-Related Adviser Services ANNEX II Delaware Management Business Delaware Distributors, L.P. Delaware Investments Fund Service Company Delaware Service Company, Inc. Retirement Financial Services, Inc. Jackson Square Partners, LLC APPENDIX 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. Business and Other Connections of the Investment Adviser. Delaware Management Company (the “Manager”), a series of Delaware Management Business Trust, serves as investment manager to the Registrant and also serves as investment manager or sub-advisor to certain of the other funds in the Delaware Investments® Funds (Delaware Group® Adviser Funds, Delaware Group Cash Reserve, Delaware Group Equity Funds I, Delaware Group Equity Funds II, Delaware Group Equity Funds IV, Delaware Group Equity Funds V, Delaware Group Foundation Funds, Delaware Group Global & International Funds, Delaware Group Government Fund, Delaware Group Income Funds, Delaware Group Limited-Term Government Funds, Delaware Group State Tax-Free Income Trust, Delaware Group Tax-Free Fund, Delaware Pooled® Trust, Delaware VIP® Trust, Voyageur Insured Funds, Voyageur Intermediate Tax Free Funds, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III, Voyageur Tax Free Funds, Delaware Investments Dividend and Income Fund, Inc., Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments National Municipal Income Fund, Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Enhanced Global Dividend and Income Fund) and the Optimum Fund Trust, as well as to certain non-affiliated registered investment companies. In addition, certain officers of the Manager also serve as trustees and/or officers of other Delaware Investments Funds and Optimum Fund Trust. A company indirectly owned by the Manager’s parent company acts as principal underwriter to the mutual funds in the Delaware Investments Funds (see Item 32 below) and another such company acts as the shareholder services, dividend disbursing, accounting servicing and transfer agent for all of the Delaware Investments Funds. Unless otherwise noted, the following persons serving as directors or officers of the Manager have held the following positions during the [Trust]’s past two fiscal years. Unless otherwise noted, the principal business address of the directors and officers of the Manager is 2005 Market Street, Philadelphia, PA 19103-7094. APPENDIX AS OF APPENDIX As of APPENDIX The following table shows, as of The undersigned hereby revokes all previous proxies for his/her shares and This proxy will be voted as instructed. If no specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof. NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. VOTING OPTIONS TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: Important Notice Regarding the Availability of Proxy Materials for the IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING. The undersigned hereby revokes all previous proxies for his/her shares and appoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters. The undersigned acknowledges receipt of the Notice of The Joint Special Meeting of Shareholders and of the accompanying Proxy Statement, which describes the matters to be considered and voted on. This proxy will be voted as instructed. If no specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof. NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. VOTING OPTIONS THE BOARDS RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ⬛ Not applicable Important Notice Regarding the Availability of Proxy Materials for the IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING. The undersigned hereby revokes all previous proxies for his/her shares and appoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters. The undersigned acknowledges receipt of the Notice of The Joint Special Meeting of Shareholders and of the accompanying Proxy Statement, which describes the matters to be considered and voted on. This proxy will be voted as instructed. If no specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof. NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. VOTING OPTIONS THE BOARDS RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ⬛ IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING. The undersigned hereby revokes all previous proxies for his/her shares and appoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters. The undersigned acknowledges receipt of the Notice of The Joint Special Meeting of Shareholders and of the accompanying Proxy Statement, which describes the matters to be considered and voted on. This proxy will be voted as instructed. If no specification is made for a proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Meeting or any adjournments or postponements thereof. NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. VOTING OPTIONS THE BOARDS RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ⬛ Important Notice Regarding the Availability of Proxy Materials for the IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING. PROXY-DEF 2/15(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Delaware Group® Cash Reserve
Delaware Group® Equity Funds I
Delaware Group® Equity Funds II
Delaware Group® Equity Funds IV
Delaware Group® Equity Funds V
Delaware Group Foundation Funds®
Delaware Group® Global & International Funds
Delaware Group® Government Fund
Delaware Group® Income Funds
Delaware Group® Limited-Term Government Funds
Delaware Group® State Tax-Free Income Trust
Delaware Group® Tax-Free Fund
Delaware Pooled® Trust
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1)(4) and 0-11. 1.1) Title of each class of securities to which transaction applies: 2. 2) Aggregate number of securities to which transaction applies: 1Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust3. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act ��Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): determined): 4. 4) Proposed maximum aggregate value of transaction: 5. 5) Total fee paid: [ ] Fee paid previously with preliminary proxy materials. materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Formform or Scheduleschedule and the date of its filing.1) Amount Previously Paid:____________________________________________________________previously paid:2) 2) Form, Schedule or Registration Statement No.: ____________________________________________________________3) Filing Party:____________________________________________________________4) 3) Filing Party: 4) Date Filed: ____________________________________________________________
®®FAMILY OF FUNDSDelaware Group® Adviser Funds Delaware Group®State Tax-Free Income Trust Delaware Group® Cash Reserve Delaware Group®Tax-Free Fund Delaware Group® Equity Funds I Delaware Pooled® Trust Delaware Group®Equity Funds II Delaware Group® ®Adviser FundsDelaware Group Limited-Term Government Funds Delaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds I Delaware Group Tax-Free Fund Delaware Group Equity Funds II Delaware Group Tax-Free Money Fund Delaware Group Equity Funds III Delaware Pooled®Trust1Delaware Group Equity Funds IVVoyageur Insured Funds Delaware Group®Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation Funds® ®FundsVoyageur Mutual Funds Delaware Group®Global & International Funds Voyageur Mutual Funds II International Funds Delaware Group®Government Fund Voyageur Mutual Funds III Delaware Group®Income Funds Voyageur Tax Free Funds Delaware Group®Limited-Term Government Funds special meeting (the “Meeting”) of shareholders of the Delaware Investments® funds mentionedlisted above (theas well as Delaware VIP® Trust (collectively, the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 2126stthFloor, Philadelphia, Pennsylvania 19103, on November 12, 2009,March 31, 2015 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. 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.Trustees,The trustees of the Boards (each, a “Trustee” and collectively, the “Trustees”), all but one of whom are not affiliated with Delaware Investments®, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the best interests of shareholders.Q&Aoverview is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed Proxy Statement.1 Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust.Inc. (“Computershare”), the Fund’sFunds’ proxy solicitor, at 877 520-8548.800 337-3503. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for your participation in this important initiative./s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive OfficerSPECIAL MEETING OF SHAREHOLDERSTo be held on November 12, 2009TO BE HELD ON MARCH 31, 2015Delaware Group® Adviser Funds Delaware Group®State Tax-Free Income Trust Delaware Group® Cash Reserve Delaware Group®Tax-Free Fund Delaware Group® Equity Funds I Delaware Pooled® Trust Delaware Group®Equity Funds II Delaware Group® ®Adviser FundsDelaware Group Limited-Term Government Funds Delaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds I Delaware Group Tax-Free Fund Delaware Group Equity Funds II Delaware Group Tax-Free Money Fund Delaware Group Equity Funds III Delaware Pooled®Trust1Delaware Group Equity Funds IVVoyageur Insured Funds Delaware Group®Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation Funds® ®FundsVoyageur Mutual Funds Delaware Group®Global & International Funds Voyageur Mutual Funds II International Funds Delaware Group®Government Fund Voyageur Mutual Funds III Delaware Group®Income Funds Voyageur Tax Free Funds Delaware Group®Limited-Term Government Funds special meeting (the “Meeting”) of shareholders of the open-end registered investment companies listed above as well as Delaware VIP® Trust (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 Market Street, 21st26th Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009,March 31, 2015 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:1. 1 . To elect aTrustees to the Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees all of whom are presently members of the Boards, are:Thomas L. Bennett Lucinda S. Landreth Ann R. Leven BorowiecFrances A. Sevilla-Sacasa Joseph W. Chow Thomas K. Whitford Patrick P. Coyne Thomas F. Madison Janet L. YeomansJohn A. Fry Janet L. Yeomans Anthony D. Knerr J. Richard Zecher Lucinda S. Landreth 2. 2 . To approve the implementation of a new investment advisory agreement“manager of managers” order for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”).3 . To revise the fundamental investment restriction relating to lending for each Fund. 4 . To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve® Fund, a series of Delaware Group®Cash Reserve. 5 (a). To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. (b). To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. (c). To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. September 18, 2009January 22, 2015 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(s) by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet. Your vote is important./s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive Officer1 Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust.[September 21], 2009February 4, 2015card,card(s), sign, it, and return it (them) in the enclosed envelope, which requires no postage if mailed fromwithin the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement.SOME SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE FUND AND MAYWILL 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.1APPENDIX H -– PRE-APPROVAL POLICIES AND PROCEDURESH-151APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTSI-1APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATESOF APPROVALS; FEESJ-1APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC ANDAFFILIATESK-1APPENDIX LI – TRUSTEES AND OFFICERS OF DMCL-158APPENDIX MJ – NUMBER OF SHARES OF EACH
FUND OUTSTANDING AS70 OF JULY 31, 2009APPENDIX K – 1% SHARE OWNERSHIPM-175APPENDIX L – 5% SHARE OWNERSHIP 76 2005 Market Street
Philadelphia, PA 19103
JOINT PROXY STATEMENT
DATED FEBRUARY 3, 2015Delaware Group® Adviser Funds Delaware Group®State Tax-Free Income Trust Delaware Group® Cash Reserve Delaware Group®Tax-Free Fund Delaware Group® Equity Funds I Delaware Pooled® Trust Delaware Group®Equity Funds II APPENDIX N — 1% SHARE OWNERSHIPDelaware Group®Equity Funds IVN-1Voyageur Insured FundsDelaware Group®Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation Funds® Voyageur Mutual Funds Delaware Group®Global & Voyageur Mutual Funds II International Funds APPENDIX O — 5% SHARE OWNERSHIPDelaware Group®Government FundO-1Voyageur Mutual Funds III2DELAWARE INVESTMENTS®FAMILY OF FUNDSJOINT PROXY STATEMENTDated September[21], 2009Delaware Group®Income Funds Voyageur Tax Free Funds Delaware Group®Limited-Term Delaware Group®Adviser Government FundsDelaware Group Limited-Term Government Funds Delaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds I Delaware Group Tax-Free Fund Delaware Group Equity Funds II Delaware Group Tax-Free Money Fund Delaware Group Equity Funds III Delaware Pooled®Trust1Delaware Group Equity Funds IV Voyageur Insured Funds Delaware Group Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation®FundsVoyageur Mutual Funds Delaware Group Global & International Funds Voyageur Mutual Funds II Delaware Group Government Fund Voyageur Mutual Funds III Delaware Group Income Funds Voyageur Tax Free Funds Important notice regarding the availability of proxy materials for the shareholder meetingto be held on November 12, 2009: this proxy statement is available at www. delawareinvestments.com.Joint Special Meetingjoint meeting of Shareholdersshareholders (the “Meeting”) of the registered open-end management investment companies listed above along with Delaware VIP® Trust (each, a “Trust” and collectively, the “Trusts”), along with other funds 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 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 (each, a “Proposal” and collectively, the “Proposals”), each of which is described more fully below:Proposal Who votes on the proposal?Proposal?of all Funds of such Trust voting collectively. 2. investment “manager of managers” order.advisory agreement for each Fund. from shareholders of each other Fund. Proposal Who votes on the Proposal? (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.1 Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust.321st26th Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009,March 31, 2015 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], 2009.February 16, 2015.new advisory agreement,Proposals, 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.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: AccountShareholder Services, P.O. Box 219691, Kansas City, MO 64121-96919876, Providence, RI 02940-8076 by regular mail or 430 W. 7th Street, Kansas City, MO 641054400 Computer Drive, Westborough, MA 01581-1722 by overnight courier service. Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ website at delawareinvestments.com.1. To elect a Board of Trustees. 2. To approve the implementation of a new “manager of managers” order. 3. To revise the fundamental investment restriction relating to lending. 4. To revise the fundamental concentration restriction to remove the reference to banking instruments (for Delaware Cash Reserve® Fund shareholders only). 5. (a) To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares. (b) To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. (c) To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies. of each Trust are being asked to elect nine Trustees (together, theten trustees (the “Trustee Nominees”) to the Boards. AllBoard of the Trustee Nominees are currently members of the Boards.each Trust.manager,advisor, the distributor, and others who perform services for the Trust. Each Trust has a Board is comprised of the same Trustees,trustees, and each Trust isall of the Trusts are served by the same Officers.officers.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, allNine of the Trustee Nominees standing for election are currentlypresently members of the Boards. The nine Trustee Nominees areBoards: Thomas L. Bennett, Joseph W. Chow, Patrick P. Coyne, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven,Frances A. Sevilla-Sacasa, Thomas F. Madison,K. Whitford, Janet L. Yeomans, and J. Richard Zecher. Ann Borowiec has not previously served as a Trustee for the Trusts. Prior to her recent retirement, Ms. Borowiec served as Chief Executive Officer of Private Wealth Management at J.P. Morgan Chase & Company.4nine Board members, eightmembers. Nine of whomthe ten Trustee Nominees are not “interested persons” of the Trusts, as that term is defined in the 1940 Act (together, the “Independent Trustees”). Only Mr. Coyne is deemed to be an “Interested Trustee” of the Trusts, because he is an executive officer of the Funds’ investment adviser.advisor, Delaware Management Company (“DMC” or the “Manager”). Appendix B includescontains a listdescription of the Trustees with certain background of the Trustee Nominees and related information.qualified, or until his or her earlier death, resignation, or removal. Eachqualified: The Trustee Nominee currently isNominees are available to serve and hashave consented to serve if elected. If any of thea Trustee NomineesNominee should become unavailable to serve before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated as Trustees. Ann R. Leven serves as Coordinating Trustee for each Trust. Although Mr. Coyne,by the Chairman, President, and CEO of the Funds’ investment adviser, currently serves as a Trustee, he is standing for election by Fund shareholders for the first time. Mr. Coyne was appointed to the Boards in 2006, and was recommended for appointment to the Boards by theBoard’s Nominating and Corporate Governance Committee which consists solely of Independentas Trustees.Nomineesnominees for Trustee Selected?selected? 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. LevenChairperson; Thomas L. Bennett, Coordinating Director/Trustee (ex officio),; Janet L. Yeomans; Thomas K. Whitford; and Frances A. Sevilla-Sacasa, all of whom are Independent Trustees. Each Trust’sBoard’s Nominating and Corporate Governance Committee held fivesix meetings during the 12-month period ended June 30, 2009.December 31, 2014. Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, a copy of which is attached as Appendix DC to this Proxy Statement.September 3, 2009,October 21, 2014 and November 19, 2014 to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and their independence from the Funds’ investment adviseradvisor and its affiliates and other affiliates and principalFund service providers, as well as such other information as the Committeecommittee deemed relevant to theirits considerations. The Nominating and Corporate Governance Committee recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on September 3, 2009,December 23, 2014, the Independent Trustees and the full Board selected and nominated the Trustee Nominees for election by the shareholders of each Trust.5Often 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.December 31, 2014. 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 adviseradvisor 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 eachthe Trustee NomineeNominees as of June 30, 2009.October 31, 2014.FE shows the amount of compensation that each Independent Trustee received from each Trust during the 12-month period ended June 30, 2009,December 31, 2014 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 form the Trusts for the meetings held in connection with their review of the transaction described under Proposal 2 below.Principal Officersprincipal officers of the Trust?Trusts?C to this Proxy StatementF 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.Standing Committeesstanding committees of the Board?Boards?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 consists of the following Independent Trustees: Thomas F. Madison, Chairman; ThomasJoseph W. Chow, Chairperson; Lucinda S. Landreth; Janet L. Bennett; JohnYeomans; and Frances A. Fry;and J. Richard Zecher.Sevilla-Sacasa. Each Trust’s Audit Committee held six meetings during the 12-month period ended June 30, 2009.December 31, 2014.6Nomineesnominees for Trustee Selected?selected?”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.December 31, 2014.purposespurpose of the Investments Committee areis to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds by their investment adviseradvisor as well as any sub-advisers;sub-advisors; (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 alladviseradvisor regarding investment performance and expenses, and suggest changes to such reports. Each Board’s Investments Committee consists of the following Independent Trustees: ThomasJ. Richard Zecher, Chairperson; Janet L. Bennett, Chairman; Anthony D. Knerr;Yeomans; Joseph W. Chow; Lucinda S. Landreth; Ann R. Leven (ex officio); Janet L. Yeomans; and J. Richard Zecher.Thomas K. Whitford. Each Investments Committee held fourfive meetings during the 12-month period ended June 30, 2009.December 31, 2014.Independent Auditors?independent auditors?AuditorsAuditors.. For each Trust, the Audit Committee and the Board have selected the firm of Ernst & YoungPricewaterhouseCoopers LLP (“E&Y”PwC”) to serve as the Funds’ independent registered public accounting firm. Representatives of E&YPwC are not expected to be present at the Meeting, but will be available to answer any questions ortelephonically if otherwise necessary.FeesFees.. Appendix G shows for each Trust the aggregate fees billed for each Trust for each of the last two fiscal years for professional services rendered by E&YPwC 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&YPwC in connection with statutory and regulatory filings or engagements for those fiscal years.E&YPwC 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&YPwC for providing such services to the Funds’ investment adviseradvisor or other service providers that are under common control with the Funds’ investment adviser. These services included 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.advisor.FeesFees.. Appendix G also shows for each Trust the aggregate fees billed for each Trust in each of the last two fiscal years for professional services rendered by E&YPwC 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 such7services 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. PwC did not during any Trust’s last two fiscal years provide any such services to the Funds’ investment advisor or other service providers under common control with the Funds’ investment advisor.FeesFees.. Appendix G also shows, for each Trust’s last two fiscal years, the aggregate non-audit fees billed by E&YPwC for services rendered to the Trust, its investment adviser,advisor, and any entity controlling, controlled by, or under common control with its investment adviseradvisor that provides ongoing services to the Trust.adviser,advisor, and any entity controlling, controlled by, or under common control with the Trust’s investment adviseradvisor that provides ongoing services to the Trust, is compatible with maintaining the independence of E&Y.PwC. The Audit Committee has determined that E&Y’sPwC’s provision of these services is compatible with maintaining E&Y’sPwC’s independence. E&Y currently is analyzing whether its independence will be affected after the transaction described in Proposal 2 as a result of services provided by E&Y to Macquarie Group Limited and its affiliates.toby the Funds’ investment adviseradvisor or other service providers under common control with the Funds’ investment adviseradvisor during such Trust’s last two fiscal years for products and services provided by E&Y,PwC, other than the services reported above.above except for audit fees paid by DMC, Delaware Service Company (“DSC”), and Delaware Distributors, L.P. of $357,000 and $391,000 for the years ended March 31, 2013 and March 31, 2014, respectively. In addition, PWC provided a compensation study at the request of the Boards of Trustees for a total cost of $55,000.ProceduresProcedures.. Each Trust’s The Audit Committee has adopted Pre-Approval Policies and Procedures for each Trust, which are set forth in Appendix H to this Proxy Statement. All of the fees disclosed above and in Appendix G were pre-approved pursuant to the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve any of the services described above pursuant to thede minimisexceptions set forth in Rule 2-01(c)(7)(1)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.Required Voterequired vote to Electelect Trustees?“Quorum”Quorum requirements (as defined below in “Voting Information”)for a Trust have been satisfied, theeach Trustee NomineesNominee will be elected to the Board of eachthat 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 Nomineesten individuals receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.8THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
TRUSTEE NOMINEES UNDER PROPOSAL 1.TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENTMANAGER OF MANAGERS RELIEFyou are being askedrelates to approvea type of exemptive relief granted by the U.S. Securities and Exchange Commission (“SEC”), known as a “manager of managers” order, that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement. Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required to hire a new sub-advisor or to change certain material terms of a sub-advisory agreement.advisory agreement between your Fundadvisor and board of trustees would have the ability to replace the sub-advisor quickly under the terms of the manager of managers order, helping to mitigate any detrimental impact to the fund.) (each, a “New Investment Advisory Agreement”). DMC currently serves as investment adviser for each Fund, but, for or the reasons discussed below, a new investment advisory agreement will be required if“Manager”), with the Transaction is completed. For a general descriptionapproval of the proposed New Investment Advisory AgreementsBoard, to appoint 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 included 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 New Investment Advisory Agreements because the Current Investment Advisory Agreements will terminate upon completion of the Transaction, which is defined and discussed below. 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 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. While 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) is terminated, the New Investment Advisory Agreements will not go into effect and the Current Investment Advisory Agreements will continue in effect.Description of the Transaction Lincoln National Corporation (“LNC”) and its indirect, wholly-owned subsidiary, Lincoln National Investment Companies, Inc. (“LNIC”) entered into a definitive agreement (the “Transaction Agreement”), dated as of August 18, 2009, with Macquarie Bank Limited, whereby LNIC will sell all of the capital stock of Delaware Management Holdings, Inc. (“DMHI”) to Macquarie Bank Limited (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 providerreplace unaffiliated sub-advisors for the Funds, enter into sub-advisory agreementsDelaware Distributors, L.P. (“DDLP”), the principal underwriter formaterially amend and terminate such sub-advisory agreements on behalf of the Funds. DMHIThe Current MOM Order does not apply to sub-advisors that are affiliated with DMC. The Funds formed since the 2005 complex-wide shareholder meeting are covered by the Current MOM Order granted in 2006.various affiliatesparent company without seeking shareholder approval. The conditions of these recent exemptive orders are sometimes referred to hereinmaterially the same as “Delaware Investments.”the Funds’ Current MOM Order.Limited and its various subsidiaries (including Macquarie Bank Limited)Limited’s acquisition of Delaware Investments in 2010 expanded the number of DMC affiliates that are referredinvestment managers which may be able to herein as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited to pay LNC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, such amount subject to certain specified closing adjustments9at and after the Closing. As noted above, the Closing is currently expected to take place on or about December 31, 2009. The Closing is subjectprovide services to the satisfactionFunds. The ability to hire these affiliated sub-advisors without the need for shareholder approval would benefit the Funds by providing them with efficient and timely access to world-class asset managers from within the broader Macquarie organization. In the future, there may be other opportunities for a Fund to hire a sub-advisor that is an indirect or waiverdirect wholly owned affiliate of customary closing conditions, including (i) annualized advisory fees payableDMC.DMC by all clients that have consentedrecommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Board believes would benefit the Funds and their shareholders.assignment of their advisory agreements or approved a new advisory agreement (including the Trusts) not being less than 75% of annualized advisory fees payableNew MOM Order related to DMC as of April 30, 2009both affiliated 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 a subsidiary of DMHI. Delaware Investments is the marketing name for DMHI and its subsidiaries. DMC is 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 affiliates 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, 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 a 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 estateunaffiliated sub-advisors, 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 billionto the Current MOM Order related to unaffiliated sub-advisors only, both 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.10Australian Banking Regulations requiredescribed in the following disclaimerintroduction to be made:Investments inthis Proposal. In the event that the Funds are not andable to obtain exemptive relief under the New MOM Order that includes affiliated sub-advisors, approval of Proposal 2 by The International Equity Portfolio’s shareholders will not be deposits with or liabilitieshave the effect of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies including their subsidiaries or related companies, and are subjectpermitting the Portfolio to investment risk, 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 focusrely on the advisory segmentmulti-manager structure under the Current MOM Order. Having the New MOM Order or the Current MOM Order apply to The International Equity Portfolio It is currently anticipated that following the closing of the Transaction, DMHI,would enable DMC DDLP, and DSC will continue to operate with greater efficiency and the Funds will continue to operate, and the Delaware brand will remain with the business. Upon completion of the Transaction, the combined assets under management of Macquarie Group and DMHI and their affiliates 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 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’s 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 meetings held on September 3, 2009, and for the reasons discussed below (see “Board Considerations in Approving the New Investment Advisory Agreements” below), each Board, including a majority of its 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 to be in the best interests of the Fund and its shareholders, including entering into an interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act.11The New Investment Advisory Agreements Each Fund’s New Investment Advisory Agreement will be substantially similar to its Current Investment Advisory Agreement. Appendix I includes a form of the New Investment Advisory Agreement. A discussion of the basis for a Board’s approval 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.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 waivers 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 waivers 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 sellflexibility on behalf of the Fund; (ii) effectPortfolio and avoid the purchaseexpense and saledelays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements.those investmentsshares that must be present in furtheranceorder to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the Fund’s objectives and policies; and (iii) furnishshares of that Trust or Fund that are entitled to vote at the BoardMeeting, present in person or represented by proxy.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 servicesrespect to a particular 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, 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 a12sub-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.Payment of Expenses.The provisions contained in each Fund’s New Investment Advisory Agreement addressing allocation of expenses is 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’ 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 expensesTrust, Proposal 2 must be 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. Directors, officers, and employees of DMC may be Trustees and officers of the Trusts, but directors, 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 may share facilities common to each Fund, 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 terminate two years from the date of implementation, and will continue in effect from year to year if its continuance 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(defined below) vote of the outstanding voting securities for each Fund. The approval of theProposal 2 by one Fund and (ii) the vote of a majority of13the Independent Trustees cast in person at a meeting called for the purpose of votingis not contingent on the approval. The Current Investment Advisory Agreements have similar provisions for their term and continuance, although the initial datesapproval of the Agreements differ. The initial two year period has elapsed for most of the Current Investment Advisory Agreements. Each of the Current Investment Advisory Agreements was most recently approvedProposal 2 by each Fund’s Board in May 2009.any other Fund.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.FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTEEach Fund’s New Investment Advisory Agreement generally provides that the Agreement may be terminated at any time, without the paymentFOR PROPOSAL 2.
RESTRICTION RELATING TO LENDING 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 terminateand in their current form, the event of its “assignment” (as definedrestrictions prohibit certain lending activities that are otherwise permissible for the Funds, including interfund borrowing and lending (which would in addition require exemptive relief from the 1940 Act)SEC). The Current Investment Advisory Agreements contain similar termination provisions.proposed changes to the restriction related to loans expand the scope of lending activities that the Funds could engage in, enabling the Funds to accommodate industry and market developments, as well as providing additional liquidity resources.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 ofUnder the 1940 Act, eachfundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the fundamental investment restriction related to lending are shown below:Current Language Proposed Language New Investment Advisory Agreement provides that it may not be amended withoutassets in a shareholder vote and a vote of the Independent Trustees, but that itchanging investment environment may be amended without shareholder approval ifenhanced by modifying and modernizing unnecessarily restrictive or outdated fundamental investment restrictions. The proposed changes to the amendment relates solelyfundamental investment restriction related 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.loans will provide greater investment management flexibility to respond to market, industry, regulatory, or technical innovations.Other Changes.Each Fund’s New Investment Advisory Agreement conformsIn addition, the Current Investment Advisory Agreement with currently applicable laws and regulations and includes a number of minor wordingproposed changes that clarify non-material ambiguitiesto the restriction would permit the Funds to engage in the Current Investment Advisory Agreement.Additional Information about DMC Appendix L 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 following Trustee Nominee and executive officers of the Trusts may receive a portion of the consideration described above as a result of the accelerated vesting of equity interests (the “Equity Interests”) in Delaware14Investments U.S., Inc. (“DIUS”), a subsidiary of DMHI and indirect parent of DMC, brought about by the Transaction: Patrick P. Coyne ____%; Michael J. Hogan ____%; See Yeng Quek ____%; Brian L. Murray, Jr. ____%; David P. O’Connor ____%; and Richard Salus ____%. ____%. See Appendix L 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 backinterfund lending, subject to DIUS or called by DIUS not later than thirteen months following the closing of the Transaction. The holders of the Equity Interests will only obtain a portion of the consideration described above if they put their vested Equity Interests back to DIUS or their Equity Interests is 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.Board Considerations in Approving the New Investment Advisory Agreements At an in-person meeting held on September 3, 2009, the Boards, including the Independent Trustees, discussed and unanimously approved the New Investment Advisory Agreement between each Fund and DMC. Concluding thatSEC approval of the New Investment Advisory Agreement would be in the best interests of each Fund and its shareholders, the Boards also directed that each New Investment Advisory Agreement be submitted to the applicable Fund shareholders for approval, and recommended that shareholders vote “FOR” approval of each New Investment Advisory Agreement. Prior to their approval of the New Investment Advisory Agreement between each Fund and DMC, pursuant to letters from their independent legal counsel addressed to Macquarie Group and DMC, the 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 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 on four occasions during the months preceding the Board’s in-person meeting. 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 such New Investment Advisory Agreements. 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.15 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 Trustees that there will be no adversechanges in the nature, quality, or extent of services currently provided to the Funds andtheir shareholders, including investment management, distribution, or other shareholderservices.No material changes in personnel or operations are contemplated in the operation ofDMC under Macquarie Group as a result of the Transaction and no material changes arecurrently contemplated in connection with third party service providers to the Funds.Macquarie Group has no present intention to cause DMC to alter the voluntary expensewaivers and reimbursements currently in effect for the Funds and, therefore, the advisoryand administrative fees would not increase by virtue of the Transaction or the NewAdvisory Agreements.Under the Transaction Agreement, Macquarie Group has agreed to conduct, and usereasonable best efforts to cause its affiliates to conduct, their respective businesses incompliance with the conditions of Section 15(f) of the 1940 Act with respect to theFunds, including maintaining Board composition of at least 75% of the Board membersqualifying as Independent Trustees and not imposing any “unfair burden” on the Fundsfor 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 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 the New Advisory Agreements, including the proposed advisory fee and the related administration arrangements between the Funds 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’s existing distribution channels as well as the strengthening of DelawareInvestments’ distribution capabilities through the acquisition of an exclusive wholesalingsales force from LNC.The reputation, financial strength, and resources of Macquarie Group as well as itshistoric and ongoing commitment to the asset management business in Australia as wellas other parts of the world.The terms and conditions of the New Investment Advisory Agreements, including thateach Fund’s total fees will not increase as a result of the New Investment AdvisoryAgreements, but rather will remain the same. (See “The New Investment AdvisoryAgreements” above).16At its in-person meeting in May 2009, each Board had performed a full annual review of,or initially approved, the Current Investment Advisory Agreement as required by the1940 Act and determined that DMC has the capabilities, resources, and personnelnecessary to provide the advisory and administrative services currently provided to eachFund. Each Board also determined that the advisory and/or management fees paid byeach Fund, taking into account any applicable fee waivers and breakpoints, representreasonable compensation to DMC in light of the services provided, the costs to DMC ofproviding those services, economies of scale, and the fees and other expenses paid bysimilar funds (including information provided by Lipper Inc. (“Lipper”, an independentstatistical compilation organization) and such other matters that the Boards consideredrelevant in the exercise of their reasonable judgment.The portfolio management teams for the Funds would not change as a result of theTransaction.LNC and Macquarie Group executed an agreement with the Trusts pursuant towhich LNC and Macquarie Group have agreed to pay all expenses of the Funds inconnection with the Boards’ consideration of the Transaction, the New InvestmentAdvisory Agreements and related agreements, and all costs related to this proxysolicitation. 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 that certain information 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.The likelihood that Macquarie Group would invest in DMC, resulting in potentialbenefits to the Funds and the shareholders, including the possibility of increased assetsunder management whichexemptive application. Interfund lending would allow some Funds the potential opportunity to achieve economies ofscale and lower fees.The compliance and regulatory history of Macquarie Group and its affiliates. Certain of these considerations are discussed in more detail below. In making its decision relating to the approval of each Fund’s New Investment Advisory Agreement, the Independent Trustees gave attention to all information furnished, however, the following discussion identifies the primary factors taken into account by the Trustees in approving the New Investment Advisory Agreements.Nature, Extent, and Quality of Service. The Trustees considered the services historically provided by DMC to the Funds and their shareholders. In reviewing the nature, extent, and quality of services, the Boards considered that the New Investment Advisory Agreements will be substantially similar to the Current Investment Advisory Agreements (as discussed under "The New Investment Advisory Agreements"), and 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; 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; 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 research17and 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”). The Board routinely reviews and has 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’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 into temporarily lend cash to another Delaware Investments Fund, withoutsubject to certain requirements. An interfund borrowing and lending program may provide the opportunity for a sales charge,borrowing fund to reinvest Fund dividends into additional sharespay a lower interest rate than would be typically available fromFunds, andsale of portfolio securities. For example, interfund lending could provide a borrowing fund with significant savings at a time when the privilege to combine holdings in other Funds to obtain a reduced sales charge. For the foregoing reasons, the Boards were satisfied with the nature, extent, and qualitycash position of the overall services provided by DMC.Investment Performance.The Trustees considered the overall investment performance of DMC and the Funds. The Trustees placed significant emphasis on the investment performance of the Fundsborrowing fund is insufficient to meet temporary cash requirements in view of its importance to shareholders. Although the Trustees give appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to the approval of the Current Investment Advisory Agreements at the in-person meeting in May 2009. At that meeting, the Trustees reviewed Lipper reports prepared for each Fund showing the investment performance in comparison to a group of funds selected by Lipper as being similar to such Fund (the “Performance Universe”). A fund with the best performance ranked first,situations where shareholder redemptions exceed expected volumes and a fund with the poorest, ranked last. The highest/best performing 25% of funds in the Performance Universe make up the first quartile; the next 25% make up the second quartile; the next 25% make up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe make up the fourth quartile. Comparative annualized performance for each Fund was shown for the past 1-, 3 , 5-, and 10-year periods. The Boards’ objective was that each Fund’s performance for the periods considered be at or above the median of its Performance Universe.has insufficient cash on hand to satisfy such redemptions. 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 compared to the information presented at the May 2008 meeting. At their meeting on September 3, 2009, the Trustees examined the investment performance of all of the funds in the Delaware Investments Family of Funds and compared the 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 ofIf the Funds for such time periods ended December 31, 2008. As of June 30, 2009, 29 ofreceive shareholder approval to amend the funds in the Delaware Investments Family of Funds hadfundamental investment performance relative to that of the respective peer groups that was as good as or better than the corresponding relative investment performance at December 31, 2008 for all four time periods. At June 30, 2009, an additional 9 funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was better than the corresponding relative investment performance at December 31, 2008 for three of the four time periods. At June 30, 2009, 19 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was approximately the same as that of the corresponding relative performance at December 31, 2008 and only 22 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, therefore, concluded that 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 groups since the data reviewed at the May 2009 meeting. The Trustees also noted that the proposed continuity of DMC’s operations after the Transaction would be expected to mitigate any adverse impact on Fund performance arising from the Transaction.Comparative Expenses. 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 Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the18contractual 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. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees also considered fees paid to Delaware Investments for non-management services. The Trustees' objective was for each Fund’s total expense ratio to be competitive with that of the Expense Group. At the September 3, 2009 meeting, the Boards noted that the more recent comparative expenses for the Funds remained consistent with the previous review in May 2009. The Boards were assured that there was no current intention to change DMC’s existing voluntary expense waivers and reimbursement policy as a result of the Transaction, and that, consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the closing of the Transaction.Management Profitability. The Boards once again considered the level of profits realized by DMC in connection with the operation of the Funds. The Boards previously considered the level of profits realized by DMC in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed the Investment Management Profitability Analysis addressing 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, reflect 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, to meet additional regulatory and compliance requirements resulting from recent industry-wide SEC initiatives and 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. The Boards found that the management fees 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. 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. 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 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 economies of scale given Macquarie Group’s limited presence in the U.S. mutual fund market. Nonetheless, the Trustees believed that additional economies of scale could potentially be achieved in the future if DMC were owned19by 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;restriction, as well as any constraints or limitations onexemptive relief from the availabilitySEC, the Funds may revise their existing credit facility with a consortium 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 conditionsbanks for the closing of the Transaction, including the requirementscredit line to allow for obtaining consents to the change in control from DMC’s advisory clients, such as the Funds. The Trustees were told that DMC would continue to manage LNC’s general account assets. The Trustees also considered the representations, warranties,interfund lending.covenants made by the parties to the Transaction, including those related Section 15(f) of the 1940 Act.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 response to the Trustees’ request), the Trustees considered Macquarie Group’s projections of Delaware Investments’ capitalization following the Transaction and Delaware Investments’ ability to continue to provide the same level and quality of services to the Funds. The Trustees noted that there would be a transition period during which some services previously provided by LNC to Delaware Investments would be provided by Macquarie Group after the Closing. 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 be no significant change to the executive, administrative, investment or support staff of Delaware Investments. Macquarie Group described the proposed harmonization of the compensation system in use at Delaware Investments with the compensation plan used by Macquarie Group,20including short-term and long-term incentive compensation and equity interests for executive officers and investment personnel as well as support staff. Macquarie Group described its current intention to enhance certain administrative and operation areas of DMC following the Transaction, including information technology, product management, and risk management. The Trustees also considered Macquarie Group’s support for Delaware Investments’ plans for Fund distribution by transferring wholesalers from Lincoln Financial Distributors, LNC’s retail distributor, to Delaware Investments and Macquarie Group’s intention to leave the Funds’ other service providers in place. Noting that asset management is 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 representation that the acquisition of DMC is an important component of this strategic growth and the establishment of a significant presence in the United States. As a subsidiary of an Australian bank, Delaware Investments would be subject to certain Australian bank regulations following the Transaction. The Boards reviewed material supplied by Macquarie Group describing the new requirements to which Delaware Investments would be subject, including those related to disclosure, fund holdings, affiliated transactions, advisory agreements, and fee waivers. The Boards further considered certain exemptive relief that had been provided to Macquarie Group by the Australian bank regulator in anticipation of the Transaction as well as the nature of future relief that may be required. Macquarie Group represented, and the Boards concurred, 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 to provide voluntary expense waivers and reimbursements to the Funds or to contribute appropriate levels of seed capital to new Funds. The Trustees noted that DMC has placed brokerage transactions with a broker-dealer affiliate of Macquarie Group and received research in connection with those transactions. In addition, certain other Macquarie Group affiliates participate as underwriters for securities offerings outside of the United States. The Boards determined to regularly monitor 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.Conclusion. The Independent Trustees of each Fund 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’ peer group; that the advisory fee 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, that Macquarie presently intended to continue such waivers. 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.21 ToA “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.the New Investment Advisory Agreement forin that FundTrust, Proposal 3 must be approved by a 1940 Act Majority vote of the Fund’s outstanding voting securities. securities of the Fund.Fund’s New Investment Advisory AgreementFund is not contingent on the approval of Proposal 3 by 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 theProposal 3 is not approved by shareholders of a Fund, do not approve the Fund’s New Investment Advisory Agreement, the Board of such Fundcurrent fundamental investment limitation regarding making loans will consider other possible courses of actionremain in effect for thethat Fund.
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR PROPOSAL 3.
RESTRICTION RELATED TO CONCENTRATION
(DELAWARE CASH RESERVE® FUND ONLY)Current Language Proposed Language
1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry; provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in certificates of deposit. In addition, the Fund may concentrate its investments in bankers’ acceptances of banks with more than one billion dollars in assets or banking holding companies whose securities are rated A-2 or better by Standard & Poor’s Financial Services LLC or P-2 or better by Moody’s Investors Service, Inc.
1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry or group of industries; provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in bank instruments.
DELAWARE GROUP® CASH RESERVE UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR PROPOSAL 4.
FUND CHARTER DOCUMENTSCurrent Language Proposed Language Current Language Proposed Language
EACH FUNDTRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THEAPPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.PROPOSALS 5(A) THROUGH (C).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.22More Information about the FundsTransfer 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-23Chester 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.September 18, 2009January 22, 2015 (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 or any reconvened Meeting following an adjournment, the Meeting or reconvened Meeting may be adjourned for that Fund or for that Proposal, and the Fund may also call the vote on some Proposals but adjourn with regard to other Proposals, to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy 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 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 indicatingthat vote on matters for which they have discretionary authority to vote (“discretionary items,” e.g., the election of trustees), but also indicate that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote. This generally occurs only when there is another mattervote (“non-discretionary items,” e.g., changes to fundamental investment restrictions). Because the Meeting has both discretionary and non-discretionary items on the agenda, the Funds anticipate receiving broker non-votes. Abstentions and broker non-votes are considered as shares present at the meeting for whichMeeting but are not considered votes cast. As a result, abstentions and broker non-votes will have the brokerssame effect as a vote “Against” the Proposals requiring a “1940 Act Majority,” but will have no effect on Proposals requiring a plurality or nominees do have discretionary authority to vote, such as Proposal 1.majority of votes cast.all the Trustee Nominees in Proposal 1 and “For” Proposal 2.for Proposals 2–5. 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.24 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. A subsequent proxy before your original proxy is voted, electronically or otherwise, will supersede your prior proxy. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy and, ifproxy. If you wish to vote in-personin person at the Meeting, you must obtain a legal proxy from your broker of record and present it at the Meeting.Because this is a Special Meeting, theThe 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.MJ shows as of July 31, 2009,January 22, 2015, as to each class of voting securities of the Funds, the number of shares outstanding.Requirement?requirement?(33 1/3%(33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy. Please refer to each Proposal for the applicable voting standard. Any out-of-pocket costsEach Fund will bear its proportionate cost of the proxy preparation, mailing and expenses incurred bysolicitation. Costs will generally be allocated across the Funds relatedaccording to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in connection with the Meeting, will not be borne by the Funds. Macquarie Group and LNC have agreed to bear any such costs and expenses equally as provided in the Transaction Agreement.assets under management. 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.$5.9 million. 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.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 incurred25in connection with such proxy solicitation will be shared equally by LNC and Macquarie Group 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.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 Attention: Shareholder Services, P.O. Box 219691, Kansas City, MO 64121-9691,9876, Providence, RI 02940-8076, by overnight courier service to 430 W. 7th Street, Kansas City, MO 64105,4400 Computer Drive, Westborough, MA 01581-1722, or by calling toll-free 1-800-523-1918.800 523-1918.Trust’sTrust’s proxy statement and form of proxy for a Trust’s next annualfuture shareholder meeting?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,26Funds.Fund. Each FundTrust also would be required to hold an annual shareholdersa shareholder 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.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 proposalsuchthat 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.full Boards may address correspondence to Ann R. Leven,Thomas L. Bennett, 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).July 31, 2009,January 22, 2015, 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.K.July 31, 2009,January 22, 2015, no person, except as set forth in Appendix O,L, owned of record 5% or more of the outstanding shares of any class of any Fund. Except as noted in Appendix O,L, the Trusts have no knowledge of beneficial ownership.ownership of 5% or more of the outstanding shares of any class of any Fund.USING THIS PROXY STATEMENTHOLDING JOINT MEETING- TRUSTEES OF THE TRUSTS– TRUSTEE NOMINEES – PRINCIPAL OFFICERS OF THE TRUSTSAPPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTERED – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEESF —E – TRUSTEE COMPENSATION-– PRE-APPROVAL POLICIES AND PROCEDURESI—FORM OF NEW INVESTMENT ADVISORY AGREEMENTSAPPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEESAPPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATESAPPENDIX LI – TRUSTEES AND OFFICERS OF DMCMJ – NUMBER OF SHARES OF EACH FUND OUTSTANDING AS OF JULY 31, 2009N —K – 1% SHARE OWNERSHIPO —L – 5% SHARE OWNERSHIPUSING THIS PROXY STATEMENTHOLDING JOINT MEETINGTrust Funds Delaware Group® Adviser Funds Delaware Diversified Income Fund Delaware Global Real Estate Opportunities Fund Delaware U.S. Growth Fund Delaware Group® Cash Reserve Delaware Cash Reserve® Fund Delaware Group®Equity Funds I Delaware Mid Cap Value Fund Delaware Group®Equity Funds II Delaware Large Cap Value Fund Delaware Value®Fund Delaware Group®Equity Funds IIIIVDelaware American ServicesHealthcare FundDelaware SmallSmid Cap Growth FundDelaware Trend®FundDelaware Group Equity Funds IVDelaware 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®ConservativeAllocation Fund Delaware Aggressive Allocation Portfolio1Delaware ConservativeFoundation®Growth Allocation PortfolioFund2Delaware Foundation®Moderate Allocation PortfolioFund3Delaware Group®Global & International Funds Delaware Emerging Markets Fund Delaware Focus Global Growth Fund Delaware Global Value Fund Delaware International Value Equity Fund Delaware Group®Government Fund Delaware Core Plus Bond Fund Delaware Emerging Markets Debt Fund Delaware Inflation Protected Bond Fund Delaware Group®Income Funds Delaware Corporate Bond Fund Delaware Diversified Floating Rate Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Group Limited-Term Government Funds®Limited-TermDelaware Limited-Term Diversified Income Fund Government Funds Delaware Group®State Tax-Free Income Trust Delaware Tax-Free Pennsylvania Fund Delaware Group®Tax-Free Fund Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money FundTrustDelaware Tax-Free Money Fund Funds Delaware Pooled®Trust Delaware REIT Fund The Core Plus Fixed Income Portfolio The Emerging Markets Portfolio The Emerging Markets Portfolio II The Focus Smid-Cap Growth Equity Portfolio The High-Yield Bond Portfolio The International Equity Portfolio (also known as The Labor Select International Equity Portfolio The Large-Cap Growth Equity Portfolio The Large-Cap Value Equity Portfolio The Real Estate Investment Trust Portfolio) Portfolio(also known as Delaware REIT Fund) The Select 20 Portfolio Delaware VIP®Trust Delaware VIP®Diversified Income Series Delaware VIP®Emerging Markets Series Delaware VIP®High Yield Series Delaware VIP®International Value Equity Series Delaware VIP®Limited-Term Diversified Income Series Delaware VIP®REIT Series Delaware VIP®Small Cap Value Series Delaware VIP®Smid Cap Growth Series Delaware VIP®U.S. Growth Series Delaware VIP®Value Series Voyageur Insured Funds Delaware Tax-Free Arizona Fund Voyageur Intermediate Tax Free Funds Delaware Tax-Free Minnesota Intermediate Fund Voyageur Mutual Funds Delaware Minnesota High-Yield Municipal Bond Fund Delaware National High-Yield Municipal Bond Fund Delaware Tax-Free California Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free New York Fund Voyageur Mutual Funds II Delaware Tax-Free Colorado Fund Voyageur Mutual Funds III Delaware Large Cap Core Fund Delaware Select Growth Fund Voyageur Tax Free Funds Delaware Tax-Free Minnesota Fund 1 On October 21, 2009, the name will be changed to Delaware FoundationNumber of®OtherGrowth Allocation Fund.2 On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.Portfolios Directorships 3 On October 21, 2009,Principal in Fund Held by Position(s) Occupation(s) Complex Trustee Name, Address, Held with Length of During Past Overseen during the name will be changed to Delaware Foundation Moderate Allocation Fund.PastA-1and Birth Date the Trusts Time Served 5 Years by Trustee Five Years Interested Trustee APPENDIX B - TRUSTEES OF THE TRUSTSNumber of PortfoliosName, Address, andPosition(s) HeldLength of TimePrincipal Occupation(s) Duringin Fund ComplexOther DirectorshipsBirth Datewith the TrustsServedPast 5 YearsOverseen by TrusteeHeld by TrusteeInterested TrusteePatrick P. Coyne1 Chairman, Chairman and Patrick P. Coyne has served in 81 Director — Kaydon 65Board of 2005 Market Street President, Chief Trustee since various executive capacities at has served in Corp. Governors Philadelphia, PA 19103 Executive Officer, Chief August 16, 2006 various executive Member – PA 19103 Executive capacities at different Investment Officer, and President and times at Delaware Company April 1963 Trustee Chief Executive Investments.2 Institute (ICI) Officer since August 1, 2006 Director and Audit Committee Member — Kaydon Corp. (2007-2013) and Trustee 2006 Investments.2April 1963 Independent Trustees President and Chief Executive Officer since August 1, 2006 Number of PortfoliosName, Address, andPosition(s) HeldLength of TimePrincipal Occupation(s) Duringin Fund ComplexOther DirectorshipsBirth Datewith the TrustsServedPast 5 YearsOverseen by TrusteeHeld by TrusteeIndependent TrusteesThomas L. BennettTrustee Since March Private Investor — 81 Director — Bryn 2005 Market Street 2005 (March 2004 – Present) Mawr Bank Corp. Philadelphia, PA (BMTC) 19103 Investment Manager — (April 2007 – Morgan Stanley & Co. Present) October 1947 (January 1984 – March 2004) B-1John A. FryThomas L. BennettTrustee Since January PresidentPrivate Investor — 8165 Director — 2005 Market Street 2001 Franklin & Marshall College March 2005 Community Health (March 2004 – Present) Bryn Mawr Bank Philadelphia, PA (June 2002 – Present) Systems Corp. (BMTC) PA 19103 Executive Vice President — May 1960 University of Pennsylvania (April 19952007 – June 2002) Present) October 1947 Anthony D. KnerrAnn BorowiecTrustee Since April ProposedFounderN/A CEO, Private Wealth N/A Co-Chair and Managing Director 81 None 2005 Market Street Trustee 1990 Management Trustee — Anthony Knerr & Associates Philadelphia, Philadelphia, PA (2011 – 2013) and (Strategic Consulting) JerseyCAN PA 19103 Market Manager, 19103 (1990 – Present) New Jersey Private Trustee — November 1958 Bank (2005 – 2011) – 50CAN JP Morgan Chase & Co. Trustee and Executive Committee Member — NJPAC December 1938 Trustee — New Jersey Symphony Orchestra Name, Address,
and Birth Date Position(s)
Held with
the Trusts Length of
Time ServedPrincipal
Occupation(s)
During Past
5 YearsNumber of
Portfolios
in Fund
Complex
Overseen
by TrusteeOther
Directorships
Held by
Trustee
during the Past
Five YearsIndependent Trustees (continued) Joseph W. Chow Trustee Since Executive Vice 65 Director 2005 Market Street January 2013 President (Emerging and Audit Philadelphia, Economies Strategies, Committee PA 19103 Risk and Corporate Member – Administration) Hercules January 1953 Technology State Street Capital, Inc. Corporation (July (2004-2014) 2004 – March 2011) John A. Fry Trustee Since President – Drexel 65 Director – 2005 Market Street January 2001 University (August Hershey Trust Philadelphia, 2010 – Present) Company PA 19103 President — Franklin Director, Audit May 1960 & Marshall College Committee, and (June 2002 – Governance July 2010) Committee Member — Community Health Systems Lucinda S. Trustee Since Private Investor 65 None Landreth Trustee Since March 2005 Chief Investment Officer — 81 (2004 – Present)None 2005 Market Street 2005 Assurant, Inc. Philadelphia, Philadelphia, PA 19103 (Insurance) 19103 (2002 – 2004) June 1947 Ann R. LevenFrances A.Coordinating Trustee Since October Consultant — 81 Chief ExecutiveDirector 65 Trust Manager Sevilla-Sacasa September 2011 Officer – Banco Itau and Audit 2005 Market Street Trustee 1989 ARL Associates International Committee Chair — Philadelphia, PA ( Financial Planning) April 2012 – Present)Member – PA 19103 Systemax Inc. Camden 19103 (1983 – Present) Executive Advisor to Property Trust January 1956 Dean (August 2011 – March 2012) and Interim Dean (January 2011 – July 2011) – University of Miami School of Business Administration Name, Address,
and Birth DatePosition(s)
Held with
the TrustsLength of
Time ServedPrincipal
Occupation(s)
During Past
5 YearsNumber of
Portfolios
in Fund
Complex
Overseen
by TrusteeOther
Directorships
Held by
Trustee
during the Past
Five YearsIndependent Trustees (continued) November 1940 Thomas F. MadisonTrustee Since May President and Chief Executive 81 Director and Chair 2005 Market Street 19973Officer — MLM Partners, Inc. of Compensation Philadelphia, PA (Small Business Investing & Committee, 19103 Consulting) Governance (January 1993 – Present) Committee Member February 1936 — CenterPoint Energy Lead Director and Chair of Audit 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 Compensation and Governance Committees – Valmont Industries, Inc. B-2Janet L. YeomansThomas K. Trustee Since April Vice President and Treasurer Chairman81 None 65Director – Whitford January 2013 (2010 – April 2013), HSBC Finance 2005 Market Street 1999 (January Chief Administration Corporation Philadelphia, Officer (2008 – 2010) and HSBC PA 19103 and Executive Vice North American President and Chief Holdings Inc. March 1956 Administrative Officer (2007–2009) – PNC Financial Services Group Janet L. Yeomans Trustee Since Vice President and 65 Director, Audit 2005 Market Street April 1999 Treasurer (January and Compliance Philadelphia, 2006 – Present), Vice Committee PA 19103 President — Mergers Chair, Investment Philadelphia, PA Vice President — Mergers & Acquisitions Committee July 1948 19103 Acquisitions (January 2003 – Member, and January 2006), and Governance Vice President (July Committee July 1948 and Vice President (July 1995 – January 2003)Member – 3M Corporation Okabena Company Chair – 3M Corporation Investment Management Committee (2005–2012) J. Richard Zecher Trustee Since March Founder — Investor 81 65 Director and Audit 2005 Market Street 2005 Investor March 2005 Analytics (Risk Compensation Philadelphia, Management) (May Committee Member Philadelphia, PA 19103 (Risk Management) 1999 – Present) Chairperson — — 19103 (May 1999 – Present) Investor Analytics July 1940 Founder — P/E Analytics Investments (Hedge Sutton Asset Management Fund) (September Director – P/E (Hedge Fund) (September 1996 – Present)Investments 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 DMC, the Funds’ principal underwriter, and the Funds’ transfer agent.3In 1997, several funds managed by Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into the Delaware Investments®Family of Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 until 1997.B-3APPENDIX 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-11Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including DMC, the Funds’ principal underwriter, and the Funds’ transfer agent.2David 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 manager,advisor, principal underwriter, and transfer agent as the Funds.agent.DC – NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
As Further Amended 11/15/07
As Further Amended 5/22/08
As Further Amended 11/20/08
As Further Amended 2/16/10
As Further Amended 2/15/11
As Further Amended 5/22/13
COMMITTEE CHARTER
COMMITTEE CHARTER1. Independent Directors/Trustees.Independent Directors/Trustees for the open and closed- end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers.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 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-11.Independent Directors/Trustees.Independent Directors/Trustees for the open and closed-end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for Board membership4. 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.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.1. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s).2. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees.3. The Committee shall review annually the Board of Directors/Trustees Policies and Practices.D-21. 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).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-38. The Committee shall review annually the compensation for the ChiefCompliance Officer and report its findings and recommendations to the Board.ED – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEESJune 30, 2009.October 31, 2014.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 Delaware Foundation®Equity Fund - - - - - - - - - Delaware Aggressive Allocation Portfolio1 - - - - - - - - - Delaware American Services Fund $10,001 - - - - - $50,000 - - - - Delaware Cash Reserve Fund $50,000 - Over $100,000 $10,001 - - $100,000 - $50,000 - - - - Delaware Conservative Allocation Portfolio2 - - - - - - - - - Delaware Core Plus Bond Fund - $10,001 - - - - - - - - $50,000 Delaware Corporate Bond Fund - - - - - - - - - Delaware Diversified Income Fund $10,001 - $10,001 - - $50,000 - - $50,000 - - - - Delaware Dividend Income Fund - - - - - $10,001 - $1 - $10,001 - - $50,000 Delaware Emerging Markets Fund - - - - - - $1 - $10,001 $10,001 - - $50,000 Delaware Extended Duration Bond Fund $10,001 - - $50,000 - - - - - - - Delaware Focus Global Growth 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 - - - - - - - Thomas L. Ann Patrick P. Joseph W. John A. Lucinda S. Frances A. Thomas K. Janet L. J. Richard Fund Bennett Borowiec Coyne Chow Fry Landreth Sevilla-Sacasa Whitford Yeomans Zecher Delaware Cash Reserve® Fund Over $10,000 - $100,000 $50,000 Delaware Core Plus Bond Fund $1-$10,000 Delaware Corporate Bond Fund Delaware Diversified Floating Rate Fund Over $100,000 Delaware Diversified Income Fund $1-$10,000 $10,001 - $50,000 Delaware Dividend Income Fund $50,001 - Over $100,000 $100,000 Delaware Emerging Markets Fund $50,001 - Over $10,001 - $50,001 - $100,000 $100,000 $50,000 $100,000 Delaware Emerging Markets Debt Fund Delaware Extended Duration Bond Fund Delaware Focus Global Growth Fund Over $100,000 Delaware Foundation® Conservation $10,001 - Allocation Fund $50,000 Delaware Foundation Growth Over Over Allocation Fund $100,000 $100,000 Thomas L. Ann Patrick P. Joseph W. John A. Lucinda S. Frances A. Thomas K. Janet L. J. Richard Fund Bennett Borowiec Coyne Chow Fry Landreth Sevilla-Sacasa Whitford Yeomans Zecher Delaware Foundation® Moderate $10,001 - Allocation Fund $50,000 Delaware Global Real Estate Opportunities Fund Delaware Global Value Fund $10,001 - $50,000 Delaware Healthcare Fund Over $100,000 Delaware High-Yield $10,001 - Opportunities Fund $50,000 Delaware Inflation Protected Bond Fund Delaware International Value Over Equity Fund $100,000 Delaware Limited-Term Diversified $1-$10,000 Income Fund Delaware Mid Cap Value Fund Delaware Minnesota High-Yield Municipal Bond Fund Delaware National High-Yield Municipal Bond Fund Delaware Select Growth Fund Delaware Small Cap Core Fund $50,001 - Over $100,000 $100,000 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. Ann Patrick P. Joseph W. John A. Lucinda S. Frances A. Thomas K. Janet L. J. Richard Fund Bennett Borowiec Coyne Chow Fry Landreth Sevilla-Sacasa Whitford Yeomans Zecher Delaware Small Cap Value Fund Over $50,001 - $100,000 $100,000 Delaware Smid Cap Growth Fund Delaware Tax-Free Arizona Fund Delaware Tax-Free California Fund Delaware Tax-Free Colorado Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free Minnesota Fund Delaware Tax-Free Minnesota Intermediate Fund Delaware Tax-Free New York Fund Delaware Tax-Free Pennsylvania Fund Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware U.S. Growth Fund $50,001 - Over $100,000 $100,000 Delaware Value®Fund Over $50,000 - Over Over $100,000 $100,000 $100,000 $100,000 Delaware VIP®Diversified Income Series 1 On October 21, 2009, the name will be changed to Delaware FoundationThomas L.®AnnGrowth Allocation Fund.Patrick P.Joseph W. John A. Lucinda S. Frances A. Thomas K. Janet L. J. Richard 2 FundOn October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.Bennett Borowiec Coyne Chow Fry Landreth Sevilla-Sacasa Whitford Yeomans Zecher 3 Delaware VIP®Emerging Markets SeriesOn October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.VIP®High Yield SeriesDelaware VIP®International Value Equity Series Delaware VIP®Limited-Term Diversified Income Series Delaware VIP®REIT Series $10,001 - $50,000 Delaware VIP®Small Cap Value Series Delaware VIP®Smid Cap Growth Series $10,001 - $50,000 Delaware VIP® U.S. Growth Series Delaware VIP® Value Series Over $100,000 The Core Plus Fixed Income Portfolio The Emerging Markets Portfolio The Emerging Markets Portfolio II The Focus Smid-Cap Growth Equity Portfolio The High-Yield Bond Portfolio The International Equity Portfolio Thomas L. Ann Patrick P. Joseph W. John A. Lucinda S. Frances A. Thomas K. Janet L. J. Richard Fund Bennett Borowiec Coyne Chow Fry Landreth Sevilla-Sacasa Whitford Yeomans Zecher The Labor Select International Equity Portfolio The Large-Cap Growth Equity Portfolio The Large-Cap Value Equity Portfolio The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund) The Select 20 Portfolio Aggregate dollar range of shares of the Over $50,001- Over Over Over Over $50,001- Over Over Over Delaware Investments®Family of Funds: $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 F — E –TRUSTEECOMPENSATIONThe following table describes the aggregate Thefollowing tabledescribes theaggregatecompensationreceived by the currentIndependentTrustees from each Trust and the aggregate compensation totalcompensationreceived from the Delaware theDelawareInvestments®Funds for which he or she served as aTrustee for the 12-month period ended June 30, 2009.endedDecember 31, 2014. Only the Independent theIndependentTrusteesreceivedcompensation from the Trust.Frances A. Thomas L. Joseph W. John A. Lucinda S. Sevilla- Thomas K. Janet L. J. Richard Trust Thomas L. John A. Anthony D. Lucinda S. Ann R. Thomas F. Janet L. J. Richard Bennett Chow Fry Landreth Sacasa Whitford 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 55543.36 46087.89 44814.10 45043.60 45043.60 44856.99 49481.61 44423.97 Delaware Group Cash Reserve $4,600 $3,950 $4,426 $4,064 $5,246 $4,473 $3,876 $4,122 1398.18 1163.70 1123.65 1134.12 1134.12 1129.27 1244.53 1118.56 Delaware Group Equity Funds I $1,409 $1,234 $1,063 $1,182 $1,101 $1,207 $1,061 $1,102 32.04 26.51 25.85 25.97 25.97 25.82 28.54 25.62 Delaware Group Equity Funds II $9,968 $8,569 $9,594 $8,838 $11,397 $9,748 $8,475 $8,957 32658.56 26976.34 26470.83 26482.13 26482.13 26342.43 29118.98 26109.65 Delaware Group Equity Funds III $5,289 $4,546 $5,075 $4,704 $6,047 $5,167 $4,524 $4,756 Delaware Group Equity Funds IV $2,155 $1,854 $2,073 $1,914 $2,465 $2,106 $1,836 $1,938 10528.27 8738.46 8496.86 8536.27 8536.27 8501.15 9382.38 8425.70 Delaware Group Equity Funds V $7,545 $6,482 $7,246 $6,696 $8,618 $7,368 $6,429 $6,776 22017.64 18225.33 17798.89 17852.79 17852.79 17762.32 19619.25 17618.03 Delaware Group Foundation Funds $1,644 $1,411 $1,592 $1,443 $1,877 $1,600 $1,369 $1,481 Delaware Group Foundation Funds® 3550.74 2948.89 2859.20 2879.29 2879.29 2866.67 3161.29 2844.06 Delaware Group Global & International Funds $8,992 $7,728 $8,634 $7,995 $10,289 $8,805 $7,700 $8,091 21168.95 17526.95 17101.74 17163.99 17163.99 17075.22 18863.2 16938.75 Delaware Group Government Fund $2,144 $1,849 $2,070 $1,899 $2,452 $2,091 $1,810 $1,928 1485.36 1238.82 1193.19 1204.80 1204.80 1201.65 1322.55 1187.70 Delaware Group Income Funds $9,618 $8,235 $9,230 $8,457 $10,932 $9,337 $8,073 $8,604 19047.20 15804.94 15362.98 15446.52 15446.52 15381.77 16965.93 15236.27 Delaware Group Limited-Term Government Funds $3,235 $2,794 $3,145 $2,852 $3,708 $3,157 $2,699 $2,918 8364.75 6958.72 6730.41 6783.71 6783.71 6758.32 7448.62 6692.50 Delaware Group State Tax-Free Income Trust $4,619 $3,957 $4,431 $4,067 $5,250 $4,477 $3,877 $4,129 3026.73 2512.91 2440.65 2454.64 2454.64 2445.87 2695.51 2421.22 Delaware Group Tax-Free Fund $9,079 $7,780 $8,719 $7,987 $10,323 $8,805 $7,610 $8,118 8170.56 6786.23 6584.43 6626.42 6626.42 6602.64 7274.90 6536.68 Delaware Group Tax-Free Money Fund $164 $139 $156 $143 $184 $157 $136 $145 Delaware Pooled Trust $29,434 $25,305 $28,273 $26,154 $33,638 $28,771 $25,133 $26,450 Delaware Pooled®Trust 14570.37 12093.34 11742.10 11814.89 11814.89 11757.77 12977.12 11662.02 Delaware VIP®Trust 50412.50 41808.76 40677.71 40880.18 40880.18 40698.55 44905.56 40336.04 Voyageur Insured Funds $1,198 $1,027 $1,150 $1,056 $1,363 $1,162 $1,008 $1,072 550.97 457.56 444.10 446.82 446.82 445.27 490.61 440.79 Voyageur Intermediate Tax-Free Funds $663 $569 $638 $583 $754 $643 $555 $593 Voyageur Intermediate Tax Free Funds 654.22 543.01 527.53 530.56 530.56 528.56 582.58 523.32 Voyageur Mutual Funds $3,731 $3,201 $3,582 $3,289 $4,244 $3,619 $3,137 $3,338 6521.01 5401.65 5270.25 5288.28 5288.28 5265.96 5809.94 5214.71 Voyageur Mutual Funds II $2,205 $1,889 $2,115 $1,941 $2,506 $2,137 $1,851 $1,971 1222.14 1014.57 985.60 991.13 991.13 987.53 1088.49 977.47 Voyageur Mutual Funds III $1,834 $1,581 $1,771 $1,631 $2,104 $1,798 $1,563 $1,654 6683.23 5549.12 5388.57 5418.40 5418.40 5394.53 5954.36 5351.51 Voyageur Tax Free Funds $5,549 $4,759 $5,330 $4,890 $6,314 $5,383 $4,660 $4,965 3513.33 2917.50 2832.41 2849.28 2849.28 2839.00 3128.87 2810.42 TOTAL – 12-month period ended June 30, 2009 $195,000 $167,500 $187,500 $172,500 $222,500 $190,000 $165,000 $175,000 TOTAL – 12-month period ended December 31, 2014 271,120.11 224,781.20 218,871.05 219,853.79 219,853.79 218,867.29 241,544.82 216,894.99 Principal Position(s) Occupation(s) Name, Address, Held with Length of During Past and Birth Date the Trusts Time Served 5 Years Patrick P. Coyne1 Chairman, Chairman and Trustee Patrick P. Coyne has 2005 Market Street President, Chief since August 16, 2006 served in various executive Philadelphia, Executive Officer, capacities at different times PA 19103 and Trustee President and Chief Executive at Delaware Investments.2 Officer since August 1, 2006 April 1963 David F. Connor Senior Vice Senior Vice President David F. Connor has served 2005 Market Street President, Deputy since May 2013; Deputy as Deputy General Counsel Philadelphia, General Counsel, General Counsel since of Delaware Investments PA 19103 and Secretary September 2000; Secretary since 2000. since October 2005 December 1963 Daniel V. Geatens Vice President Treasurer since October 2007 Daniel V. Geatens has 2005 Market Street and Treasurer served in various capacities Philadelphia, at different times at PA 19103 Delaware Investments. October 1972 David P. O’Connor Executive Vice Executive Vice President David P. O’Connor has 2005 Market Street President, General since February 2012; General served in various executive Philadelphia, Counsel, and Chief Counsel and Chief Legal and legal capacities PA 19103 Legal Officer Officer since October 2005 at different times at Delaware Investments. February 1966 Richard Salus Senior Vice Chief Financial Officer Richard Salus has served in 2005 Market Street President and Chief since November 2006 various executive capacities Philadelphia, Financial Officer at different times at PA 19103 Delaware Investments. October 1963 1 Patrick P. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC. 2 Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment advisor, principal underwriter, and transfer agent. FeesFees.. The aggregate fees billed for each of the last two fiscal years for professional services rendered by E&YPwC 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&YPwC 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&YPwC for tax compliance, tax advice and tax planning.E&YPWC 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.E&YPwC for services rendered to the Trusts and to DMC and other service providers under common control with DMC.Affiliate Aggregate Audit Tax Audit-Related Non-Audit Trust Fees Fees Fees Fees Delaware Group®Adviser Funds 10/31/14 97,615.00 16,434.00 10/31/13 117,640.00 21,650.00 Delaware Group Cash Reserve 3/31/14 28,000.00 3,160.00 3/31/13 24,835.00 3,000.00 Delaware Group Equity Funds I 10/31/14 26,259.90 4,740.00 10/31/13 23,035.00 4,500.00 Delaware Group Equity Funds II 11/30/14 26,750.00 4,741.00 11/30/13 23,435.00 4,500.00 Delaware Group Equity Funds IV 9/30/14 54,000.00 9,480.00 9/30/13 47,170.00 9,000.00 Delaware Group Equity Funds V 11/30/14 87,789.80 14,223.00 11/30/13 77,405.00 13,500.00 Delaware Group Foundation Funds® 9/30/14 124,605.00 15,327.00 9/30/13 109,305.00 14,550.00 Trust Audit
FeesTax
Fees1Affiliate
Audit-
Related Fees Aggregate
Non-Audit
Fees Delaware Group Adviser Funds 10/31/08 $174,400 $72,465 $19,074 $324,467 10/31/07 $117,000 $46,900 $19,074 $301,262 Delaware Group Cash Reserve 3/31/09 $27,000 $9,150 $19,074 $261,152 3/31/08 $23,800 $8,650 $19,074 $263,012 Delaware Group Equity Funds I 10/31/08 $25,700 $6,300 $19,074 $258,302 10/31/07 $17,100 $5,350 $19,074 $259,712 Delaware Group Equity Funds II 11/30/08 $91,800 $34,300 $19,074 $288,302 11/30/07 $86,100 $35,600 $19,074 $289,962 Delaware Group Equity Funds III 6/30/09 $49,100 $14,950 $19,074 $264,064 6/30/08 $64,700 $20,550 $19,074 $274,912 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 1 Except as otherwise noted, these tax-related services were the review of income tax returns and review of annual excise distribution calculations.G-1Trust Audit
FeesTax
Fees1Affiliate
Audit-
Related Fees Aggregate
Non-Audit
Fees Delaware Group Foundation Funds 9/30/08 $49,000 $14,380 $19,074 $266,382 9/30/07 $32,700 $7,250 $19,074 $261,612 Delaware Group Global & International Funds 11/30/08 $94,100 $44,490 $19,074 $298,492 11/30/07 $96,400 $47,485 $19,074 $301,847 Delaware Group Government Fund 7/31/09 $26,600 $6,700 $19,074 $258,702 7/31/08 $23,600 $5,700 $19,074 $260,062 Delaware Group Income Funds 7/31/08 $80,700 $25,000 $19,074 $277,002 7/31/07 $79,200 $26,700 $19,074 $281,062 Delaware Group Limited-Term Government Funds 12/31/08 $17,200 $4,950 $19,074 $258,952 12/31/07 $15,900 $4,750 $19,074 $259,112 Delaware Group State Tax-Free Income Trust 2/28/09 $28,000 $9,550 $19,074 $261,552 2/29/08 $26,900 $10,050 $19,074 $264,412 Delaware Group Tax-Free Fund 8/31/08 $54,600 $18,500 $19,074 $270,502 8/31/07 $62,400 $22,200 $13,400 $270,888 Delaware Group Tax-Free Money Fund 4/30/09 $9,900 $1,950 $19,074 $253,952 4/30/08 $10,000 $1,950 $19,074 $256,312 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 Affiliate Aggregate Audit Tax Audit-Related Non-Audit Trust Fees Fees Fees Fees Delaware Group® Global & International Funds 11/30/14 108,800.00 29,605.00 11/30/13 123,675.00 28,100.00 Delaware Group Government Fund 7/31/14 114,004.80 13,218.00 7/31/13 67,970.00 9,700.00 Delaware Group Income Funds 7/31/14 186,019.80 25,545.00 7/31/13 163,175.00 24,250.00 Delaware Group Limited-Term Government Funds 12/31/14 40,400.00 5,109.00 12/31/13 35,435.00 4,850.00 Delaware Group State Tax-Free Income Trust 8/31/14 34,125.00 4,214.00 8/31/13 29,935.00 4,000.00 Delaware Group Tax-Free Fund 8/31/14 69,160.00 8,428.00 8/31/13 60,670.00 8,000.00 Delaware Pooled®Trust 10/31/14 303,684.90 58,785.00 10/31/13 317,855.00 65,150.00 Delaware VIP®Trust 12/31/14 290,521.00 51,832.00 12/31/13 254,850.00 49,200.00 Voyageur Insured Funds 8/31/14 34,125.00 4,214.00 8/31/13 29,935.00 4,000.00 Voyageur Intermediate Tax Free Funds 8/31/14 34,125.00 4,214.00 8/31/13 29,935.00 4,000.00 Voyageur Mutual Funds 8/31/14 171,080.00 21,070.00 8/31/13 150,075.00 20,000.00 Voyageur Mutual Funds II 8/31/14 34,125.00 4,214.00 8/31/13 29,935.00 4,000.00 Voyageur Mutual Funds III 10/31/14 26,715.00 9,482.00 10/31/13 45,670.00 9,000.00 Voyageur Tax Free Funds 8/31/14 34,125.00 4,214.00 8/31/13 29.935.00 4,000.00 -– PRE-APPROVAL POLICIES AND PROCEDURES
DELAWARE INVESTMENTS® FAMILY OF FUNDS
INDEPENDENT AUDITORS
FOR AUDIT AND NON-AUDIT SERVICESObjectiveinitiated sincenot previously pre-approved at a meeting of the last such report was rendered,Audit Committee, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).H-1initiated sincenot previously pre-approved at a meeting of the last such report was rendered,Audit Committee, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).entities.entities.H-2withexplanationwith explanation as to why the work is proposed to be performed by the Auditors (e.g.particular(e.g., particular expertise, timing, etc.);ChiefFinancialChief Financial Officer and Chief Legal Officer;theupcomingthe upcoming Audit Committee meeting when the Committee will consider the proposedengagementproposed engagement and approve or deny the request;theFunds’the Funds’ Chief Financial Officer and Chief Legal Officer, followed by a telephone call totheto the Chairperson of 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.H-3
Last Approved: November 20, 2008August 19, 2014 - Service Range of Fees Audit Services Statutory audits or financial audits for new Funds up to $25,000$40,000 per Fund Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund up to $10,000 per 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 up to $25,000 in the aggregate 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 up to $25,000 in the aggregate 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 compliance function, etc.) 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 - 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 assistance in responding to SEC comment letters - Adviser EntitiesTrust; Trust; Lincoln Financial Distributors, Inc.; ; H-4APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTSMacquarie Capital Investment Management LLCWITNESSETH: 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 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, includingI-1issuance, 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. (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 Fund 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.I-2 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 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 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 toI-3the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment. 10. This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto. 11. For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning ascribed to them in the 1940 Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the ___ day of _________, ____.DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust[NAME OF INVESTMENT COMPANY] on behalf of the Funds listed on Exhibit ABy By Name Name Title Title I-4EXHIBIT ATHIS EXHIBIT to the Investment Management Agreement betweenDELAWARE [FUND 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.Management Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual Rate0.55% on first $500 million Delaware Diversified Income Fund _______, 200__0.50% on next $500 million (Delaware Group Adviser Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware U.S. Growth Fund (Delaware _______, 200__0.60% on next $500 million Group Adviser Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.45% on first $500 million Delaware Cash Reserve Fund (Delaware 0.40% on next $500 million Group Cash Reserve) _______, 200__ 0.35% on next $1.5 billion 0.30% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Mid Cap Value Fund (Delaware _______, 200__0.70% on next $500 million Group Equity Funds I) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Large Cap Value Fund _______, 200__0.60% on next $500 million (Delaware Group Equity Funds II) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Value Fund (Delaware Group _______, 200__0.60% on next $500 million Equity Funds II) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware American Services Fund _______, 200__0.70% on next $500 million (Delaware Group Equity Funds III) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 1.00% on first $250 million Delaware Small Cap Growth Fund _______, 200__ 0.90% on next $250 million (Delaware Group Equity Funds III) 0.75% on assets in excess of $500 million 0.75% on first $500 million Delaware Trend Fund (Delaware Group _______, 200__0.70% on next $500 million Equity Funds III) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.99% on first $100 million Delaware Global Real Estate Securities _______, 200__ 0.90% on next $150 million Fund (Delaware Group Equity Funds IV) 0.80% on assets in excess of $250 million 0.75% on first $500 million Delaware Growth Opportunities Fund _______, 200__0.70% on next $500 million (Delaware Group Equity Funds IV) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion I-5Management Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual Rate0.85% on first $500 million Delaware Healthcare Fund (Delaware _______, 200__0.80% on next $500 million Group Equity Funds IV) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Dividend Income Fund _______, 200__0.60% on next $500 million (Delaware Group Equity Funds V) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Small Cap Core Fund (Delaware _______, 200__0.70% on next $500 million Group Equity Funds V) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Small Cap Value Fund _______, 200__0.70% on next $500 million (Delaware Group Equity Funds V) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Foundation Equity Fund _______, 200__0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Aggressive Allocation Portfolio _______, 200__0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Conservative Allocation 0.60% on next $500 million Portfolio (Delaware Group Foundation _______, 200__ 0.55% on next $1.5 billion Funds) 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Moderate Allocation Portfolio _______, 200__0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 1.25% on first $500 million Delaware Emerging Markets Fund 1.20% on next $500 million (Delaware Group Global and International _______, 200__ 1.15% on next $1.5 billion Funds) 1.10% on assets in excess of $2.5 billion Delaware Focus Global Growth Fund 0.85% on first $500 million (Delaware Group Global and International _______, 200__ 0.80% on next $500 million Funds) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion 0.85% on first $500 million Delaware Global Value Fund (Delaware _______, 200__0.80% on next $500 million Group Global and International Funds) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion Delaware International Value Equity Fund 0.85% on first $500 million (Delaware Group Global and International _______, 200__ 0.80% on next $500 million Funds) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Core Plus Bond Fund (Delaware _______, 200__0.50% on next $500 million Group Government Fund) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion I-6Management Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual Rate0.45% on first $500 million Delaware Inflation Protected Bond Fund _______, 200__0.40% on next $500 million (Delaware Group Government Fund) 0.35% on next $1.5 billion 0.30% on assets in excess of $2.5 billion 0.50% on first $500 million Delaware Corporate Bond Fund (Delaware _______, 200__0.475% on next $500 million Group Income Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Extended Duration Bond Fund _______, 200__0.50% on next $500 million (Delaware Group Income Funds) 0.45% on next $1,500 million 0.425% on assets in excess of $2,500 million 0.65% on first $500 million Delaware High-Yield Opportunities Fund _______, 200__0.60% on next $500 million (Delaware Group Income Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.50% on first $500 million Delaware Limited-Term Diversified 0.475% on next $500 million Income Fund (Delaware Group Limited- _______, 200__ Term Government Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free Pennsylvania Fund 0.50% on next $500 million (Delaware Group State Tax-Free Income _______, 200__ 0.45% on next $1.5 billion Trust) 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free USA Fund (Delaware _______, 200__0.50% on next $500 million Group Tax-Free Fund) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.50% on first $500 million Delaware Tax-Free USA Intermediate _______, 200__0.475% on next $500 million Fund (Delaware Group Tax-Free Fund) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.45% on first $500 million Delaware Tax-Free Money Fund (Delaware _______, 200__0.40% on next $500 million Group Tax-Free Money Fund) 0.35% on next $1.5 billion 0.30% on assets in excess of $2.5 billion Delaware REIT Fund (also known as The 0.75% on first $500 million Real Estate Investment Trust Portfolio ) _______, 200__ 0.70% on next $500 million (Delaware Pooled Trust) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.500 billion 0.50% on first $500 million Delaware Tax-Free Arizona Fund 0.475% on next $500 million _______, 200__(Voyageur Insured Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion Delaware Tax-Free Minnesota Intermediate 0.50% on first $500 million Fund (Voyageur Intermediate Tax Free _______, 200__ 0.475% on next $500 million Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 million 0.55% on first $500 million Delaware Minnesota High-Yield Municipal _______, 200__0.50% on next $500 million Bond Fund (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion I-7Management Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual Rate0.55% on first $500 million Delaware National High-Yield Municipal _______, 200__0.50% on next $500 million Bond Fund (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free California Fund _______, 200__0.50% on next $500 million (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free Idaho Fund (Voyageur _______, 200__0.50% on next $500 million Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free New York Fund _______, 200__0.50% on next $500 million (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free Colorado Fund _______, 200__0.50% on next $500 million (Voyageur Mutual Funds II) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Select Growth Fund (Voyageur _______, 200__0.70% on next $500 million Mutual Funds III) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.65% on the first $500 million Delaware Large Cap Core Fund (Voyageur _______, 200__0.60% on the next $500 million Mutual Funds III) 0.55% on the next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free Minnesota Fund _______, 200__0.50% on next $500 million (Voyageur Tax Free Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion I-8J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEESFund (Trust)Date of CurrentInvestment AdvisoryAgreementDate Last Approved byShareholders*Delaware Diversified Income Fund (Delaware Group Adviser Funds) June 28, 2002 June 28, 2002 Delaware U.S. Growth Fund (Delaware Group Adviser Funds) November 23, 1999 November 23, 1999 Delaware Cash Reserve Fund (Delaware Group Cash Reserve) December 15, 1999 December 15, 1999 Delaware Mid Cap Value Fund (Delaware Group Equity Funds I) January 30, 2008 January 30, 2008 Delaware Large Cap Value Fund (Delaware Group Equity Funds II) November 23, 1999 November 23, 1999 Delaware Value Fund (Delaware Group Equity Funds II) November 23,1999 November 23,1999 Delaware American Services Fund (Delaware Group Equity Funds III) December 22, 1999 December 22, 1999 Delaware Small Cap Growth Fund (Delaware Group Equity Funds III) June 26, 2001 June 26, 2001 Delaware Trend Fund (Delaware Group Equity Funds III) August 27, 1999 August 27, 1999 Delaware Global Real Estate Securities Fund (Delaware Group Equity Funds IV) September 28, 2007 September 28, 2007 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 Foundation Equity Fund (Delaware Group Foundation Funds) May 21, 2009 May 21, 2009 Delaware Aggressive Allocation Portfolio (Delaware Group Foundation Funds)1September 17, 2008 March 17, 1999 Delaware Conservative Allocation Portfolio (Delaware Group Foundation Funds)2September 17, 2008 March 17, 1999 Delaware Moderate Allocation Portfolio (Delaware Group Foundation Funds)3September 17, 2008 March 17, 1999 Delaware Emerging Markets Fund (Delaware Group Global and International Funds) September 24, 2004 August 31, 2004 Delaware Focus Global Growth Fund (Delaware Group Global and International Funds) December 29, 2008 December 29, 2008 Delaware Global Value Fund (Delaware Group Global and International Funds) March 30, 2006 August 31, 2004 Delaware International Value Equity Fund (Delaware Group Global and International Funds) September 24, 2004 August 31, 2004 Delaware Core Plus Bond Fund (Delaware Group Government Fund) September 29, 1999 September 29, 1999 Delaware Inflation Protected Bond Fund (Delaware Group Government November 29, 2004 November 29, 2004 Fund) J-1Fund (Trust)Date of CurrentInvestment AdvisoryAgreementDate Last Approved byShareholders*Delaware Corporate Bond Fund (Delaware Group Income Funds) September 29, 1999 September 29, 1999 Delaware Extended Duration Bond Fund (Delaware Group Income Funds) September 29, 1999 September 29, 1999 Delaware High-Yield Opportunities Fund (Delaware Group Income September 29, 1999 September 29, 1999 Funds) Delaware Limited-Term Diversified Income Fund (Delaware Group December 15, 1999 December 15, 1999 Limited-Term Government Funds) Delaware Tax-Free Pennsylvania Fund (Delaware Group State Tax-Free May 1, 2000 May 1, 2000 Income Trust) Delaware Tax-Free USA Fund (Delaware Group Tax-Free Fund) November 1, 1999 November 1, 1999 Delaware Tax-Free USA Intermediate Fund (Delaware Group Tax-Free Fund) November 1, 1999 November 1, 1999 Delaware Tax-Free Money Fund (Delaware Group Tax-Free Money August 27, 1999 August 27, 1999 Fund) The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund) (Delaware Pooled Trust) December 15, 1999 March 17, 1999 Delaware Tax-Free Arizona Fund (Voyageur Insured Funds) November 1, 1999 November 1, 1999 Delaware Tax-Free Minnesota Intermediate Fund (Voyageur Intermediate November 1, 1999 November 1, 1999 Tax Free Funds) Delaware Minnesota High-Yield Municipal Bond Fund (Voyageur Mutual November 1, 1999 November 1, 1999 Funds) Delaware National High-Yield Municipal Bond Fund (Voyageur Mutual Funds) November 1, 1999 November 1, 1999 Delaware Tax-Free California Fund (Voyageur Mutual Funds) November 1, 1999 November 1, 1999 Delaware Tax-Free Idaho Fund (Voyageur Mutual Funds) November 1, 1999 November 1, 1999 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 Select Growth Fund (Voyageur Mutual Funds III) December 15, 1999 December 15, 1999 Delaware Large Cap Core Fund (Voyageur Mutual Funds III) August 31, 2006 August 31, 2006 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.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-1 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:Average Daily Net Assets of Family of FundsAnnual FeesFirst $30 billion of average daily net assets 0.035% Next $10 billion of average daily net assets 0.0325% Next $10 billion of average daily net assets 0.030% Over $50 billion of average daily net assets 0.020% 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:Average Daily Net Assets of Family of FundsAnnual FeesFirst $30 billion of average daily net assets 0.0050% Next $10 billion of average daily net assets 0.0045% Next $10 billion of average daily net assets 0.0040% Over $50 billion of average daily net assets 0.0025% J-3APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATES The following table lists by investment objective the mutual funds that are advised by DMC, and includes (i) for the Funds, the amounts paid by each to DMC during the fiscal year indicated, (ii) for the Funds, the amounts paid by each to affiliates of DMC during the fiscal year indicated, (iii) the net assets of each mutual fund advised by DMC as of July 31, 2009, (iv) the management fee schedule for each, as an annual rate based on a percentage of average daily net assets, and (v) whether DMC has waived or agreed to waive its fees for the applicable mutual fund. All fees shown are net of any applicable waivers and reimbursements.Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers,
ifany) ($) 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 RateEQUITY 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$2.5 billion K-1Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) 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 $1.5 billion K-2Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) 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 $74,309,777 0.35% Moderate Allocation Fund K-3Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) 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 RateLincoln 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$2.5 billion K-4Fund Fiscal
Year
EndedAdvisory
Fees
(afterwaivers,
ifany) ($) 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 $371,403,316 0.35% Conservative Allocation Fund FIXED INCOME TAX EXEMPT Delaware Investments Arizona Municipal Income Fund, Inc. 3/31/09 N/A N N/A N/A N/A 39,569,293 0.40% Delaware Investments Colorado Municipal Income Fund, Inc. 3/31/09 N/A N N/A N/A N/A 65,158,068 0.40% Delaware Investments Minnesota Municipal Income Fund II, Inc. 3/31/09 N/A N N/A N/A N/A 156,068,269 0.40% Delaware Investments National Municipal Income Fund 3/31/09 N/A N N/A N/A N/A 30,101,448 0.40% Delaware Minnesota High-Yield Municipal Bond Fund 8/31/08 695,090 Y 11,502 621,530 90,277 136,173,985 See Exhibit A to Appendix I Delaware National High-Yield Municipal Bond Fund 8/31/08 313,283 Y 5,946 263,703 52,373 74,306,095 “ Delaware Tax-Free Arizona Fund 8/31/08 483,562 Y 11,292 499,209 59,338 124,554,577 “ Delaware Tax-Free California Fund 8/31/08 434,758 Y 7,605 402,450 41,824 78,089,669 “ Delaware Tax-Free Colorado Fund 8/31/08 1,374,394 Y 20,604 750,906 128,035 235,014,874 “ Delaware Tax-Free Idaho Fund 8/31/08 385,385 Y 6,910 344,475 40,265 101,869,779 “ Delaware Tax-Free Minnesota Fund 8/31/08 3,340,865 Y 48,918 1,850,281 298,962 603,258,720 “ Delaware Tax-Free Minnesota Intermediate Fund 8/31/08 233,696 Y 4,531 147,019 34,723 85,783,562 “ Delaware Tax-Free Money Fund 4/30/09 (13,812) Y 878 - 13,919 13,020,741 “ K-5 Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) 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 RateDelaware 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 K-6APPENDIX LI – TRUSTEES AND OFFICERS OF DMCItem 31. Name and Principal Positions and Offices with the TrustsPositions and Offices withOther Positions and Business Address Delaware Management Companywith Managerwith Registrant Offices Held Patrick P. Coyne Trustee, President Chairman/President/Chief Mr. Coyne has served Executive Officer President in various executive capacities within Delaware Investments Officer Michael J. HoganExecutive Vice Executive Vice Mr. Hogan has served President/Head of Equity President/Head of Equity in various executive Investments Investments capacities within Delaware Investments David P. O’Connor Trustee, SeniorExecutive Vice Executive Vice Mr. O’Connor has served President/Strategic Senior Vice President/Strategic in various executive Investment Relationships Investment Relationships capacities within and Initiatives/General and Initiatives/General Delaware Investments Investment Relationships and Initiatives/General Counsel Counsel Senior Vice President/Strategic Investment Relationships and Counsel and Initiatives/General CounselCounsel/Optimum Fund Trust See Yeng Quek Trustee, Executive Vice President/Managing Executive Vice Executive Vice Mr. Quek has served President/Managing President/Managing in various executive Director/Head of Fixed Director/Head of Fixed capacities within Income Investments Income Investments Delaware Investments Director, Fixed Income Director/Chief Investment Officer, Philip N. Russo Fixed Income Michael J. Hogan Executive Vice President/Head of Equity Executive Vice President/Head of None Mr. Russo has served Investments Equity Investments President/Chiefin various executive Marshall T. Bassett Senior Vice President/Chief InvestmentAdministrative Officer Senior Vice President/Chief capacities within — Emerging Growth Equity Investment Officer — Emerging Delaware Investments Growth Equity Joseph R. Baxter Senior Vice President/Head of Municipal Bond Senior Vice Mr. Baxter has served in President/Head of President/Head of various capacities within Investments Municipal Bond Municipal Bond Delaware Investments Department/Senior Department/Senior Portfolio Manager Portfolio Manager Christopher S. Beck Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Mr. Beck has served in Portfolio ManagerPresident/ChiefPresident/Chief various capacities within Investment Officer— Investment Officer - Delaware Investments Small Cap Value/ Small Cap Value/Mid-Cap Mid-Cap Value Equity Value Equity Michael P. Buckley Senior Vice President/Director of Municipal Senior Vice Mr. Buckley has served in President/Director of President/Director of various capacities within Research Municipal Research Municipal Research Delaware Investments Stephen J. Busch Senior Vice President– Investment Accounting Senior Vice President – Investment Mr. Busch has served in President/Investment President/Investment various capacities within Accounting Accounting Delaware Investments Michael F. Capuzzi Senior Vice President — Senior Vice President — Mr. Capuzzi has served in President/Investment President/Investment various capacities within Systems Systems Delaware Investments Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address with Manager with Registrant Offices Held Liu-Er Chen Senior Vice Senior Vice Mr. Chen has served in President/Chief President/Chief various capacities within Investment Officer, Investment Officer, Delaware Investments Emerging Markets and Emerging Markets and Healthcare Healthcare Investment Systems Investment Systems Lui-Er Chen David F. ConnorSenior Vice President/Senior Portfolio Senior Vice Mr. Connor has served in President/ Senior Deputy GeneralPresident/Deputy General various capacities within Counsel/Secretary Counsel/Secretary Delaware Investments Manager/Chief Investment Officer, Emerging Portfolio Manager/Chief Investment Vice President/Deputy Markets Officer, Emerging Markets General Counsel/ Thomas H. Chow Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Secretary – Optimum Portfolio ManagerFund Trust Stephen J. Czepiel Senior Vice President/Portfolio Manager/Head Senior Vice Mr. Czepiel has served in President/Senior President/Senior Portfolio various capacities within Portfolio Manager Manager Delaware Investments Municipal Bond Trader Manager/Senior Municipal Bond Craig C. Dembek Trader Chuck M. Devereux Senior Vice President/Senior Research Analyst Senior Vice President/Senior Mr. Dembek has served in President/Co-Head of President/Co-Head of various capacities within Credit Research/Senior Credit Research/Senior Delaware Investments Research Analyst Research Analyst Roger A. Early Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Managing Director,Managing Director, Mr. Early has served in Portfolio ManagerCo-Head of Fixed IncomeCo-Head of Fixed Income various capacities within Investments, Senior Investments, Senior Delaware Investments Vice President/Co-Chief Vice President/Co-Chief Investment Officer— Investment Officer-Total Total Return Fixed Return Fixed Income Income Strategy Strategy Stuart M. George Senior Vice Senior Vice Mr. George has served in President/Head of Equity Trading Senior Vice President/Head of various capacities within Trading Equity Trading Delaware Investments Gregory A. Gizzi Senior Vice Senior Vice Mr. Gizzi has served in President/Senior President/Senior various capacities with Portfolio Manager Portfolio Manager Delaware Investments TradingEdward GraySenior Vice Senior Vice Mr. Gray has served in President/Chief President/Chief various capacities within Investment Officer— Investment Officer – Delaware Investments Global and International Global and Value Equity International Value Equity Paul Grillo Senior Vice President/Senior Portfolio Manager Senior Vice Mr. Grillo has served in President/Co-Chief President/Co-Chief various capacities within Investment Officer— Investment Officer— Delaware Investments Total Return Fixed Total Return Fixed Income Strategy Income Strategy Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address with Manager with Registrant Offices Held Sharon Hill Senior Vice Senior Vice Ms. Hill has served in President/Head of Equity President/Head of various capacities within Quantitative Research Equity Quantitative Delaware Investments and Analytics Research and Analytics Portfolio Manager William F. Keelan James L. HinkleySenior Vice President/Director of Quantitative Senior Vice Mr. Hinkley has served in President/ DirectorHead ofPresident/Head of various capacities within Product Management Product Management Delaware Investments Research Quantitative Research Kevin P. Loome Kashif IshaqSenior Vice President/Senior Portfolio Senior Vice Mr. Ishaq has served in President/ Senior Head ofPresident/Head of various capacities within Investment Grade Investment Grade Delaware Investments Corporate Bond Trading Corporate Bond Trading Manager/Head of High Yield Investments Paul MatlackSenior Vice Senior Vice Mr. Matlack has served in President/Senior President/Senior Portfolio various capacities within Portfolio Manager/ Head of High FixedManager/Fixed Income Delaware Investments Income Strategist Strategist Christopher McCarthy Senior Vice Senior Vice Mr. McCarthy has President/Financial President/Financial served in various Institutions Sales Institutions Sales capacities within Delaware Investments YieldJohn P. McCarthySenior Vice Vice President/Senior Mr. McCarthy has President/Co-Head of Research Analyst served in various Credit Research/Senior capacities within Research Analyst Delaware Investments Brian McDonnell Senior Vice Senior Vice Mr. McDonnell has President/Senior President/Senior served in various Portfolio Manager/Senior Portfolio Manager/Senior capacities within Structured Products Structured Products Delaware Investments Analyst/Trader Analyst/Trader Timothy D. McGarrity Senior Vice Senior Vice Mr. McGarrity has President/Financial President/Financial served in various Services Officer Services Officer capacities within Delaware Investments Francis X. Morris Senior Vice President/Chief Investment Officer Senior Vice President/Chief Mr. Morris has served in President/Chief President/Chief various capacities within L-1Investment Officer - Investment Officer - Delaware Investments Core Equity Core Equity NamePositions and Offices with the TrustsPositions and Offices withDelaware Management Company— Core Equity Investment Officer — Core Equity Brian L. Murray, Jr. Senior Vice President/ Chief Compliance Senior Vice Mr. Murray has served in President/Chief President/Chief various capacities within Compliance Officer Compliance Officer Delaware Investments Officer Susan L. NataliniCompliance Officer Senior Vice Senior Vice Ms. Natalini has served in President/Head of Equity President/Head of various capacities within and Fixed Income Equity and Fixed Delaware Investments Business Operations Income Business Operations Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address with Manager with Registrant Offices Held D. Tysen Nutt Senior Vice President/Chief Investment Officer, Senior Vice President/Chief Mr. Nutt has served in Large Cap Value Equity Investment Officer, Large Cap Value President/Senior PortfolioPresident/Senior Portfolio various capacities within EquityManager/Team LeaderManager/Team Leader Delaware Investments Philip O. Obazee Senior Vice Senior Vice Mr. Obazee has served in President/Structured President/Structured various capacities within Products and Derivatives Products and Derivatives Delaware Investments Terrance M. O’Brien Senior Vice Senior Vice Mr. O’Brien has served President/Head of Fixed President/Head of Fixed in various capacities with Income Quantitative Income Quantitative Delaware Investments Analysis Department Analysis Department Marlene Petter Senior Vice Senior Vice Ms. Petter has served in President/Marketing President/Marketing various capacities within Communications Communications Delaware Investments Richard Salus Senior Vice Senior Vice Mr. Salus has served in President/Controller/ President/Chief Financial various capacities within Treasurer Officer Delaware Investments Senior Vice President/ Derivatives Manager Senior Vice President/Derivatives Chief Financial Officer – Optimum Fund Trust Manager Richard Salus Christopher M. TestaSenior Vice President/Chief Financial Officer Senior Vice President/ Mr. Testa has served in Controller/Treasurer President/SeniorPresident/Senior various capacities within Jeffrey S. Van Harte Senior Vice President/Chief Investment Officer Senior Vice President/Chief Portfolio Manager sincePortfolio Manager since Delaware Investments — Investment Officer — Focus Growth January 2014January 2014 Focus Growth Equity Equity Babak Zenouzi Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Mr. Zenouzi has served in Portfolio ManagerPresident/ChiefPresident/Chief various capacities within Investment Officer— Investment Officer- Delaware Investments Real Estate Securities Real Estate Securities and Income Solutions and Income Solutions Gary T. Abrams Vice President/Senior Equity Trader Vice President/Senior Mr. Abrams has served in Equity Trader Equity Trader various capacities within Delaware Investments Christopher S. Adams Vice President/ Portfolio Manager/Senior Equity Vice President/ Portfolio SeniorMr. Adams has served in Analyst Manager/Senior Equity AnalystPortfolio ManagerPortfolio Manager various capacities within Delaware Investments Damon J. Andres Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Mr. Andres has served in Portfolio Manager Portfolio Manager various capacities within Delaware Investments Wayne A. Anglace Vice President/ Credit Research Analyst SeniorVice President/ Credit Research SeniorMr. Anglace has served in Portfolio Manager Portfolio Manager various capacities within Delaware Investments Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address Analyst with Managerwith Registrant Offices Held Margaret MacCarthy Vice President/ Investment Specialist Vice President/ Investment Specialist Ms. Bacon has served in Bacon Investment Specialist Investment Specialist various capacities within Delaware Investments Patricia L. Bakely Vice President/Assistant Vice President/Assistant Ms. Bakely has served in Controller Controller various capacities within Delaware Investments Kristen E. Bartholdson Vice President Vice President/Senior Vice President/Senior Ms. Bartholdson has Bartholdson-Peter Portfolio Manager Portfolio Manager served in various capacities within Delaware Investments Todd Bassion Vice President/Portfolio Manager Vice President/Portfolio Mr. Bassion has served in Manager Manager various capacities within Delaware Investments Jo Anne Bennick Vice President/15(c) Reporting Vice President/15(c) Ms. Bennick has served in Reporting Reporting various capacities within Delaware Investments Richard E. Biester Vice President/Equity Trader Vice President/Equity Trader Christopher J. Bonavico Vice President/Senior Portfolio Manager/Equity Vice President/Senior Portfolio Mr. Biester has served in Equity Trader Equity Trader various capacities within Delaware Investments Analyst Sylvie S. BlenderManager/EquityVice President/Financial Vice President/Financial Ms. Blender has served in Institutions Client Institutions Client various capacities within Services Services Delaware Investments Kevin Bock Vice President/Municipal Vice President/Municipal Mr. Bock has served in Credit Analyst Credit Analyst various capacities within Delaware Investments Zoe Bradley Vice President/Municipal Vice President/Municipal Ms. Bradley has served in Bond Portfolio Analyst Bond Portfolio Analyst various capacities within Delaware Investments Vincent A. Brancaccio Vice President/Senior Equity Trader Vice President/Senior Equity Trader Mr. Brancaccio has Kenneth F. Broad Equity Trader Equity Trader served in various capacities within Delaware Investments Adam H. Brown Vice President/Portfolio Vice President/Portfolio Mr. Brown has served in Manager Manager various capacities within Delaware Investments Carolyn Brown-Jordan Vice President/ Vice President/ Ms. Brown-Jordan Investment Accounting Investment Accounting has served in various capacities within Delaware Investments McAfee S. Burke Vice President/Senior Portfolio Manager/Equity Vice President/Senior Portfolio Mr. Burke has served in Equity Analyst Equity Analyst various capacities within Delaware Investments Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address with Manager with Registrant Offices Held Mathew J. Calabro Vice President/Deputy Vice President/Deputy Mr. Calabro has served in Chief Compliance Chief Compliance Officer various capacities within Officer Delaware Investments Analyst Manager/Equity Analyst Kevin J. Brown Vice President/ Vice President/ ChiefSenior Investment Specialist Senior Investment SpecialistCompliance Officer - Optimum Fund Trust Mary Ellen M. Carrozza Vice President/Client Services Vice President/Client Services Ms. Carrozza has served in Carrozza Services Services various capacities within Delaware Investments StephenSteven G. CatricksVice President/Portfolio Manager Vice President/Portfolio ManagerMr. Catricks has served in Manager/Equity Analyst Manager/Equity Analyst various capacities within Delaware Investments Wen-Dar Chen Vice President/Portfolio Manager Vice President/Portfolio Mr. Chen has served in Manager—International Manager - International various capacities within Debt Debt Delaware Investments Anthony G. Ciavarelli Vice President/Associate General Vice President/Associate Mr. Ciavarelli has General Counsel/ General Counsel/ served in various Assistant Secretary Assistant Secretary capacities within Delaware Investments Counsel/Assistant Secretary Counsel/Assistant Secretary David F. Connor Sean ConnerVice President/ Deputy General DirectorVice President/ Deputy General DirectorMr. Connor has served in Counsel/Secretary Counsel/Secretaryof Fixed Income Productof Fixed Income Product various capacities within Management Management Delaware Investments Michael Costanzo Vice President/ Performance Analyst Manager Vice President/ Performance Analyst Mr. Costanzo has served in Performance Analyst Performance Analyst various capacities within Manager Manager Delaware Investments Kishor K. Daga Vice President/ Derivatives Operations Vice President/ Derivatives Mr. Daga has served in OperationsInstitutional AccountInstitutional Account various capacities within Services Services Delaware Investments Cori E. Daggett Vice President/Associate General Vice President/ Counsel/ Assistant AssociateMs. Daggett has served in Counsel/Assistant Secretary Secretary General Counsel/General Counsel/ various capacities within Craig C. Dembek Vice President/Senior Research Analyst Vice President/Senior Research Assistant Secretary Analyst Camillo D’Orazio Assistant SecretaryVice President/Investment Accounting Vice President/Investment Delaware Investments Ion Dan Vice President/Senior Vice President/Senior Mr. Dan has served in L-2Structured Products Structured Products various capacities within Analyst/Trader Analyst/Trader Delaware Investments Guido DeAscanis III Vice President/Senior Vice President/Senior Mr. DeAscanis has Credit Research Analyst Credit Research Analyst served in various capacities within Delaware Investments Kevin C. Donegan Vice President/Head of Vice President/Head of Mr. Donegan has served in Business Manager Business Manager various capacities within Delaware Investments and/or its affiliates since 1994 Name and Principal Positions and Offices with the TrustsPositions and Offices withOther Positions and Business Address with Manager with Registrant Offices Held Camillo D’Orazio Vice President/Ex-US Vice President/Ex-US Mr. D’Orazio has served in Client Service Officer Client Service Officer various capacities within Delaware Management CompanyInvestments Accounting Christopher M. Michael E. DresninVice President/ Portfolio Manager/Equity AssociateVice President/ Portfolio AssociateMr. Dresnin has served in Ericksen Analyst Manager/Equity AnalystGeneral Counsel/General Counsel/ various capacities within Assistant Secretary Assistant Secretary Delaware Investments Joel A. Ettinger Vice President/Taxation Vice President – Taxation Mr. Ettinger has served in various capacities within Delaware Investments Richard J. Filip Vice President – Taxation President/PortfolioVice President/Portfolio Mr. Filip has served in Devon K. Everhart Analyst/Trader- Analyst/Trader- various capacities within Convertible and Convertible and Delaware Investments Municipal Strategies Municipal Strategies Michelle Finder Vice President/Senior Research Analyst Vice President/Senior Research Ms. Finder has served in Credit Research Analyst Credit Research Analyst various capacities within Delaware Investments Joseph Fiorilla Vice President – Trading Operations Vice President – Trading Mr. Fiorilla has served in Operations Operations various capacities within Delaware Investments Charles E. Fish Vice President/Senior Equity Trader Vice President/Senior Mr. Fish has served in Equity Trader Equity Trader various capacities within Delaware Investments Clifford M. Fisher Vice President/ Senior Municipal Bond Trader Vice President/ Senior MunicipalMr. Fisher has served in Credit Analyst Credit Analyst various capacities within Delaware Investments Bond Trader Patrick G. Fortier FoleyVice President/ Portfolio Manager/Equity DirectorVice President/ Portfolio DirectorMr. Foley has served in Analyst Manager/of Equity AnalystProductof Equity Product various capacities within Management Management Delaware Investments Denise A. Franchetti Vice President/Portfolio Manager/Municipal Vice President/Portfolio Ms. Franchetti has Bond Credit Analyst Manager/ Municipal Bond Credit SeniorManager/Senior Research served in various Research Analyst Analyst capacities within Delaware Investments Lawrence G. Franko Vice President/Senior Equity Analyst Vice President/Senior Mr. Franko has served in Equity Analyst Equity Analyst various capacities within Delaware Investments Eric Frei Vice President/ Vice President/ Mr. Frei has served in Government and Government and Agency various capacities within Agency Analyst/Trader Analyst/Trader Delaware Investments Michael Friedman Vice President/Senior Vice President/Senior Mr. Friedman has served in Equity Analyst Equity Analyst various capacities within Delaware Investments Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address Analystwith Managerwith Registrant Offices Held Mark Frymiare Vice President/ Vice President/Marketing Mr. Frymiare has served in Marketing Support Support Services various capacities within Services Delaware Investments Daniel V. Geatens Vice President/ Vice President/Treasurer Mr. Geatens has served in Director of Financial various capacities within Administration Delaware Investments Vice President/Treasurer Vice President/Director of Financial –Administration Optimum Fund Trust Gregory A. Gizzi Vice President/ Head Municipal Bond Trader Vice President/ Head Municipal Bond Trader Barry S. Gladstein Vice President/Portfolio Manager Vice President/Portfolio Manager Gregg J. Gola Vice President/Senior High Yield Trader Vice President/Senior High Yield Trader Christopher Gowlland Vice President/Senior Quantitative Analyst Vice President/Senior Quantitative Mr. Gowlland has Quantitative Analyst Quantitative Analyst served in various Edward Gray Vice President/Senior Portfolio Manager Vice President/Senior Portfolio capacities within ManagerDelaware Investments David J. Hamilton Vice President/Credit Research Analyst Vice President/ Fixed Income Analyst CreditMr. Hamilton has Brian Hamlet Vice President/Senior Corporate Bond Trader Vice President/Senior Corporate Research AnalystResearch Analyst served in various Bond Trader capacities within Lisa L. Hansen Vice President/Head of Focus Growth Equity Vice President/Head of Focus Trading Growth Equity Trading Delaware Investments Gregory M. Heywood Brian HannonVice President/ Portfolio Manager/Equity High YieldVice President/ Portfolio High YieldMr. Hannon has served in Trader since April 2013 Trader since April 2013 various capacities within Delaware Investments Analyst Manager/Equity Analyst Sharon Hill Scott HastingsVice President/ Head of Equity Quantitative SeniorVice President/ Head of SeniorMr. Hastings has served in Equity Analyst Equity Analyst various capacities within Delaware Investments Research and Analytics Duane HewlettQuantitative Research and AnalyticsVice President/ Vice President/Structured Mr. Hewlett has served in Structured Product Product Analyst/Trader various capacities within Analyst/Trader Delaware Investments J. David Hillmeyer Vice President Vice President/ Corporate Bond SeniorVice President/Senior Mr. Hillmeyer has Portfolio Manager Portfolio Manager served in various capacities within Delaware Investments Trader Christopher M. Holland Jerel A. HopkinsVice President/ Portfolio Manager AssociateVice President/ Portfolio ManagerAssociateMr. Hopkins has served in General Counsel/ General Counsel/ various capacities within Assistant Secretary Assistant Secretary Delaware Investments Chungwei Hsia Vice President/ Senior Research Analyst EmergingVice President/ Senior Research EmergingMr. Hsia has served in Analyst and Developed Marketsand Developed Markets various capacities within Michael E. Hughes Vice President/Senior Equity Analyst Vice President/Senior Equity AnalystAnalyst Delaware Investments Jordan L. Irving Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Cynthia Isom Vice President/Portfolio Manager Vice President/Portfolio Manager Ms. Isom has served in Kenneth R. Jackson Vice President/Equity Trader Vice President/Quantitative AnalystManagerManager various capacities within Delaware Investments Stephen M. Juszczyszyn Vice President/ Structured Products PortfolioVice President/ Structured Products PortfolioMr. Juszczyszyn has Juszczyszyn Manager/Senior Manager/Senior served in various Structured Products Structured Products capacities within Analyst/Trader Analyst/Trader Delaware Investments Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address with Manager with Registrant Offices Held William F. Keelan Vice President/Senior Vice President/Senior Mr. Keelan has served in Quantitative Analyst Quantitative Analyst various capacities within Delaware Investments Nancy Keenan Vice President/Domestic Vice President/Domestic Ms. Keenan has served in Equity, Senior Product Equity, Senior Product various capacities within Manager Manager Delaware Investments Colleen Kneib Vice President/Municipal Vice President/Municipal Ms. Kneib has served in Credit Analyst Credit Analyst various capacities within Delaware Investments Daniel Ko Vice President/Senior Vice President/Senior Mr. Ko has served in Equity Analyst Equity Analyst various capacities within Delaware Investments Anu B. Kothari Vice President/ Equity Analyst Vice President/ Equity Analyst Roseanne L. Kropp Vice President/Senior Fund Analyst – High Vice President/Senior FundMs. Kothari has served in Equity Analyst Equity Analyst various capacities within Delaware Investments Nikhil G. Lalvani Vice President/Senior Vice President/Senior Mr. Lalvani has served in L-3Portfolio Manager Portfolio Manager various capacities within Delaware Investments Jamie LaScala Vice President/Global Vice President/Global Ms. LaScala has served in Equities/Senior Product Equities/Senior Product various capacities within Manager Manager Delaware Investments Kevin Lam Vice President/Portfolio Vice President/Portfolio Mr. Lam has served in Manager-Fixed Income Manager - Fixed Income various capacities within Separately Managed Separately Managed Delaware Investments Accounts Accounts Steven A. Landis Vice President/Senior Vice President/Senior Mr. Landis has served in Portfolio Manager - Portfolio Manager – various capacities within Emerging Markets Debt Emerging Markets Debt Delaware Investments Anthony A. Lombardi Vice President/Senior Vice President/Senior Mr. Lombardi has Portfolio Manager Portfolio Manager served in various capacities within Delaware Investments Kent Madden Vice President/Portfolio Vice President/Portfolio Mr. Madden has served in Manager/Equity Analyst Manager/Equity Analyst various capacities within Delaware Investments Andrew McEvoy Vice President/Trade Vice President/Trade Mr. McEvoy has served in Settlements Settlements various capacities within Delaware Investments Kelley McKee Vice President/Portfolio Vice President/Portfolio Ms. McKee has served in Manager/Equity Analyst Manager/Equity Analyst various capacities within Delaware Investments Name and Principal Positions and Offices with the Trusts Positions and Offices with Other Positions and Business Address with Manager with Registrant Offices Held Carleen Michalski Vice President/Product Vice President/Product Ms. Michalski has Manager Manager served in various capacities within Delaware Management CompanyInvestments Grade II - High Grade Nikhil G. Lalvani Saj MoradiVice President/Portfolio Manager Vice President/Senior Equity Analyst/Portfolio Manager Brian R. Lauzon Vice President/ Chief Operating Officer, Equity Vice President/Chief Operating Investments Officer, Equity Investments Anthony A. Lombardi Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Mr. Moradi has served in Manager Credit Research AnalystCredit Research Analyst various capacities within Francis P. Magee Vice President/Portfolio Analyst Vice President/Portfolio Analyst Delaware Investments John P. McCarthy Vice President/Senior Research Analyst/Trader Vice President/Senior Research Analyst/Trader Brian McDonnell Vice President/Structured Products Vice President/Structured Products Analyst/Trader Analyst/Trader Michael S. Morris Vice President/ Portfolio Manager/Senior Equity Vice President/Senior Mr. Morris has served in Portfolio Manager Portfolio Manager various capacities within Delaware Investments Analyst Manager/Senior Equity Analyst Terrance M. O’Brien ConstantineVice President/ Fixed Income Reporting Analyst ProductVice President/ Fixed Income ProductMr. Mylonas has served in (“Charlie”) Mylonas Reporting AnalystManager (SinceManager various capacities within June 2010) Delaware Investments Donald G. Padilla Vice President/ Portfolio Manager/Senior Equity Vice President/Senior Mr. Padilla has served in Portfolio Manager Portfolio Manager various capacities within Delaware Investments Analyst Manager/Senior Equity Analyst Daniel J. Prislin Alexendra R. ParsonVice President/ Senior Portfolio Manager/Equity FinancialVice President/ Senior Portfolio FinancialMs. Parson has served in Institutions Client Institutions Client various capacities within Services Services Delaware Investments Analyst Manager/Equity Analyst Gretchen Regan Will RainbowVice President/ Quantitative Analyst Vice President/ Quantitative AnalystMr. Rainbow has served in Engagement Strategy & Engagement Strategy & various capacities within Analytics Analytics Delaware Investments Mansur Z. Rasul Vice President/Head Vice President/Head Mr. Rasul has served in of Emerging Markets of Emerging Markets various capacities within Credit Trading Credit Trading Delaware Investments Carl Rice Vice President/Senior Investment Specialist, Vice President/Senior Investment Mr. Rice has served in Large Cap Value Focus Equity Investment Specialist Large Cap Value Focus Investment Specialist various capacities within EquityDelaware Investments Joseph T. Rogina Vice President/ Equity Trader SeniorVice President/ Equity Trader SeniorMr. Rogina has served in Debbie A. Sabo Vice President/Equity Trader – Focus Growth Vice President/Equity Trader – Focus various capacities within Equity Growth EquityDelaware Investments Kevin C. Schildt Vice President/Senior Municipal Credit Analyst Vice President/Senior Municipal Mr. Schildt has served in Research Analyst Research Analyst various capacities within Delaware Investments Credit Analyst Bruce Schoenfeld Scott B. SchroederVice President/ Equity Analyst Vice President/ Equity Analyst Mr. Schroeder has Nancy E. Smith Vice President — Investment Accounting GradeVice President — Investment Grade served in various Corporate Bond Trader Corporate Bond Trader capacities within Delaware Investments Accounting Brenda L. Sprigman Brian ScottoVice President/ Business Manager – Fixed Vice President/ Mr. Scotto has served in Government and Government and various capacities within Agency Trader Agency Trader Delaware Investments Name and Principal Positions and Offices Positions and Offices Other Positions and Business Address with Manager – with Registrant Offices Held Richard D. Seidel Vice President/Assistant Vice President/Assistant Mr. Seidel has served in Controller/Assistant Controller/Assistant various capacities within Treasurer Treasurer Delaware Investments Income Fixed Income Junee Tan-Torres Catherine A. SekleckiVice President/ Structured Solutions FinancialVice President/ Structured Solutions FinancialMs. Seklecki has served in Rudy D. Torrijos, III Institutions Client Institutions Client various capacities within Services Services Delaware Investments Sean M. Simmons Vice President/ Portfolio Manager Vice President/ Portfolio Manager Mr. Simmons has served in Michael J. Tung International Bond International Bond various capacities within Trader Trader Delaware Investments Barry Slawter Vice President/ Portfolio Manager RetailVice President/ PortfolioRetailMr. Slawter has served in Marketing & Content Marketing & Content various capacities within Strategy Strategy Delaware Investments Frank Strenger Vice President/High Vice President/High Yield Mr. Strenger has served in Yield Trader Trader various capacities within Delaware Investments Molly Thompson Vice President/Senior Vice President/Senior Ms. Thompson has Product Manager, Product Manager, served in various Specialty Products and Specialty Products and capacities within Solutions Solutions Delaware Investments Nitin P. Tuteja Vice President/ Vice President/ Mr. Tuteja has served in Quantitative Analyst Quantitative Analyst various capacities within Delaware Investments John C. Van Roden III Vice President/Municipal Vice President/Municipal Mr. Roden has served in Bond Trader/Head of Bond Trader/Head of various capacities within Municipal Bond Trading Municipal Bond Trading Delaware Investments Robert A. Vogel, Jr. Vice President/Senior Portfolio Manager Vice President/Senior Mr. Vogel has served in Portfolio Manager Portfolio Manager various capacities within Delaware Investments Manager Lori P. Wachs Nael H. WahaidiVice President/ Portfolio Manager Vice President/ Portfolio ManagerMr. Wahaidi has served in Quantitative Analyst Quantitative Analyst various capacities within Delaware Investments Jeffrey S. Wang Vice President/ Equity Analyst SeniorVice President/Senior Mr. Wang has served in Equity Analyst Equity Analyst various capacities within Delaware Investments Michael G. Wildstein Vice President/Senior Research Analyst Vice President/Senior Research Mr. Wildstein has served AnalystPortfolio ManagerPortfolio Manager in various capacities within Delaware Investments Kathryn R. Williams Vice President/Associate General Vice President/Associate Ms. Williams has served in General Counsel/ General Counsel/ various capacities within Assistant Secretary Assistant Secretary Delaware Investments Counsel/Assistant Secretary Counsel/Assistant Secretary Nashira Wynn Wei XiaoVice President/Portfolio Manager Vice President/Senior Equity Analyst/Portfolio Manager Guojia Zhang Vice President/ Equity Analyst SeniorVice President/Equity Analyst Mr. Xiao has served in Douglas R. Zinser Vice President/Credit ResearchEquity Analyst Vice President/Credit Research Equity Analyst various capacities within Analyst Delaware Investments MJ – NUMBER OF SHARES OF EACH FUND OUTSTANDINGJULY 31, 2009SharesFund Name Class Shares Outstanding Delaware American ServicesCash Reserve® FundA 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 236,624.35 180,130,175.220Delaware Cash Reserve Fund A 409,648,027.42 Consultant5,640,698.250 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 9,090,747.250Delaware Core Plus Bond Fund A 8,499,313.53 7,701,268.348 Delaware Core Plus Bond Fund B 590,047.37 I4,528,529.791 Delaware Core Plus Bond Fund C 762,595.96 1,043,525.249 Delaware Core Plus Bond Fund I 421,213.94 Delaware Core Plus Bond Fund R 30,797.35 876,629.075 Delaware Corporate Bond Fund A 84,164,830.28 79,687,174.657 Delaware Corporate Bond Fund B 2,185,573.07 C34,257,179.910 Delaware Corporate Bond Fund C 22,304,687.11 I100,339,036.267 Delaware Corporate Bond Fund I 9,192,140.79 R4,985,532.038 Delaware Corporate BondDiversified Floating Rate FundA 12,667,985.849 Delaware Diversified Floating Rate Fund C 10,082,985.747 Delaware Diversified Floating Rate Fund I 30,208,543.884 Delaware Diversified Floating Rate Fund R 2,053,525.00 83,416.251 Delaware Diversified Income Fund A 356,131,697.99 226,634,684.562 Delaware Diversified Income Fund B 5,635,860.95 C127,557,013.866 Delaware Diversified Income Fund C 123,919,293.56 I271,746,675.278 Delaware Diversified Income Fund I 27,333,904.45 Delaware Diversified Income Fund R 13,651,297.12 13,073,351.362 Delaware Dividend Income Fund A 22,944,114.03 23,784,072.310 Delaware Dividend Income Fund B 3,920,949.20 C22,964,444.501 Delaware Dividend Income Fund C 17,648,139.72 I11,538,819.950 Delaware Dividend Income Fund I 309,723.23 R280,542.559 Delaware DividendThe Core Plus Fixed Income PortfolioDPT 11,266,291.992 The Emerging Markets Portfolio DPT 29,745,206.820 The Emerging Markets Portfolio II DPT 4,507,383.238 The Focus Smid-Cap Growth Equity Portfolio DPT 2,608,377.739 The High-Yield Bond Portfolio DPT 20,788,390.825 The International Equity Portfolio DPT 28,561,406.439 The Labor Select International Equity Portfolio DPT 26,398,853.402 The Large-Cap Growth Equity Portfolio DPT 18,100,660.242 The Large-Cap Value Equity Portfolio DPT 8,365,667.041 The Select 20 Portfolio DPT 10,884,446.745 Fund Name R 313,635.21 ClassShares Outstanding Delaware Emerging Markets Fund A 28,477,236.53 25,243,296.365 Delaware Emerging Markets Fund B 1,696,559.45 I147,200,012.060 Delaware Emerging Markets Fund C 11,639,314.09 13,049,055.628 Delaware Emerging Markets Fund R 1,091,924.524 Delaware Emerging Markets Debt Fund A 255.541 Delaware Emerging Markets Debt Fund C 254.053 Delaware Emerging Markets Debt Fund I 9,094,544.14 2,227,000.029 Delaware Emerging Markets Debt Fund R 255.052 Delaware Extended Duration Bond Fund A 32,965,118.99 39,283,480.639 Delaware Extended Duration Bond Fund B 714,353.37 C5,015,088.373 Delaware Extended Duration Bond Fund C 3,416,477.09 I52,875,627.090 Delaware Extended Duration Bond Fund I 4,690,859.62 Delaware Extended Duration Bond Fund R 118,595.09 4,890,116.313 Delaware Focus Global Growth Fund A 196,781.95 1,467,447.944 Delaware Focus Global Growth Fund I 235,297.12 M-1C 306,505.280 Delaware Aggressive Allocation Portfolio Focus Global Growth FundA 3,465,604.00 I4,863,935.592 Delaware AggressiveFocus Global Growth FundR 7,793.860 Delaware Foundation® Conservative Allocation Portfolio FundB 459,043.89 A5,121,726.294 Delaware AggressiveFoundation Conservative Allocation Portfolio FundC 582,869.61 3,419,170.008 Delaware AggressiveFoundation Conservative Allocation Portfolio FundI 1,394,609.32 1,813,566.930 Delaware AggressiveFoundation Conservative Allocation Portfolio FundR 221,889.37 742,427.151 Delaware ConservativeFoundation Growth Allocation Portfolio FundA 4,308,791.41 4,207,896.248 Delaware ConservativeFoundation Growth Allocation Portfolio FundB 78,613.11 C1,024,954.490 Delaware ConservativeFoundation Growth Allocation Portfolio FundC 340,275.07 I1,818,481.788 Delaware ConservativeFoundation Growth Allocation Portfolio FundI 1,007,016.76 R1,406,953.153 Delaware ConservativeFoundation Moderate Allocation Portfolio FundR 88,789.27 A16,517,792.245 Delaware Foundation Moderate Allocation Portfolio FundA 20,011,562.38 C2,376,168.603 Delaware Foundation Moderate Allocation Portfolio FundB 642,801.03 I5,116,589.189 Delaware Foundation Moderate Allocation Portfolio FundC 1,022,400.14 Delaware Moderate Allocation Portfolio I 3,847,726.70 Delaware Moderate Allocation Portfolio R 162,904.97 1,970,040.361 Delaware Global Real Estate SecuritiesOpportunities FundA 182.265 989,479.560 Delaware Global Real Estate SecuritiesOpportunities FundC 313,608.978 Delaware Global Real Estate Opportunities Fund I 359,843.89 6,196,180.997 Delaware Global Real Estate Opportunities Fund R 19,929.761 Delaware Global Value Fund A 3,236,022.17 1,438,815.262 Delaware Global Value Fund B 569,699.44 C492,810.958 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 56,155.55 201,773.575Delaware Healthcare Fund A 120,909.07 10,629,397.020 Fund Name Class Shares Outstanding Delaware Healthcare Fund C 3,764,397.432 Delaware Healthcare Fund I 256,109.18 8,840,919.393 Delaware Healthcare Fund R 275,484.803 Delaware High-Yield Opportunities Fund A 73,450,305.52 66,200,340.351 Delaware High-Yield Opportunities Fund B 3,364,718.10 C18,790,876.849 Delaware High-Yield Opportunities Fund C 8,815,757.03 I54,007,167.156 Delaware High-Yield Opportunities Fund I 12,694,132.20 Delaware High-Yield Opportunities Fund R 4,294,740.65 3,508,567.260 Delaware Inflation Protected Bond Fund A 8,312,339.23 2,946,571.810 Delaware Inflation Protected Bond Fund B 188,301.72 C2,127,573.325 Delaware Inflation Protected Bond Fund C 4,027,833.86 Delaware Inflation Protected Bond Fund I 9,419,003.59 2,005,726.489 Delaware International Value Equity Fund A 14,840,111.11 5,496,118.782 Delaware International Value Equity Fund B 1,067,080.39 I13,463,706.151 Delaware International Value Equity Fund C 5,175,961.29 2,161,109.423 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 Delaware Large Cap Core Fund I 252,689.79 M-2Delaware Large Cap Value Fund RA 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 111,520.19 155,597.130Delaware Limited-Term Diversified Income Fund A 63,645,553.57 55,229,370.232 Delaware Limited-Term Diversified Income Fund B 407,345.24 I63,362,011.832 Delaware Limited-Term Diversified Income Fund C 18,200,945.79 20,482,327.777 Delaware Limited-Term Diversified Income Fund I 2,071,289.06 Delaware Limited-Term Diversified Income Fund R 365,963.82 921,376.469 Delaware Mid Cap Value Fund A 34,392.69 724,517.696 Delaware Mid Cap Value Fund C 9,428.66 188,859.850 Delaware Mid Cap Value Fund I 1,341,173.84 177,559.766 Delaware Mid Cap Value Fund R 3.224 8,844.851 Delaware Minnesota High-Yield Municipal Bond Fund A 10,927,247.96 I1,107,096.545 Delaware Minnesota High-Yield Municipal Bond Fund B 509,394.77 A11,246,337.277 Delaware Minnesota High-Yield Municipal Bond Fund C 2,507,347.47 2,986,602.875 Delaware National High-Yield Municipal Bond Fund A 7,632,607.68 20,881,436.292 Delaware National High-Yield Municipal Bond Fund B 167,569.47 C7,694,952.516 Delaware National High-Yield Municipal Bond Fund C 850,944.11 I50,587,827.879 The Real Estate Investment Trust Portfolio
(also known as Delaware National High-Yield Municipal Bond Fund REIT Fund)I 138.63 A6,553,264.239 The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund Fund)A 8,434,200.70 C1,551,333.532 The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund Fund)I 13,643,975.31 7,563,923.736 The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund Fund)R 504,554.78 Delaware REIT Fund B 1,611,608.58 Delaware REIT Fund C 2,222,726.92 869,139.258Delaware Select Growth Fund A 5,716,873.40 8,197,496.870 Delaware Select Growth Fund B 950,262.41 C2,543,124.746 Fund Name Class Shares Outstanding Delaware Select Growth Fund C 1,324,332.74 I9,781,506.623 Delaware Select Growth Fund R 34,564.97 Delaware Select Growth Fund I 3,144,775.77 424,824.875Delaware Small Cap Core Fund A 2,422,168.04 7,536,954.722 Delaware Small Cap Core Fund C 985,111.48 3,268,970.132 Delaware Small Cap Core Fund I 3,287,676.99 14,206,056.992 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 484,411.67 875,541.657Delaware Small Cap Value Fund A 8,967,675.27 15,137,123.862 Delaware Small Cap Value Fund B 826,429.50 I32,662,612.894 Delaware Small Cap Value Fund C 1,916,299.16 2,468,219.565 Delaware Small Cap Value Fund I 460,530.57 M-3R 1,665,367.618 Delaware SmallSmid Cap ValueGrowth FundA 29,200,495.257 Delaware Smid Cap Growth Fund I 10,031,706.483 Delaware Smid Cap Growth Fund C 3,855,582.592 Delaware Smid Cap Growth Fund R 603,477.76 637,127.226 Delaware Tax-Free Pennsylvania Fund A 54,791,017.471 Delaware Tax-Free Pennsylvania Fund C 4,051,590.033 Delaware Tax-Free Pennsylvania Fund I 915,557.255 Delaware Tax-Free Arizona Fund A 10,203,952.88 I35,893.880 Delaware Tax-Free Arizona Fund B 588,318.73 A6,958,131.931 Delaware Tax-Free Arizona Fund C 654,557.17 555,771.538 Delaware Tax-Free California Fund A 5,799,662.70 I940,964.843 Delaware Tax-Free California Fund B 472,859.80 A5,705,156.408 Delaware Tax-Free California Fund C 1,289,320.83 1,347,627.470 Delaware Tax-Free Colorado Fund A 21,197,643.71 I399,489.844 Delaware Tax-Free Colorado Fund B 263,399.13 A16,048,350.049 Delaware Tax-Free Colorado Fund C 1,050,445.66 1,056,358.114 Delaware Tax-Free Idaho Fund A 7,268,912.69 I241,559.014 Delaware Tax-Free Idaho Fund B 292,637.86 A6,672,468.310 Delaware Tax-Free Idaho Fund C 1,436,225.92 2,588,778.490 Delaware Tax-Free Minnesota Fund A 46,448,175.64 I1,976,592.292 Delaware Tax-Free Minnesota Fund B 788,675.50 A39,108,484.299 Delaware Tax-Free Minnesota Fund C 2,745,470.03 3,351,978.115 Delaware Tax-Free Minnesota Intermediate Fund A 6,938,349.18 I234,935.405 Delaware Tax-Free Minnesota Intermediate Fund B 29,185.30 A7,757,609.194 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 1,088,033.069Delaware Tax-Free New York Fund A 2,122,756.76 I850,690.267 Delaware Tax-Free New York Fund B 99,781.27 A4,219,527.067 Fund Name Class Shares Outstanding 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 1,592,315.879Delaware Tax-Free USA Fund A 49,516,664.15 41,790,673.147 Delaware Tax-Free USA Fund B 757,392.82 C2,524,136.833 Delaware Tax-Free USA Fund C 1,855,403.30 Delaware Tax-Free USA Fund I 104.593 2,172,660.516 Delaware Tax-Free USA Intermediate Fund A 39,157,223.47 19,236,120.173 Delaware Tax-Free USA Intermediate Fund B 76,500.53 C4,376,276.529 Delaware Tax-Free USA Intermediate Fund C 3,439,848.28 Delaware Tax-Free USA Intermediate Fund I 96.512 Delaware Trend Fund A 22,941,115.49 Delaware Trend Fund B 1,803,600.98 Delaware Trend Fund C 3,258,227.52 Delaware Trend Fund I 1,850,379.41 Delaware Trend Fund R 187,363.74 38,254,254.659Delaware U.S. Growth Fund A 11,918,929.41 14,768,555.806 Delaware U.S. Growth Fund B 644,208.92 C4,039,501.372 Delaware U.S. Growth Fund C 1,311,758.06 I112,601,595.540 Delaware U.S. Growth Fund I 38,881,699.89 M-4R 980,941.227 Delaware U.S. GrowthValue® FundR 303,428.38 A138,034,543.643 Delaware Value Fund B 378,120.36 C25,187,420.947 Delaware Value Fund C 2,839,247.86 I232,480,293.284 Delaware Value Fund I 7,570,791.16 R2,555,234.953 Delaware VIP® Diversified Income Series Standard 43,476,904.793 Delaware VIP Diversified Income Series Service 170,211,695.701 Delaware VIP Emerging Markets Series Standard 8,862,400.467 Delaware VIP Emerging Markets Series Service 18,736,588.113 Delaware VIP High Yield Series Standard 24,223,096.874 Delaware VIP High Yield Series Service 36,671,706.355 Delaware VIP International Value Fund Equity SeriesR 211,514.86 Standard5,322,726.466 Delaware VIP International Value Equity Series Service 13,817.886 Delaware VIP Limited-Term Diversified Income Series Standard 6,027,385.614 Delaware VIP Limited-Term Diversified Income Series Service 143,414,243.049 Delaware VIP REIT Series Standard 16,864,494.222 Delaware VIP REIT Series Service 16,331,310.708 Delaware VIP Small Cap Value Series Standard 9,375,947.835 Delaware VIP Small Cap Value Series Service 17,893,171.747 Delaware VIP Smid Cap Growth Series Standard 12,746,160.391 Delaware VIP Smid Cap Growth Series Service 6,958,172.795 Delaware VIP U.S. Growth Series Standard 11,739,065.537 Delaware VIP U.S. Growth Series Service 26,892,368.375 Delaware VIP Value Series Standard 17,893,256.656 Delaware VIP Value Series Service 11,232,526.788 N —K – 1% SHARE OWNERSHIPJuly 31, 2009,January 22, 2015, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding voting shares of the following Funds and classes:Fund Class Shareholders Address Total Shares Percentage DELAWARE GLOBAL VALUE FUND A TODD BASSION 1,438,815.262 2.6467% BOSTON MA 02109-1428 DELAWARE HEALTHCARE FUND A LIU-ER CHEN AND 10,629,397.020 6.9531% DAWN DING JT WROS BROOKLINE MA 02445 DELAWARE MID CAP VALUE FUND A KELLEY A MCKEE 724,517.696 1.2947% PHILADELPHIA PA 19146 FundClassPercentageDelaware Large Cap Value Fund Institutional Class 5.64% Delaware Trend®FundInstitutional Class 1.58% Delaware Growth Opportunities Fund Institutional Class 2.25% Delaware Small Cap Value Fund Institutional Class 8.79% Delaware Moderate Allocation Portfolio5Institutional Class 2.56% Delaware Aggressive Allocation Portfolio6Institutional 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% 5 On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.6 On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund.O —L – 5% SHARE OWNERSHIPJuly 31, 2009,January 22, 2015, the accounts of each class of each Fund that own of record 5% or more of such class. Unless otherwise indicated, the Trusts have no knowledge of beneficial ownership.Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 431,498.810 7.65% CASH RESERVE® FUND SPECIAL CUSTODY ACCT FOR THE CONSULTANT EXCLUSIVE BENEFIT OF CUSTOMER CLASS 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE CASH DELAWARE DISTRIBUTORS L.P. 17,707,892.490 9.83% RESERVE FUND CORPORATE ACCOUNTING CLASS A 2005 MARKET ST FL 9 PHILA PA 19103-7007 DELAWARE CASH FIRST CLEARING LLC 1,051,505.940 11.57% RESERVE FUND SPECIAL CUSTODY ACCT FOR THE CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE CASH MORGAN STANLEY SMITH BARNEY 972,254.100 10.69% RESERVE FUND HARBORSIDE FINANCIAL CENTER CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE CASH UBS WM USA 886,066.870 9.75% RESERVE FUND OMNI ACCOUNT M/F CLASS C ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE CASH MLPF&S FOR THE SOLE 676,133.480 7.44% RESERVE FUND BENEFIT OF ITS CUSTOMERS CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE CASH ROXANNE A PONTOW TTEE 1,007,277.400 11.08% RESERVE FUND JANET P KOENNECKE CLASS C REVOCABLE LIVING TRUST SANDY OR 97055 DELAWARE CORE CHARLES SCHWAB & CO INC 1,326,081.815 17.22% PLUS BOND FUND SPEC CUSTODY ACCT FOR THE EXCL CLASS A BNFT OF CUSTS ATTN MUT FDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE CORE PERSHING LLC 618,576.067 8.03% PLUS BOND FUND 1 PERSHING PLAZA CLASS A JERSEY CITY NJ 07399-0002 Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Aggressive A MLPF&S FOR THE SOLE 433,735.130 12.65% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Aggressive A PIMS/PRUDENTIAL RETIREMENT AS 985,508.511 28.73% Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL HOAG SHELTERED SAVS PLAN 1 HOAG DR NEWPORT BEACH CA 92663-4162 Delaware Aggressive C MLPF&S FOR THE SOLE 49,567.034 8.58% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Aggressive I C/O MUTUAL FUNDS 164,199.066 11.97% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO DELAWARE MGMT HOLDINGS INC EMP 401K ACCOUNT PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Aggressive I C/O MUTUAL FUNDS 190,469.430 13.89% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Aggressive I C/O MUTUAL FUNDS 954,399.024 69.58% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Aggressive R KIMBERLY CLARK 11,697.464 5.43% Allocation Portfolio FBO C U LEASING CORP 401K PSP & TRUST 3570 CAMINO DEL RIO N #300 SAN DIEGO CA 92108-1747 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE CORE MLPF&S FOR THE SOLE 295,328.859 28.30% PLUS BOND FUND BENEFIT OF ITS CUSTOMERS CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE CORE MORGAN STANLEY SMITH BARNEY 177,279.257 16.99% PLUS BOND FUND HARBORSIDE FINANCIAL CENTER CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE CORE PERSHING LLC 86,795.489 8.32% PLUS BOND FUND 1 PERSHING PLAZA CLASS C JERSEY CITY NJ 07399-0002 DELAWARE CORE NATIONAL FINANCIAL 77,918.100 7.47% PLUS BOND FUND SERVICES LLC CLASS C (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE CORE RAYMOND JAMES 72,872.532 6.98% PLUS BOND FUND OMNIBUS FOR MUTUAL FUNDS CLASS C ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE CORE FIRST CLEARING LLC 66,860.039 6.41% PLUS BOND FUND SPECIAL CUSTODY ACCT FOR THE CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE CORE NATIONAL FINANCIAL 1,295,988.459 28.62% PLUS BOND FUND SERVICES LLC CLASS I (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE CORE RAYMOND JAMES 339,097.620 7.49% PLUS BOND FUND ATTN COURTNEY WALLER CLASS I 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE CORE WELLS FARGO BANK NA 884,160.567 19.52% PLUS BOND FUND FBO BMI PENSION - FUNDS CLASS I PO BOX 1533 MINNEAPOLIS, MN 55480 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE CORE DRAPER & CO 505,995.003 11.17% PLUS BOND FUND 801 LANCASTER AVE CLASS I BRYN MAWR, PA 19010 DELAWARE CORE LINCOLN RETIREMENT SERVICES CO 231,286.753 5.11% PLUS BOND FUND FBO MACQUARIE HOLDINGS CLASS I USA INC 401A P.O. BOX 7876 FORT WAYNE IN 46801-7876 DELAWARE CORE LINCOLN RETIREMENT SERVICES CO 602,481.002 68.73% PLUS BOND FUND FBO SANTAFE HLTHCRE 401K CLASS R P.O. BOX 7876 FORT WAYNE IN 46801-7876 DELAWARE CORE MLPF&S FOR THE SOLE 74,152.959 8.46% PLUS BOND FUND BENEFIT OF ITS CUSTOMERS CLASS R ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE NATIONAL FINANCIAL 12,045,674.533 15.12% CORPORATE SERVICES LLC BOND FUND (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE PERSHING LLC 6,388,219.106 8.02% CORPORATE 1 PERSHING PLAZA BOND FUND JERSEY CITY NJ 07399-0002 CLASS A DELAWARE MLPF&S FOR THE SOLE 6,251,346.429 7.84% CORPORATE BENEFIT OF ITS CUSTOMERS BOND FUND ATTENTION: FUND ADMIN SEC CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 4,283,845.410 5.38% CORPORATE SPECIAL CUSTODY ACCT FOR THE BOND FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE DCGT AS TTEE 4,255,208.637 5.34% CORPORATE CUST FBO PLIC VARIOUS BOND FUND RETIREMENT PLANS OMNIBUS CLASS A ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 13,318,831.340 38.88% CORPORATE BENEFIT OF ITS CUSTOMERS BOND FUND ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 5,208,103.750 15.20% CORPORATE SPECIAL CUSTODY ACCT FOR THE BOND FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 3,223,555.197 9.41% CORPORATE HARBORSIDE FINANCIAL CENTER BOND FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE PERSHING LLC 2,676,606.212 7.81% CORPORATE 1 PERSHING PLAZA BOND FUND JERSEY CITY NJ 07399-0002 CLASS C DELAWARE NATIONAL FINANCIAL 2,056,589.695 6.00% CORPORATE SERVICES LLC BOND FUND (FBO) OUR CUSTOMERS CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE RAYMOND JAMES 1,745,162.168 5.09% CORPORATE OMNIBUS FOR MUTUAL FUNDS BOND FUND ATTN COURTNEY WALLER CLASS C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE MLPF&S FOR THE SOLE 46,739,306.851 46.58% CORPORATE BENEFIT OF ITS CUSTOMERS BOND FUND ATTENTION: FUND ADMIN SEC CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE UBS WM USA 12,685,003.035 12.64% CORPORATE OMNI ACCOUNT M/F BOND FUND ATTN DEPARTMENT MANAGER CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE NATIONAL FINANCIAL 10,132,554.077 10.10% CORPORATE SERVICES LLC BOND FUND (FBO) OUR CUSTOMERS CLASS I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 9,360,669.225 9.33% CORPORATE SPECIAL CUSTODY ACCT FOR THE BOND FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 5,134,756.077 5.12% CORPORATE HARBORSIDE FINANCIAL CENTER BOND FUND PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE MLPF&S FOR THE SOLE 907,307.004 18.20% CORPORATE BENEFIT OF ITS CUSTOMERS BOND FUND ATTENTION: FUND ADMIN SEC CLASS R 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE DCGT AS TTEE AND/OR CUST 2,534,577.718 50.84% CORPORATE FBO PLIC VARIOUS RETIREMENT BOND FUND PLANS OMNIBUS CLASS R ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 DELAWARE PERSHING LLC 2,142,391.965 16.91% DIVERSIFIED 1 PERSHING PLAZA FLOATING RATE JERSEY CITY NJ 07399-0002 FUND CLASS A DELAWARE MLPF&S FOR THE SOLE 1,280,313.055 10.11% DIVERSIFIED BENEFIT OF ITS CUSTOMERS FLOATING RATE ATTENTION: FUND ADMIN SEC FUND CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 1,161,782.322 9.17% DIVERSIFIED HARBORSIDE FINANCIAL CENTER FLOATING RATE PLAZA 2 3RD FL FUND CLASS A JERSEY CITY NJ 07311 DELAWARE UBS WM USA 1,054,985.463 8.33% DIVERSIFIED OMNI ACCOUNT M/F FLOATING RATE ATTN DEPARTMENT MANAGER FUND CLASS A 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE FIRST CLEARING LLC 742,027.356 5.86% DIVERSIFIED SPECIAL CUSTODY ACCT FOR THE FLOATING RATE EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NATIONAL FINANCIAL 731,470.962 5.77% DIVERSIFIED SERVICES LLC FLOATING RATE (FBO) OUR CUSTOMERS FUND CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 3,598,768.206 35.69% DIVERSIFIED BENEFIT OF ITS CUSTOMERS FLOATING RATE ATTENTION: FUND ADMIN SEC FUND CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 1,757,906.419 17.43% DIVERSIFIED SPECIAL CUSTODY ACCT FOR THE FLOATING RATE EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 1,243,993.894 12.34% DIVERSIFIED HARBORSIDE FINANCIAL CENTER FLOATING RATE PLAZA 2 3RD FL FUND CLASS C JERSEY CITY NJ 07311 DELAWARE UBS WM USA 999,544.848 9.91% DIVERSIFIED OMNI ACCOUNT M/F FLOATING RATE ATTN DEPARTMENT MANAGER FUND CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE LPL FINANCIAL 511,382.114 5.07% DIVERSIFIED --OMNIBUS CUSTOMER ACCOUNT-- FLOATING RATE ATTN: LINDSAY O’TOOLE FUND CLASS C 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE MLPF&S FOR THE SOLE 11,810,183.019 39.10% DIVERSIFIED BENEFIT OF ITS CUSTOMERS FLOATING RATE ATTENTION: FUND ADMIN SEC FUND CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 5,517,271.023 18.26% DIVERSIFIED HARBORSIDE FINANCIAL CENTER FLOATING RATE PLAZA 2 3RD FL FUND CLASS I JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 4,690,079.429 15.53% DIVERSIFIED SPECIAL CUSTODY ACCT FOR THE FLOATING RATE EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE UBS WM USA 3,733,834.573 12.36% DIVERSIFIED OMNI ACCOUNT M/F FLOATING RATE ATTN DEPARTMENT MANAGER FUND CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MORGAN STANLEY SMITH BARNEY 75,169.509 90.11% DIVERSIFIED HARBORSIDE FINANCIAL CENTER FLOATING RATE PLAZA 2 3RD FL FUND CLASS R JERSEY CITY NJ 07311 DELAWARE NATIONAL FINANCIAL 31,484,443.105 13.89% DIVERSIFIED SERVICES LLC INCOME FUND (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 29,131,578.952 12.85% DIVERSIFIED BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE LPL FINANCIAL 15,561,912.251 6.87% DIVERSIFIED --OMNIBUS CUSTOMER ACCOUNT-- INCOME FUND ATTN: LINDSAY O’TOOLE CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE PERSHING LLC 15,406,131.608 6.80% DIVERSIFIED 1 PERSHING PLAZA INCOME FUND JERSEY CITY NJ 07399-0002 CLASS A DELAWARE UBS WM USA 11,820,163.548 5.22% DIVERSIFIED OMNI ACCOUNT M/F INCOME FUND ATTN DEPARTMENT MANAGER CLASS A 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MLPF&S FOR THE SOLE 35,829,534.691 28.09% DIVERSIFIED BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 19,839,224.132 15.55% DIVERSIFIED HARBORSIDE FINANCIAL CENTER INCOME FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 14,429,180.584 11.31% DIVERSIFIED SPECIAL CUSTODY ACCT FOR THE INCOME FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 11,823,778.259 9.27% DIVERSIFIED OMNI ACCOUNT M/F INCOME FUND ATTN DEPARTMENT MANAGER CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE NATIONAL FINANCIAL SERVICES LLC 9,961,931.883 7.81% DIVERSIFIED (FBO) OUR CUSTOMERS INCOME FUND ATTN MUTUAL FUNDS CLASS C DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE RAYMOND JAMES 8,645,720.041 6.78% DIVERSIFIED OMNIBUS FOR MUTUAL FUNDS INCOME FUND ATTN COURTNEY WALLER CLASS C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE FIRST CLEARING LLC 57,855,432.565 21.29% DIVERSIFIED SPECIAL CUSTODY ACCT FOR THE INCOME FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 53,269,810.459 19.60% DIVERSIFIED OMNI ACCOUNT M/F INCOME FUND ATTN DEPARTMENT MANAGER CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MLPF&S FOR THE SOLE 41,941,694.865 15.43% DIVERSIFIED BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 29,868,102.826 10.99% DIVERSIFIED HARBORSIDE FINANCIAL CENTER INCOME FUND PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE LPL FINANCIAL 24,790,601.630 9.12% DIVERSIFIED --OMNIBUS CUSTOMER ACCOUNT-- INCOME FUND ATTN: LINDSAY O’TOOLE CLASS I 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE PERSHING LLC 20,990,481.215 7.72% DIVERSIFIED 1 PERSHING PLAZA INCOME FUND JERSEY CITY NJ 07399-0002 CLASS I DELAWARE MLPF&S FOR THE SOLE 3,542,231.141 27.10% DIVERSIFIED BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS R 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE HARTFORD LIFE INSURANCE CO 1,769,468.297 13.53% DIVERSIFIED SEP ACCT INCOME FUND ATTN UIT OPERATIONS CLASS R PO BOX 2999 HARTFORD CT 06104-2999 DELAWARE FIRST CLEARING LLC 2,701,645.963 11.36% DIVIDEND SPECIAL CUSTODY ACCT FOR THE INCOME FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE NATIONAL FINANCIAL 2,610,235.504 10.97% DIVIDEND SERVICES LLC INCOME FUND (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 2,235,906.257 9.40% DIVIDEND BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE LPL FINANCIAL 1,711,966.035 7.20% DIVIDEND --OMNIBUS CUSTOMER ACCOUNT-- INCOME FUND ATTN: LINDSAY O’TOOLE CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE PERSHING LLC 1,546,263.923 6.50% DIVIDEND 1 PERSHING PLAZA INCOME FUND JERSEY CITY NJ 07399-0002 CLASS A DELAWARE MORGAN STANLEY SMITH BARNEY 1,423,567.198 5.99% DIVIDEND HARBORSIDE FINANCIAL CENTER INCOME FUND PLAZA 2 3RD FL CLASS A JERSEY CITY NJ 07311 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE CHARLES SCHWAB & CO INC 1,240,648.906 5.22% DIVIDEND SPECIAL CUSTODY ACCT INCOME FUND FBO CUSTOMERS CLASS A ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE MLPF&S FOR THE SOLE 6,033,383.122 26.27% DIVIDEND BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 3,738,438.490 16.28% DIVIDEND HARBORSIDE FINANCIAL CENTER INCOME FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 3,582,402.557 15.60% DIVIDEND SPECIAL CUSTODY ACCT FOR THE INCOME FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 2,024,058.976 8.81% DIVIDEND OMNI ACCOUNT M/F INCOME FUND ATTN DEPARTMENT MANAGER CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE NATIONAL FINANCIAL 1,477,357.001 6.43% DIVIDEND SERVICES LLC INCOME FUND (FBO) OUR CUSTOMERS CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE RAYMOND JAMES 1,323,264.611 5.76% DIVIDEND OMNIBUS FOR MUTUAL FUNDS INCOME FUND ATTN COURTNEY WALLER CLASS C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE MLPF&S FOR THE SOLE 3,391,835.715 29.39% DIVIDEND BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 2,371,582.389 20.55% DIVIDEND HARBORSIDE FINANCIAL INCOME FUND CENTER PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 2,125,171.059 18.42% DIVIDEND SPECIAL CUSTODY ACCT FOR THE INCOME FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 1,110,097.920 9.62% DIVIDEND OMNI ACCOUNT M/F INCOME FUND ATTN DEPARTMENT MANAGER CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE LPL FINANCIAL 692,840.496 6.00% DIVIDEND --OMNIBUS CUSTOMER ACCOUNT-- INCOME FUND ATTN: LINDSAY O’TOOLE CLASS I 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE NATIONAL FINANCIAL 686,138.539 5.95% DIVIDEND SERVICES LLC INCOME FUND (FBO) OUR CUSTOMERS CLASS I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE RELIANCE TRUST COMPANY 121,411.285 43.28% DIVIDEND FBO MASSMUTUAL DMF INCOME FUND P.O. BOX 48529 CLASS R ATLANTA GA 30362 DELAWARE ASCENSUS TRUST COMPANY 25,702.956 9.16% DIVIDEND FBO WOODSTOCK INTERNAL INCOME FUND MEDICINE SPECIAL CLASS R P.O. BOX 10758 FARGO, ND 58106 DELAWARE ASCENSUS TRUST COMPANY 14,641.077 5.22% DIVIDEND FBO GRUBBS CHEVROLET, INC. INCOME FUND 401(K) PLAN CLASS R P.O. BOX 10758 FARGO, ND 58106 DELAWARE MLPF&S FOR THE SOLE 60,914.144 21.71% DIVIDEND BENEFIT OF ITS CUSTOMERS INCOME FUND ATTENTION: FUND ADMIN SEC CLASS R 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE PERSHING LLC 14,737.621 5.25% DIVIDEND 1 PERSHING PLAZA INCOME FUND JERSEY CITY NJ 07399-0002 CLASS R Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE DELAWARE MANAGEMENT 252.363 98.76% EMERGING HOLDINGS, INC. MARKETS DEBT C/O RICK SALUS FUND CLASS A 2005 MARKET ST PHILADELPHIA PA 19103-7028 DELAWARE DEL MANAGEMENT HOLDINGS, INC. 250.849 98.74% EMERGING C/O RICK SALUS MARKETS DEBT 2005 MARKET ST FUND CLASS C PHILADELPHIA PA 19103-7028 DELAWARE DEL MANAGEMENT HOLDINGS, INC. 2,226,996.781 100.00% EMERGING C/O RICK SALUS MARKETS DEBT 2005 MARKET ST FUND CLASS I PHILADELPHIA PA 19103-7028 DELAWARE DEL MANAGEMENT HOLDINGS, INC. 251.842 98.74% EMERGING C/O RICK SALUS MARKETS DEBT 2005 MARKET ST FUND CLASS R PHILADELPHIA PA 19103-7028 DELAWARE NATIONAL FINANCIAL 3,738,834.253 14.81% EMERGING SERVICES LLC MARKETS FUND (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 2,856,699.295 11.32% EMERGING BENEFIT OF ITS CUSTOMERS MARKETS FUND ATTENTION: FUND ADMIN SEC CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE PERSHING LLC 2,845,611.609 11.27% EMERGING 1 PERSHING PLAZA MARKETS FUND JERSEY CITY NJ 07399-0002 CLASS A DELAWARE CHARLES SCHWAB & CO INC 1,903,933.965 7.54% EMERGING SPEC CUSTODY ACCT FOR THE EXCL MARKETS FUND BNFT OF CUSTS ATTN MUT FDS CLASS A 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE MORGAN STANLEY SMITH BARNEY 1,767,732.397 7.00% EMERGING HARBORSIDE FINANCIAL CENTER MARKETS FUND PLAZA 2 3RD FL CLASS A JERSEY CITY NJ 07311 DELAWARE LPL FINANCIAL 1,316,222.750 5.21% EMERGING --OMNIBUS CUSTOMER ACCOUNT-- MARKETS FUND ATTN: LINDSAY O’TOOLE CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 3,248,708.436 24.90% EMERGING BENEFIT OF ITS CUSTOMERS MARKETS FUND ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 2,621,020.572 20.09% EMERGING HARBORSIDE FINANCIAL CENTER MARKETS FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 1,549,859.443 11.88% EMERGING SPECIAL CUSTODY ACCT FOR THE MARKETS FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 1,212,789.606 9.29% EMERGING OMNI ACCOUNT M/F MARKETS FUND ATTN DEPARTMENT MANAGER CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE NATIONAL FINANCIAL 777,038.305 5.95% EMERGING SERVICES LLC MARKETS FUND (FBO) OUR CUSTOMERS CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE LPL FINANCIAL 739,546.905 5.67% EMERGING --OMNIBUS CUSTOMER ACCOUNT-- MARKETS FUND ATTN: LINDSAY O’TOOLE CLASS C 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE PERSHING LLC 659,052.869 5.05% EMERGING 1 PERSHING PLAZA MARKETS FUND JERSEY CITY NJ 07399-0002 CLASS C DELAWARE CHARLES SCHWAB & CO INC 38,592,893.599 26.22% EMERGING SPEC CUSTODY ACCT FOR THE EXCL MARKETS FUND BNFT OF CUSTS ATTN MUT FDS CLASS I 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE MLPF&S FOR THE SOLE 27,438,911.953 18.64% EMERGING BENEFIT OF ITS CUSTOMERS MARKETS FUND ATTENTION: FUND ADMIN SEC CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE PERSHING LLC 16,616,056.580 11.29% EMERGING 1 PERSHING PLAZA MARKETS FUND JERSEY CITY NJ 07399-0002 CLASS I DELAWARE NATIONAL FINANCIAL 8,847,994.834 6.01% EMERGING SERVICES LLC MARKETS FUND (FBO) OUR CUSTOMERS CLASS I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE EDWARD D JONES AND CO 8,806,642.469 5.98% EMERGING FOR THE BENEFIT OF CUSTOMERS MARKETS FUND 12555 MANCHESTER ROAD CLASS I ST LOUIS MO 63131-3710 DELAWARE MLPF&S FOR THE SOLE 369,593.224 33.85% EMERGING BENEFIT OF ITS CUSTOMERS MARKETS FUND ATTENTION: FUND ADMIN SEC CLASS R 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MASSACHUSETTS MUTUAL LIFE 108,509.802 9.94% EMERGING INSURANCE COMPANY MARKETS FUND 1295 STATE STREET - MIP M200-INVST CLASS R SPRINGFIELD MA 01111 DELAWARE MASSACHUSETTS MUTUAL LIFE 65,188.798 5.97% EMERGING INSURANCE COMPANY MARKETS FUND 1295 STATE STREET - MIP C105 CLASS R SPRINGFIELD MA 01111-0001 DELAWARE DCGT AS TTEE AND/OR CUST 218,935.419 20.05% EMERGING FBO PLIC VARIOUS RETIREMENT MARKETS FUND PLANS OMNIBUS CLASS R ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 DELAWARE NATIONAL FINANCIAL 5,305,795.047 13.51% EXTENDED SERVICES LLC DURATION BOND (FBO) OUR CUSTOMERS FUND CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE PERSHING LLC 2,225,823.953 5.67% EXTENDED 1 PERSHING PLAZA DURATION BOND JERSEY CITY NJ 07399-0002 FUND CLASS A Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 2,002,979.009 5.10% EXTENDED BENEFIT OF ITS CUSTOMERS DURATION BOND ATTENTION: FUND ADMIN SEC FUND CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MASSACHUSETTS MUTUAL LIFE 11,171,265.471 28.44% EXTENDED INSURANCE COMPANY DURATION BOND 1295 STATE STREET - MIP C105 FUND CLASS A SPRINGFIELD MA 01111-0001 DELAWARE DCGT AS TTEE 2,555,713.775 6.51% EXTENDED CUST FBO PLIC DURATION BOND VARIOUS RETIREMENT FUND CLASS A PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 DELAWARE MLPF&S FOR THE SOLE 1,059,913.804 21.13% EXTENDED BENEFIT OF ITS CUSTOMERS DURATION BOND ATTENTION: FUND ADMIN SEC FUND CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE NATIONAL FINANCIAL 772,438.435 15.40% EXTENDED SERVICES LLC DURATION BOND (FBO) OUR CUSTOMERS FUND CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 629,859.002 12.56% EXTENDED SPECIAL CUSTODY ACCT FOR THE DURATION BOND EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 523,394.101 10.44% EXTENDED 1 PERSHING PLAZA DURATION BOND JERSEY CITY NJ 07399-0002 FUND CLASS C DELAWARE RAYMOND JAMES 449,367.013 8.96% EXTENDED OMNIBUS FOR MUTUAL FUNDS DURATION BOND ATTN COURTNEY WALLER FUND CLASS C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE LPL FINANCIAL 259,977.730 5.18% EXTENDED --OMNIBUS CUSTOMER ACCOUNT-- DURATION BOND ATTN: LINDSAY O’TOOLE FUND CLASS C 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NATIONAL FINANCIAL 8,214,293.747 15.54% EXTENDED SERVICES LLC DURATION BOND (FBO) OUR CUSTOMERS FUND CLASS I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE CHARLES SCHWAB & CO INC 6,128,466.565 11.59% EXTENDED SPEC CUSTODY ACCT FOR THE EXCL DURATION BOND BNFT OF CUSTS ATTN MUT FDS FUND CLASS I 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE FIRST CLEARING LLC 3,456,561.424 6.54% EXTENDED SPECIAL CUSTODY ACCT FOR THE DURATION BOND EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 2,985,925.150 5.65% EXTENDED OMNI ACCOUNT M/F DURATION BOND ATTN DEPARTMENT MANAGER FUND CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MAC & CO 4,154,172.611 7.86% EXTENDED ATTN MUTUAL FUND OPS DURATION BOND 525 WILLIAM PENN PLACE FUND CLASS I PITTSBURGH PA 15230 DELAWARE MASSACHUSETTS MUTUAL 1,488,191.973 30.43% EXTENDED LIFE INS CO DURATION BOND 1295 STATE STREET - MIP C105 FUND CLASS R SPRINGFIELD MA 01111-0001 DELAWARE HARTFORD LIFE INSURANCE CO 354,418.039 7.25% EXTENDED SEP ACCT DURATION BOND ATTN UIT OPERATIONS FUND CLASS R PO BOX 2999 HARTFORD CT 06104-2999 DELAWARE DCGT AS TTEE AND/OR CUST 940,397.850 19.23% EXTENDED FBO PLIC VARIOUS RETIREMENT DURATION BOND PLANS OMNIBUS FUND CLASS R ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 DELAWARE VOYA RETIREMENT INSURANCE AND 1,252,160.315 25.61% EXTENDED ANNUITY COMPANY DURATION BOND 1 ORANGE WAY FUND CLASS R WINDSOR CT 06095-4773 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE STATE STREET BANK AND 348,911.742 7.14% EXTENDED TRUST COMPANY DURATION BOND FBO TAYNIK & CO FUND CLASS R 1200 CROWN COLONY DR QUINCY MA 02169-0938 DELAWARE PERSHING LLC 288,523.906 19.66% FOCUS GLOBAL 1 PERSHING PLAZA GROWTH FUND JERSEY CITY NJ 07399-0002 CLASS A DELAWARE NATIONAL FINANCIAL 285,881.055 19.48% FOCUS GLOBAL SERVICES LLC GROWTH FUND (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MORGAN STANLEY SMITH BARNEY 108,044.267 7.36% FOCUS GLOBAL HARBORSIDE FINANCIAL CENTER GROWTH FUND PLAZA 2 3RD FL CLASS A JERSEY CITY NJ 07311 DELAWARE LPL FINANCIAL 84,143.240 5.73% FOCUS GLOBAL --OMNIBUS CUSTOMER ACCOUNT-- GROWTH FUND ATTN: LINDSAY O’TOOLE CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE MORGAN STANLEY SMITH BARNEY 60,585.438 19.77% FOCUS GLOBAL HARBORSIDE FINANCIAL CENTER GROWTH FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE PERSHING LLC 43,418.147 14.17% FOCUS GLOBAL 1 PERSHING PLAZA GROWTH FUND JERSEY CITY NJ 07399-0002 CLASS C DELAWARE UBS WM USA 41,376.539 13.50% FOCUS GLOBAL OMNI ACCOUNT M/F GROWTH FUND ATTN DEPARTMENT MANAGER CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE RAYMOND JAMES 40,383.781 13.18% FOCUS GLOBAL OMNIBUS FOR MUTUAL FUNDS GROWTH FUND ATTN COURTNEY WALLER CLASS C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE LPL FINANCIAL 35,969.717 11.74% FOCUS GLOBAL --OMNIBUS CUSTOMER ACCOUNT-- GROWTH FUND ATTN: LINDSAY O’TOOLE CLASS C 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE NATIONAL FINANCIAL 19,220.815 6.27% FOCUS GLOBAL SERVICES LLC GROWTH FUND (FBO) OUR CUSTOMERS CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD JERSEY CITY NJ 07310 DELAWARE MORGAN STANLEY SMITH BARNEY 3,239,766.306 66.61% FOCUS GLOBAL HARBORSIDE FINANCIAL CENTER GROWTH FUND PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE NATIONAL FINANCIAL 826,734.238 17.00% FOCUS GLOBAL SERVICES LLC GROWTH FUND (FBO) OUR CUSTOMERS CLASS I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE UBS WM USA 312,398.768 6.42% FOCUS GLOBAL OMNI ACCOUNT M/F GROWTH FUND ATTN DEPARTMENT MANAGER CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE RELIANCE TRUST COMPANY 277,837.806 5.71% FOCUS GLOBAL FBO RIS GROWTH FUND PO BOX 48529 CLASS I ATLANTA GA 30362 DELAWARE COUNSEL TRUST DBA MATC FBO 4,965.236 63.71% FOCUS GLOBAL PERFORMANCE AIR GROWTH FUND MECHANICAL INC CLASS R 401(K) PROFIT SHARING PLAN & TRUST 1251 WATERFRONT PLACE SUITE 525 PITTSBURGH, PA 15222 DELAWARE MG TRUST COMPANY 1,722.042 22.09% FOCUS GLOBAL CUST. FBO C. MCHUGH INSURANCE GROWTH FUND AGENCY, INC. CLASS R 717 17TH STREET SUITE 1300 DENVER CO 80202 Fund Name 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% Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NFS LLC 622.076 7.98% FOCUS GLOBAL FEBO JONATHAN VICTOR & GROWTH FUND CAROL VICTOR CLASS R WHEELING IL 60090 DELAWARE MLPF&S FOR THE SOLE 555,401.123 10.84% FOUNDATION® BENEFIT OF ITS CUSTOMERS CONSERVATIVE ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CL A JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 349,900.853 6.83% FOUNDATION SPECIAL CUSTODY ACCT FOR THE CONSERVATIVE EXCLUSIVE BENEFIT OF CUSTOMER ALLOCATION FUND 2801 MARKET ST CL A SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 258,740.824 5.05% FOUNDATION 1 PERSHING PLAZA CONSERVATIVE JERSEY CITY NJ 07399-0002 ALLOCATION FUND CL A DELAWARE LINCOLN FINANCIAL GROUP 446,073.380 8.71% FOUNDATION TRUST CO CONSERVATIVE FBO ROLLOVER IRA PLANS ALLOCATION FUND 1 GRANITE PL CL A CONCORD NH 03301-3258 DELAWARE FIRST CLEARING LLC 591,555.440 17.30% FOUNDATION SPECIAL CUSTODY ACCT FOR THE CONSERVATIVE EXCLUSIVE BENEFIT OF CUSTOMER ALLOCATION FUND 2801 MARKET ST CL C SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 533,438.081 15.60% FOUNDATION BENEFIT OF ITS CUSTOMERS CONSERVATIVE ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CL C JACKSONVILLE FL 32246-6484 DELAWARE LPL FINANCIAL 344,439.322 10.07% FOUNDATION --OMNIBUS CUSTOMER ACCOUNT-- CONSERVATIVE ATTN: LINDSAY O’TOOLE ALLOCATION FUND 9785 TOWNE CENTRE DR CL C SAN DIEGO CA 92121 DELAWARE NATIONAL FINANCIAL 296,522.529 8.67% FOUNDATION SERVICES LLC CONSERVATIVE (FBO) OUR CUSTOMERS ALLOCATION FUND ATTN MUTUAL FUNDS CL C DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 Fund Name 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 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MORGAN STANLEY SMITH BARNEY 286,450.056 8.38% FOUNDATION® HARBORSIDE FINANCIAL CONSERVATIVE CENTER PLAZA 2 3RD FL ALLOCATION FUND JERSEY CITY NJ 07311 CL C DELAWARE UBS WM USA 217,883.119 6.37% FOUNDATION OMNI ACCOUNT M/F CONSERVATIVE ATTN DEPARTMENT MANAGER ALLOCATION FUND 499 WASHINGTON BLVD FL 9 CL C JERSEY CITY NJ 07310-2055 DELAWARE PERSHING LLC 191,910.396 5.61% FOUNDATION 1 PERSHING PLAZA CONSERVATIVE JERSEY CITY NJ 07399-0002 ALLOCATION FUND CL C DELAWARE CHARLES SCHWAB & CO INC 186,520.820 5.46% FOUNDATION SPECIAL CUSTODY ACCT CONSERVATIVE FBO CUSTOMERS ALLOCATION FUND ATTN MUTUAL FUNDS CL C 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE LINCOLN RETIREMENT SERVICES CO 179,569.557 9.90% FOUNDATION FBO MACQUARIE HOLDINGS USA CONSERVATIVE INC 401K ALLOCATION FUND P.O. BOX 7876 CL I FORT WAYNE IN 46801-7876 DELAWARE LINCOLN RETIREMENT SERVICES 120,550.085 6.65% FOUNDATION COMPANY CONSERVATIVE FBO APPLIED INFORMATION ALLOCATION FUND SCIENCES CL I PO BOX 7876 FORT WAYNE IN 46801-7876 DELAWARE FIRST CLEARING LLC 286,665.815 15.81% FOUNDATION SPECIAL CUSTODY ACCT FOR THE CONSERVATIVE EXCLUSIVE BENEFIT OF CUSTOMER ALLOCATION FUND 2801 MARKET ST CL I SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 259,149.933 14.29% FOUNDATION BENEFIT OF ITS CUSTOMERS CONSERVATIVE ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CL I JACKSONVILLE FL 32246-6484 DELAWARE CHARLES SCHWAB & CO INC 100,672.426 5.55% FOUNDATION SPEC CUSTODY ACCT FOR THE EXCL CONSERVATIVE BNFT OF CUSTS ATTN MUT FDS ALLOCATION FUND 211 MAIN ST CL I SAN FRANCISCO CA 94105-1905 O-20Fund 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE LPL FINANCIAL 94,434.583 5.21% FOUNDATION® --OMNIBUS CUSTOMER ACCOUNT-- CONSERVATIVE ATTN: LINDSAY O’TOOLE ALLOCATION FUND 9785 TOWNE CENTRE DR CL I SAN DIEGO CA 92121 DELAWARE BOND STREET CUSTODIANS LTD 150,016.731 8.27% FOUNDATION ACF MACQUARIE GROUP SERVICES CONSERVATIVE AUSTRALIA PTY LTD ALLOCATION FUND LEVEL 20 N 1 MARTIN PLACE CL I SYDNEY NSW 2000 AUSTRALIA DELAWARE BOND STREET CUSTODIANS LTD 108,775.666 6.00% FOUNDATION ACF MACQUARIE GROUP SERVICES CONSERVATIVE AUSTRALIA PTY LTD ALLOCATION FUND LEVEL 20 N 1 MARTIN PLACE CL I SYDNEY NSW 2000 AUSTRALIA DELAWARE MLPF&S FOR THE SOLE 89,696.891 12.08% FOUNDATION BENEFIT OF ITS CUSTOMERS CONSERVATIVE ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CL R JACKSONVILLE FL 32246-6484 DELAWARE NFS LLC 332,064.008 44.73% FOUNDATION FEBO STATE STREET BANK TRUST CO CONSERVATIVE TTEE VARIOUS RETIREMENT PLANS ALLOCATION FUND 440 MAMARONECK AVE CL R HARRISON NY 10528-2418 DELAWARE LINCOLN RETIREMENT SERVICES 148,439.160 19.99% FOUNDATION COMPANY CONSERVATIVE FBO GOODWILL INDUSTRIES ALLOCATION FUND OF NORTH GA CL R PO BOX 7876 FORT WAYNE IN 46801-7876 DELAWARE MLPF&S FOR THE SOLE 764,525.504 18.17% FOUNDATION BENEFIT OF ITS CUSTOMERS GROWTH ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS A JACKSONVILLE FL 32246-6484 DELAWARE MLPF&S FOR THE SOLE 100,843.402 9.84% FOUNDATION BENEFIT OF ITS CUSTOMERS GROWTH ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS C JACKSONVILLE FL 32246-6484 DELAWARE PERSHING LLC 93,962.327 9.17% FOUNDATION 1 PERSHING PLAZA GROWTH JERSEY CITY NJ 07399-0002 ALLOCATION FUND CLASS C Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MORGAN STANLEY SMITH BARNEY 64,921.320 6.33% FOUNDATION® HARBORSIDE FINANCIAL CENTER GROWTH PLAZA 2 3RD FL ALLOCATION FUND JERSEY CITY NJ 07311 CLASS C DELAWARE LPL FINANCIAL 57,494.463 5.61% FOUNDATION --OMNIBUS CUSTOMER ACCOUNT-- GROWTH ATTN: LINDSAY O’TOOLE ALLOCATION FUND 9785 TOWNE CENTRE DR CLASS C SAN DIEGO CA 92121 DELAWARE LINCOLN RETIREMENT SERVICES CO 558,395.458 30.71% FOUNDATION FBO MACQUARIE HOLDINGS USA GROWTH INC 401K ALLOCATION FUND P.O. BOX 7876 CLASS I FORT WAYNE IN 46801-7876 DELAWARE ASCENSUS TRUST COMPANY 102,581.349 5.64% FOUNDATION FBO CONCORD SERVICING GROWTH CORPORATION 401(K) ALLOCATION FUND P.O. BOX 10758 CLASS I FARGO, ND 58106 DELAWARE BOND STREET CUSTODIANS LTD 496,429.100 27.30% FOUNDATION ACF MACQUARIE GROUP SERVICES GROWTH AUSTRALIA PTY LTD ALLOCATION FUND LEVEL 20 N 1 MARTIN PLACE CLASS I SYDNEY NSW 2000 AUSTRALIA DELAWARE LINCOLN RETIREMENT SERVICES CO 291,349.989 16.02% FOUNDATION FBO MACQUARIE HOLDINGS USA GROWTH INC 401A ALLOCATION FUND P.O. BOX 7876 CLASS I FORT WAYNE IN 46801-7876 DELAWARE MLPF&S FOR THE SOLE 97,204.527 6.91% FOUNDATION BENEFIT OF ITS CUSTOMERS GROWTH ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS R JACKSONVILLE FL 32246-6484 DELAWARE NFS LLC 1,074,615.583 76.38% FOUNDATION FEBO STATE STREET BANK TRUST CO GROWTH TTEE VARIOUS RETIREMENT PLANS ALLOCATION FUND 440 MAMARONECK AVE CLASS R HARRISON NY 10528-2418 DELAWARE MLPF&S FOR THE SOLE 325,416.006 13.69% FOUNDATION BENEFIT OF ITS CUSTOMERS MODERATE ATTENTION: FUND ADMIN SEC ALLOCATION FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS C JACKSONVILLE FL 32246-6484 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 295,225.752 12.42% FOUNDATION® SPECIAL CUSTODY ACCT FOR THE MODERATE EXCLUSIVE BENEFIT OF CUSTOMER ALLOCATION FUND 2801 MARKET ST CLASS C SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 237,298.602 9.99% FOUNDATION OMNI ACCOUNT M/F MODERATE ATTN DEPARTMENT MANAGER ALLOCATION FUND 499 WASHINGTON BLVD FL 9 CLASS C JERSEY CITY NJ 07310-2055 DELAWARE PERSHING LLC 175,382.261 7.38% FOUNDATION 1 PERSHING PLAZA MODERATE JERSEY CITY NJ 07399-0002 ALLOCATION FUND CLASS C DELAWARE MORGAN STANLEY SMITH BARNEY 152,392.185 6.41% FOUNDATION HARBORSIDE FINANCIAL CENTER MODERATE PLAZA 2 3RD FL ALLOCATION FUND JERSEY CITY NJ 07311 CLASS C DELAWARE NATIONAL FINANCIAL 144,838.541 6.10% FOUNDATION SERVICES LLC MODERATE (FBO) OUR CUSTOMERS ALLOCATION FUND ATTN MUTUAL FUNDS CLASS C DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE LPL FINANCIAL 122,442.146 5.15% FOUNDATION --OMNIBUS CUSTOMER ACCOUNT-- MODERATE ATTN: LINDSAY O’TOOLE ALLOCATION FUND 9785 TOWNE CENTRE DR CLASS C SAN DIEGO CA 92121 DELAWARE LINCOLN RETIREMENT SERVICES CO 725,566.664 14.18% FOUNDATION FBO MACQUARIE HOLDINGS USA MODERATE INC 401K ALLOCATION FUND P.O. BOX 7876 CLASS I FORT WAYNE IN 46801-7876 DELAWARE NATIONAL FINANCIAL 299,814.734 5.86% FOUNDATION SERVICES LLC MODERATE (FBO) OUR CUSTOMERS ALLOCATION FUND ATTN MUTUAL FUNDS CLASS I DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE BOND STREET CUSTODIANS LTD 2,386,980.777 46.65% FOUNDATION® ACF MACQUARIE GROUP SERVICES MODERATE AUSTRALIA PTY LTD ALLOCATION FUND LEVEL 20 N 1 MARTIN PLACE CLASS I SYDNEY NSW 2000 AUSTRALIA DELAWARE BOND STREET CUSTODIANS LTD 433,794.724 8.48% FOUNDATION ACF MACQUARIE GROUP SERVICES MODERATE AUSTRALIA PTY LTD ALLOCATION FUND LEVEL 20 N 1 MARTIN PLACE CLASS I SYDNEY NSW 2000 AUSTRALIA DELAWARE LINCOLN RETIREMENT SERVICES CO 439,123.699 8.58% FOUNDATION FBO MACQUARIE HOLDINGS USA MODERATE INC 401A ALLOCATION FUND P.O. BOX 7876 CLASS I FORT WAYNE IN 46801-7876 DELAWARE NFS LLC 1,754,387.096 89.05% FOUNDATION FEBO STATE STREET BANK TRUST CO MODERATE TTEE VARIOUS RETIREMENT PLANS ALLOCATION FUND 440 MAMARONECK AVE CLASS R HARRISON NY 10528-2418 DELAWARE GLOBAL CHARLES SCHWAB & CO INC 211,151.369 21.34% REAL ESTATE SPEC CUSTODY ACCT FOR THE EXCL OPPORTUNITIES BNFT OF CUSTS ATTN MUT FDS FUND A 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE GLOBAL MORGAN STANLEY SMITH BARNEY 74,650.094 7.54% REAL ESTATE HARBORSIDE FINANCIAL CENTER OPPORTUNITIES PLAZA 2 3RD FL FUND A JERSEY CITY NJ 07311 DELAWARE GLOBAL LPL FINANCIAL 53,961.962 5.45% REAL ESTATE --OMNIBUS CUSTOMER ACCOUNT-- OPPORTUNITIES ATTN: LINDSAY O’TOOLE FUND A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE GLOBAL PERSHING LLC 52,417.502 5.30% REAL ESTATE 1 PERSHING PLAZA OPPORTUNITIES JERSEY CITY NJ 07399-0002 FUND A DELAWARE GLOBAL MORGAN STANLEY SMITH BARNEY 130,348.751 41.56% REAL ESTATE HARBORSIDE FINANCIAL CENTER OPPORTUNITIES PLAZA 2 3RD FL FUND C JERSEY CITY NJ 07311 DELAWARE GLOBAL RAYMOND JAMES 22,522.344 7.18% REAL ESTATE OMNIBUS FOR MUTUAL FUNDS OPPORTUNITIES ATTN COURTNEY WALLER FUND C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE GLOBAL NATIONAL FINANCIAL 737,517.627 11.90% REAL ESTATE SERVICES LLC OPPORTUNITIES (FBO) OUR CUSTOMERS FUND I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE GLOBAL MORGAN STANLEY SMITH BARNEY 702,688.225 11.34% REAL ESTATE HARBORSIDE FINANCIAL CENTER OPPORTUNITIES PLAZA 2 3RD FL FUND I JERSEY CITY NJ 07311 DELAWARE GLOBAL ASSETMARK TRUST COMPANY 4,033,337.611 65.09% REAL ESTATE FBO ASSETMARK, INC AND CLIENTS OPPORTUNITIES AND OTHER CUSTODIAL CLIENTS FUND I 3200 N CENTRAL AVE FL 7 PHOENIX AZ 85012-2468 DELAWARE GLOBAL MG TRUST COMPANY 3,425.715 17.19% REAL ESTATE CUST. FBO GSC SURVEYING INC OPPORTUNITIES 401K PLAN & TRUST FUND R 717 17TH STREET SUITE 1300 DENVER CO 80202 DELAWARE GLOBAL PAI TRUST COMPANY, INC. 3,370.144 16.91% REAL ESTATE MIKE NEWMAN PHOTO OPPORTUNITIES RETOUCHING, INC. FUND R 1300 ENTERPRISE DRIVE DE PERE WI 54115-0000 DELAWARE GLOBAL MATRIX TRUST COMPANY 2,850.462 14.30% REAL ESTATE CUST. FBO ADAIR & EVANS, AN OPPORTUNITIES ACCOUNTANCY CORP FUND R 717 17TH STREET SUITE 1300 DENVER CO 80202 DELAWARE GLOBAL MG TRUST COMPANY 2,575.961 12.93% REAL ESTATE CUST. FBO KUCHLER POLK SCHELL OPPORTUNITIES WEINER & RICHES FUND R 717 17TH STREET SUITE 1300 DENVER CO 80202-0000 DELAWARE GLOBAL PAI TRUST COMPANY, INC 2,537.961 12.73% REAL ESTATE HARTZELL & ASSOCIATES, OPPORTUNITIES INC. 401(K) FUND R 1300 ENTERPRISE DRIVE DE PERE WI 54115-0000 DELAWARE GLOBAL PAI TRUST COMPANY, INC. 1,095.156 5.50% REAL ESTATE WYOMING STATE BANK OPPORTUNITIES 1300 ENTERPRISE DRIVE FUND R DE PERE WI 541150000 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE GLOBAL DELAWARE MANAGEMENT 1,164.174 5.84% REAL ESTATE HOLDINGS, INC. OPPORTUNITIES C/O RICK SALUS FUND R 2005 MARKET ST PHILADELPHIA PA 19103-7028 DELAWARE GLOBAL STATE STREET BANK TTEE 2,171.947 10.90% REAL ESTATE CUST FBO ADP ACCESS OPPORTUNITIES 401K PRODUCT FUND R 1 LINCOLN ST BOSTON MA 02111-2901 DELAWARE NATIONAL FINANCIAL 200,185.748 13.91% GLOBAL VALUE SERVICES LLC FUND CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 128,534.008 8.93% GLOBAL VALUE SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 108,793.884 7.56% GLOBAL VALUE 1 PERSHING PLAZA FUND CLASS A JERSEY CITY NJ 07399-0002 DELAWARE FIRST CLEARING LLC 78,012.793 15.83% GLOBAL VALUE SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE NATIONAL FINANCIAL 69,511.659 14.11% GLOBAL VALUE SERVICES LLC FUND CLASS C (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 62,496.742 12.68% GLOBAL VALUE BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE PERSHING LLC 39,021.255 7.92% GLOBAL VALUE 1 PERSHING PLAZA FUND CLASS C JERSEY CITY NJ 07399-0002 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NATIONAL FINANCIAL 78,284.069 38.80% GLOBAL VALUE SERVICES LLC FUND CLASS I (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 41,217.010 20.43% GLOBAL VALUE SPECIAL CUSTODY ACCT FOR THE FUND CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 26,763.817 13.26% GLOBAL VALUE BENEFIT OF ITS CUSTOMERS FUND CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE PERSHING LLC 20,761.335 10.29% GLOBAL VALUE 1 PERSHING PLAZA FUND CLASS I JERSEY CITY NJ 07399-0002 DELAWARE BOND STREET CUSTODIANS LTD 11,914.555 5.90% GLOBAL VALUE ACF MACQUARIE GROUP SERVICES FUND CLASS I AUSTRALIA PTY LTD LEVEL 20 N 1 MARTIN PLACE SYDNEY NSW 2000 AUSTRALIA DELAWARE PERSHING LLC 1,559,166.894 14.67% HEALTHCARE 1 PERSHING PLAZA FUND CLASS A JERSEY CITY NJ 07399-0002 DELAWARE NATIONAL FINANCIAL 811,224.996 7.63% HEALTHCARE SERVICES LLC FUND CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE LPL FINANCIAL 740,185.365 6.96% HEALTHCARE --OMNIBUS CUSTOMER ACCOUNT-- FUND CLASS A ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE MLPF&S FOR THE SOLE 629,410.089 5.92% HEALTHCARE BENEFIT OF ITS CUSTOMERS FUND CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 Fund Name 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% Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE CHARLES SCHWAB & CO INC 605,012.100 5.69% HEALTHCARE SPEC CUSTODY ACCT FOR THE EXCL FUND CLASS A BNFT OF CUSTS ATTN MUT FDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE LIU-ER CHEN & 739,068.705 6.95% HEALTHCARE DAWN DING JT WROS FUND CLASS A BROOKLINE MA 02445 DELAWARE MLPF&S FOR THE SOLE 983,938.545 26.14% HEALTHCARE BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE UBS WM USA 404,979.312 10.76% HEALTHCARE OMNI ACCOUNT M/F FUND CLASS C ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE FIRST CLEARING LLC 397,283.687 10.55% HEALTHCARE SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 334,898.782 8.90% HEALTHCARE 1 PERSHING PLAZA FUND CLASS C JERSEY CITY NJ 07399-0002 DELAWARE MORGAN STANLEY SMITH BARNEY 271,660.779 7.22% HEALTHCARE HARBORSIDE FINANCIAL CENTER FUND CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE LPL FINANCIAL 243,420.555 6.47% HEALTHCARE --OMNIBUS CUSTOMER FUND CLASS C ACCOUNT— ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE UBS WM USA 2,081,576.168 23.54% HEALTHCARE OMNI ACCOUNT M/F FUND CLASS I ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MLPF&S FOR THE SOLE 1,220,705.980 13.81% HEALTHCARE BENEFIT OF ITS CUSTOMERS FUND CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 1,180,368.299 13.35% HEALTHCARE SPECIAL CUSTODY ACCT FOR THE FUND CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE NATIONAL FINANCIAL 949,744.455 10.74% HEALTHCARE SERVICES LLC FUND CLASS I (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE LPL FINANCIAL 821,987.887 9.30% HEALTHCARE --OMNIBUS CUSTOMER ACCOUNT-- FUND CLASS I ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE MORGAN STANLEY SMITH BARNEY 485,260.560 5.49% HEALTHCARE HARBORSIDE FINANCIAL CENTER FUND CLASS I PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE ASCENSUS TRUST COMPANY 30,523.687 11.08% HEALTHCARE FBO STYLEX, INC. FUND CLASS R RETIREMENT SAVINGS PLAN P.O. BOX 10758 FARGO, ND 58106 DELAWARE MLPF&S FOR THE SOLE 91,310.733 33.15% HEALTHCARE BENEFIT OF ITS CUSTOMERS FUND CLASS R ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE STATE STREET BANK TTEE 24,519.230 8.90% HEALTHCARE CUST FBO ADP ACCESS 401K FUND CLASS R PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 DELAWARE NATIONAL FINANCIAL 11,573,425.798 17.48% HIGH YIELD SERVICES LLC OPPORTUNITIES (FBO) OUR CUSTOMERS FUND CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE LPL FINANCIAL 6,878,161.656 10.39% HIGH YIELD --OMNIBUS CUSTOMER ACCOUNT-- OPPORTUNITIES ATTN: LINDSAY O’TOOLE FUND CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE FIRST CLEARING LLC 5,765,838.755 8.71% HIGH YIELD SPECIAL CUSTODY ACCT FOR THE OPPORTUNITIES EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 4,446,629.750 6.72% HIGH YIELD 1 PERSHING PLAZA OPPORTUNITIES JERSEY CITY NJ 07399-0002 FUND CLASS A DELAWARE LPL FINANCIAL 3,673,999.478 19.55% HIGH YIELD --OMNIBUS CUSTOMER ACCOUNT-- OPPORTUNITIES ATTN: LINDSAY O’TOOLE FUND CLASS C 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE NATIONAL FINANCIAL 2,360,266.295 12.56% HIGH YIELD SERVICES LLC OPPORTUNITIES (FBO) OUR CUSTOMERS FUND CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 2,095,866.779 11.15% HIGH YIELD SPECIAL CUSTODY ACCT FOR THE OPPORTUNITIES EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 1,922,170.071 10.23% HIGH YIELD HARBORSIDE FINANCIAL CENTER OPPORTUNITIES PLAZA 2 3RD FL FUND CLASS C JERSEY CITY NJ 07311 DELAWARE MLPF&S FOR THE SOLE 1,880,887.542 10.01% HIGH YIELD BENEFIT OF ITS CUSTOMERS OPPORTUNITIES ATTENTION: FUND ADMIN SEC FUND CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE UBS WM USA 1,601,222.788 8.52% HIGH YIELD OMNI ACCOUNT M/F OPPORTUNITIES ATTN DEPARTMENT MANAGER FUND CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE PERSHING LLC 1,037,452.978 5.52% HIGH YIELD 1 PERSHING PLAZA OPPORTUNITIES JERSEY CITY NJ 07399-0002 FUND CLASS C DELAWARE LPL FINANCIAL 24,962,179.849 46.22% HIGH YIELD --OMNIBUS CUSTOMER ACCOUNT-- OPPORTUNITIES ATTN: LINDSAY O’TOOLE FUND CLASS I 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE FIRST CLEARING LLC 4,789,688.702 8.87% HIGH YIELD SPECIAL CUSTODY ACCT FOR THE OPPORTUNITIES EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 3,060,713.850 5.67% HIGH YIELD BENEFIT OF ITS CUSTOMERS OPPORTUNITIES ATTENTION: FUND ADMIN SEC FUND CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MLPF&S FOR THE SOLE 257,764.664 7.35% HIGH YIELD BENEFIT OF ITS CUSTOMERS OPPORTUNITIES ATTENTION: FUND ADMIN SEC FUND CLASS R 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE WELLS FARGO BANK NA 187,683.236 5.35% HIGH YIELD FBO TEVA PHARMACEUTICALS OPPORTUNITIES NQ TRUST FUND CLASS R PO BOX 1533 MINNEAPOLIS, MN 55480 DELAWARE DCGT AS TTEE AND/OR CUST 277,690.855 7.91% HIGH YIELD FBO PLIC VARIOUS RETIREMENT OPPORTUNITIES PLANS OMNIBUS FUND CLASS R ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 DELAWARE VOYA RETIREMENT INSURANCE AND 637,428.558 18.17% HIGH YIELD ANNUITY COMPANY OPPORTUNITIES 1 ORANGE WAY FUND CLASS R WINDSOR CT 06095-4773 DELAWARE STATE STREET BANK AND TRUST CO 301,587.651 8.60% HIGH YIELD FBO TAYNIK & CO OPPORTUNITIES 1200 CROWN COLONY DR FUND CLASS R QUINCY MA 02169-0938 Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NATIONAL FINANCIAL 379,669.883 12.89% INFLATION SERVICES LLC PROTECTED (FBO) OUR CUSTOMERS BOND FUND ATTN MUTUAL FUNDS CLASS A DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 367,532.484 12.47% INFLATION BENEFIT OF ITS CUSTOMERS PROTECTED ATTENTION: FUND ADMIN SEC BOND FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS A JACKSONVILLE FL 32246-6484 DELAWARE PERSHING LLC 348,911.827 11.84% INFLATION 1 PERSHING PLAZA PROTECTED JERSEY CITY NJ 07399-0002 BOND FUND CLASS A DELAWARE FIRST CLEARING LLC 189,310.147 6.42% INFLATION SPECIAL CUSTODY ACCT FOR THE PROTECTED EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND 2801 MARKET ST CLASS A SAINT LOUIS MO 63103-2523 DELAWARE LPL FINANCIAL 158,342.024 5.37% INFLATION --OMNIBUS CUSTOMER ACCOUNT-- PROTECTED ATTN: LINDSAY O’TOOLE BOND FUND 9785 TOWNE CENTRE DR CLASS A SAN DIEGO CA 92121 DELAWARE LINCOLN RETIREMENT SERVICES CO 168,553.194 5.72% INFLATION FBO VALLEY HEALTH 403B PROTECTED P.O. BOX 7876 BOND FUND FORT WAYNE IN 46801-7876 CLASS A DELAWARE MLPF&S FOR THE SOLE 550,000.635 25.85% INFLATION BENEFIT OF ITS CUSTOMERS PROTECTED ATTENTION: FUND ADMIN SEC BOND FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS C JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 397,632.506 18.69% INFLATION SPECIAL CUSTODY ACCT FOR THE PROTECTED EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND 2801 MARKET ST CLASS C SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 235,273.677 11.06% INFLATION 1 PERSHING PLAZA PROTECTED JERSEY CITY NJ 07399-0002 BOND FUND CLASS C Fund Name 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 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NATIONAL FINANCIAL 200,999.004 9.45% INFLATION SERVICES LLC PROTECTED (FBO) OUR CUSTOMERS BOND FUND ATTN MUTUAL FUNDS CLASS C DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE RAYMOND JAMES 180,005.618 8.46% INFLATION OMNIBUS FOR MUTUAL FUNDS PROTECTED ATTN COURTNEY WALLER BOND FUND 880 CARILLON PARKWAY CLASS C ST PETERSBURG FL 33713 DELAWARE MORGAN STANLEY SMITH BARNEY 138,943.418 6.53% INFLATION HARBORSIDE FINANCIAL CENTER PROTECTED PLAZA 2 3RD FL BOND FUND JERSEY CITY NJ 07311 CLASS C DELAWARE UBS WM USA 131,777.684 6.19% INFLATION OMNI ACCOUNT M/F PROTECTED ATTN DEPARTMENT MANAGER BOND FUND 499 WASHINGTON BLVD FL 9 CLASS C JERSEY CITY NJ 07310-2055 DELAWARE LINCOLN RETIREMENT SERVICES CO 100,939.981 5.03% INFLATION FBO SAN ANTONIO COMM PROTECTED P.O. BOX 7876 BOND FUND FORT WAYNE IN 46801-7876 CLASS I DELAWARE UBS WM USA 175,731.525 8.76% INFLATION OMNI ACCOUNT M/F PROTECTED ATTN DEPARTMENT MANAGER BOND FUND 499 WASHINGTON BLVD FL 9 CLASS I JERSEY CITY NJ 07310-2055 DELAWARE MLPF&S FOR THE SOLE 141,570.516 7.06% INFLATION BENEFIT OF ITS CUSTOMERS PROTECTED ATTENTION: FUND ADMIN SEC BOND FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS I JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 132,328.176 6.60% INFLATION SPECIAL CUSTODY ACCT FOR THE PROTECTED EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND 2801 MARKET ST CLASS I SAINT LOUIS MO 63103-2523 Fund Name 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[FormTable of Proxy Card]ContentsFund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NATIONAL FINANCIAL 125,519.614 6.26% INFLATION SERVICES LLC PROTECTED (FBO) OUR CUSTOMERS BOND FUND ATTN MUTUAL FUNDS CLASS I DEPARTMENT 499 WASHINGTON BLVD JERSEY CITY NJ 07310 DELAWARE NATIONWIDE TRUST 126,972.691 6.33% INFLATION COMPANY FSB PROTECTED C/O IPO PORTFOLIO ACCOUNTING BOND FUND PO BOX 182029 CLASS I COLUMBUS OH 43218-2029 DELAWARE LINCOLN RETIREMENT SERVICES CO 225,481.325 11.24% INFLATION FBO MARY FREE BED PROTECTED REHAB HOSP 403B BOND FUND P.O. BOX 7876 CLASS I FORT WAYNE IN 46801-7876 DELAWARE LINCOLN RETIREMENT SERVICES CO 174,879.796 8.72% INFLATION FBO PENINSULA REGIONAL MED PROTECTED CTR 403B BOND FUND P.O. BOX 7876 CLASS I FORT WAYNE IN 46801-7876 DELAWARE LINCOLN RETIREMENT SERVICES CO 168,676.542 8.41% INFLATION FBO UT SYSTEM ORP PROTECTED P.O. BOX 7876 BOND FUND FORT WAYNE IN 46801-7876 CLASS I DELAWARE NATIONAL FINANCIAL 1,179,171.135 21.45% INTERNATIONAL SERVICES LLC VALUE EQUITY FUND (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 495,150.908 9.01% INTERNATIONAL SPECIAL CUSTODY ACCT FOR THE VALUE EQUITY FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 353,300.235 6.43% INTERNATIONAL HARBORSIDE FINANCIAL CENTER VALUE EQUITY FUND PLAZA 2 3RD FL CLASS A JERSEY CITY NJ 07311 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MORGAN STANLEY SMITH BARNEY 584,989.184 27.07% INTERNATIONAL HARBORSIDE FINANCIAL CENTER VALUE EQUITY FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 293,818.335 13.60% INTERNATIONAL SPECIAL CUSTODY ACCT FOR THE VALUE EQUITY FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 200,537.228 9.28% INTERNATIONAL BENEFIT OF ITS CUSTOMERS VALUE EQUITY FUND ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE UBS WM USA 135,806.846 6.28% INTERNATIONAL OMNI ACCOUNT M/F VALUE EQUITY FUND ATTN DEPARTMENT MANAGER CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MORGAN STANLEY SMITH BARNEY 9,007,971.876 66.91% INTERNATIONAL HARBORSIDE FINANCIAL CENTER VALUE EQUITY FUND PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 2,400,935.420 17.83% INTERNATIONAL SPECIAL CUSTODY ACCT FOR THE VALUE EQUITY FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 962,410.440 7.15% INTERNATIONAL OMNI ACCOUNT M/F VALUE EQUITY FUND ATTN DEPARTMENT MANAGER CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE ASCENSUS TRUST COMPANY 43,350.894 27.86% INTERNATIONAL FBO SINGLETON ASSOCIATES VALUE EQUITY FUND 401(K) PLAN CLASS R P.O. BOX 10758 FARGO, ND 58106 DELAWARE ASCENSUS TRUST COMPANY 15,268.878 9.81% INTERNATIONAL FBO MEMORIAL & ST. ELIZABETH VALUE EQUITY FUND HC, LLP CLASS R P.O. BOX 10758 FARGO, ND 58106 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MG TRUST COMPANY 11,429.431 7.35% INTERNATIONAL CUST. FBO ENTERTAINMENT VALUE EQUITY FUND SERVICES GROUP, INC. CLASS R 717 17TH STREET SUITE 1300 DENVER CO 80202 DELAWARE MG TRUST COMPANY 8,503.775 5.47% INTERNATIONAL CUST. FBO SUSTAINABLE DESIGN VALUE EQUITY FUND CONSULTING, LLC CLASS R 717 17TH STREET SUITE 1300 DENVER CO 80202 DELAWARE MLPF&S FOR THE SOLE 34,625.326 22.25% INTERNATIONAL BENEFIT OF ITS CUSTOMERS VALUE EQUITY FUND ATTENTION: FUND ADMIN SEC CLASS R 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE NATIONAL FINANCIAL 24,235,260.834 43.88% LIMITED-TERM SERVICES LLC DIVERSIFIED (FBO) OUR CUSTOMERS INCOME FUND ATTN MUTUAL FUNDS CLASS A DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 3,660,310.162 6.63% LIMITED-TERM BENEFIT OF ITS CUSTOMERS DIVERSIFIED ATTENTION: FUND ADMIN SEC INCOME FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS A JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 2,928,859.453 5.30% LIMITED-TERM HARBORSIDE FINANCIAL CENTER DIVERSIFIED PLAZA 2 3RD FL INCOME FUND JERSEY CITY NJ 07311 CLASS A DELAWARE PERSHING LLC 2,790,173.198 5.05% LIMITED-TERM 1 PERSHING PLAZA DIVERSIFIED JERSEY CITY NJ 07399-0002 INCOME FUND CLASS A DELAWARE MLPF&S FOR THE SOLE 4,472,449.745 21.84% LIMITED-TERM BENEFIT OF ITS CUSTOMERS DIVERSIFIED ATTENTION: FUND ADMIN SEC INCOME FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS C JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 2,896,099.968 14.14% LIMITED-TERM SPECIAL CUSTODY ACCT FOR THE DIVERSIFIED EXCLUSIVE BENEFIT OF CUSTOMER INCOME FUND 2801 MARKET ST CLASS C SAINT LOUIS MO 63103-2523 DELAWARE INVESTMENTSTable of ContentsFund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MORGAN STANLEY SMITH BARNEY 2,805,156.771 13.70% LIMITED-TERM HARBORSIDE FINANCIAL CENTER DIVERSIFIED PLAZA 2 3RD FL INCOME FUND JERSEY CITY NJ 07311 CLASS C DELAWARE UBS WM USA 2,556,261.527 12.48% LIMITED-TERM OMNI ACCOUNT M/F DIVERSIFIED ATTN DEPARTMENT MANAGER INCOME FUND 499 WASHINGTON BLVD FL 9 CLASS C JERSEY CITY NJ 07310-2055 DELAWARE RAYMOND JAMES 1,801,235.358 8.79% LIMITED-TERM OMNIBUS FOR MUTUAL FUNDS DIVERSIFIED ATTN COURTNEY WALLER INCOME FUND 880 CARILLON PARKWAY CLASS C ST PETERSBURG FL 33713 DELAWARE NATIONAL FINANCIAL 1,565,166.947 7.64% LIMITED-TERM SERVICES LLC DIVERSIFIED (FBO) OUR CUSTOMERS INCOME FUND ATTN MUTUAL FUNDS CLASS C DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE UBS WM USA 11,713,241.860 18.49% LIMITED-TERM OMNI ACCOUNT M/F DIVERSIFIED ATTN DEPARTMENT MANAGER INCOME FUND 499 WASHINGTON BLVD FL 9 CLASS I JERSEY CITY NJ 07310-2055 DELAWARE MLPF&S FOR THE SOLE 8,579,948.130 13.54% LIMITED-TERM BENEFIT OF ITS CUSTOMERS DIVERSIFIED ATTENTION: FUND ADMIN SEC INCOME FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS I JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 6,562,920.581 10.36% LIMITED-TERM HARBORSIDE FINANCIAL CENTER DIVERSIFIED PLAZA 2 3RD FL INCOME FUND JERSEY CITY NJ 07311 CLASS I DELAWARE PERSHING LLC 6,462,553.291 10.20% LIMITED-TERM 1 PERSHING PLAZA DIVERSIFIED JERSEY CITY NJ 07399-0002 INCOME FUND CLASS I DELAWARE NATIONAL FINANCIAL 5,696,143.809 8.99% LIMITED-TERM SERVICES LLC DIVERSIFIED (FBO) OUR CUSTOMERS INCOME FUND ATTN MUTUAL FUNDS CLASS I DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 4,585,248.745 7.24% LIMITED-TERM SPECIAL CUSTODY ACCT FOR THE DIVERSIFIED EXCLUSIVE BENEFIT OF CUSTOMER INCOME FUND 2801 MARKET ST CLASS I SAINT LOUIS MO 63103-2523 DELAWARE CHARLES SCHWAB & CO INC 3,688,109.519 5.82% LIMITED-TERM SPEC CUSTODY ACCT FOR THE EXCL DIVERSIFIED BNFT OF CUSTS ATTN MUT FDS INCOME FUND 211 MAIN ST CLASS I SAN FRANCISCO CA 94105-1905 DELAWARE C/O MARSHALL & ILSLEY TRUST 6,620,748.087 10.45% LIMITED-TERM CO NA VALLEE & CO DIVERSIFIED 11270 W PARK PL STE 400 INCOME FUND MILWAUKEE WI 53224-3638 CLASS I DELAWARE MLPF&S FOR THE SOLE 239,990.141 26.05% LIMITED-TERM BENEFIT OF ITS CUSTOMERS DIVERSIFIED ATTENTION: FUND ADMIN SEC INCOME FUND 4800 DEER LAKE DRIVE EAST, 2ND FL CLASS R JACKSONVILLE FL 32246-6484 DELAWARE LINCOLN NATIONAL LIFE INS CO 77,102.419 8.37% LIMITED-TERM 1300 S CLINTON ST DIVERSIFIED FORT WAYNE IN 46802-3506 INCOME FUND CLASS R DELAWARE MID PERSHING LLC 88,511.319 12.22% CAP VALUE FUND 1 PERSHING PLAZA CLASS A JERSEY CITY NJ 07399-0002 DELAWARE MID NATIONAL FINANCIAL 66,337.501 9.16% CAP VALUE FUND SERVICES LLC CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MID LINCOLN FINANCIAL GROUP 48,633.346 6.71% CAP VALUE FUND TRUST CO CLASS A FBO ROLLOVER IRA PLANS 1 GRANITE PL CONCORD NH 03301-3258 DELAWARE MID LPL FINANCIAL 35,792.831 18.95% CAP VALUE FUND --OMNIBUS CUSTOMER ACCOUNT-- CLASS C ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MID NATIONAL FINANCIAL 26,807.105 14.19% CAP VALUE FUND SERVICES LLC CLASS C (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MID BNYM I S TRUST CO 9,829.230 5.20% CAP VALUE FUND CUST ROTH IRA CLASS C FBO JENNIFER SCHEINBAUM FALLS CHURCH VA 22043 DELAWARE MID RAYMOND JAMES 18,558.903 10.45% CAP VALUE FUND OMNIBUS FOR MUTUAL FUNDS CLASS I ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE MID WELLS FARGO BANK NA 127,513.201 71.81% CAP VALUE FUND FBO TEVA PHARMACEUTICALS CLASS I NQ TRUST PO BOX 1533 MINNEAPOLIS, MN 55480 DELAWARE MID BOND STREET CUSTODIANS LTD 19,611.847 11.05% CAP VALUE FUND ACF MACQUARIE GROUP SERVICES CLASS I AUSTRALIA PTY LTD LEVEL 20 N 1 MARTIN PLACE SYDNEY NSW 2000 AUSTRALIA DELAWARE MID CATHY SCHREIBER 7,116.321 80.46% CAP VALUE FUND FBO REGIONAL EAST TEXAS CLASS R FOOD BANK 401 K PLAN 805 S WHEATLEY ST STE 600 RIDGELAND MS 39157-5005 DELAWARE MID RYAN THORPE 653.556 7.39% CAP VALUE FUND FBO 24 HOUR RECORD RETRIEVER & CLASS R ABSTRACT 401 K PLAN 805 S WHEATLEY ST STE 600 RIDGELAND MS 39157-5005 DELAWARE MID DONALD BLASLAND 473.591 5.35% CAP VALUE FUND FBO PW LABORATORIES INC CLASS R 401K PSP 805 S WHEATLEY ST STE 600 RIDGELAND MS 39157-5005 2005 MARKET STREETTable of ContentsFund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE PERSHING LLC 2,041,965.488 18.16% MINNESOTA HIGH- 1 PERSHING PLAZA YIELD MUNICIPAL JERSEY CITY NJ 07399-0002 BOND FUND CLASS A DELAWARE FIRST CLEARING LLC 1,516,172.170 13.48% MINNESOTA HIGH- SPECIAL CUSTODY ACCT FOR THE YIELD MUNICIPAL EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE LPL FINANCIAL 785,985.122 6.99% MINNESOTA HIGH- --OMNIBUS CUSTOMER ACCOUNT-- YIELD MUNICIPAL ATTN: LINDSAY O’TOOLE BOND FUND CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE PERSHING LLC 469,380.410 15.72% MINNESOTA HIGH- 1 PERSHING PLAZA YIELD MUNICIPAL JERSEY CITY NJ 07399-0002 BOND FUND CLASS C DELAWARE MORGAN STANLEY SMITH BARNEY 384,738.733 12.88% MINNESOTA HIGH- HARBORSIDE FINANCIAL CENTER YIELD MUNICIPAL PLAZA 2 3RD FL BOND FUND CLASS C JERSEY CITY NJ 07311 DELAWARE UBS WM USA 318,002.818 10.65% MINNESOTA HIGH- OMNI ACCOUNT M/F YIELD MUNICIPAL ATTN DEPARTMENT MANAGER BOND FUND CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE UBS WM USA 429,272.398 38.77% MINNESOTA HIGH- OMNI ACCOUNT M/F YIELD MUNICIPAL ATTN DEPARTMENT MANAGER BOND FUND CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MORGAN STANLEY SMITH BARNEY 291,117.319 26.30% MINNESOTA HIGH- HARBORSIDE FINANCIAL CENTER YIELD MUNICIPAL PLAZA 2 3RD FL BOND FUND CLASS I JERSEY CITY NJ 07311 DELAWARE MLPF&S FOR THE SOLE 194,599.009 17.58% MINNESOTA HIGH- BENEFIT OF ITS CUSTOMERS YIELD MUNICIPAL ATTENTION: FUND ADMIN SEC BOND FUND CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 185,119.844 16.72% MINNESOTA HIGH- SPECIAL CUSTODY ACCT FOR THE YIELD MUNICIPAL EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 3,138,930.836 15.03% NATIONAL HIGH- SPECIAL CUSTODY ACCT FOR THE YIELD MUNICIPAL EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE NATIONAL FINANCIAL 1,979,538.960 9.48% NATIONAL HIGH- SERVICES LLC YIELD MUNICIPAL (FBO) OUR CUSTOMERS BOND FUND CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 1,786,796.693 8.56% NATIONAL HIGH- BENEFIT OF ITS CUSTOMERS YIELD MUNICIPAL ATTENTION: FUND ADMIN SEC BOND FUND CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 1,687,529.301 8.08% NATIONAL HIGH- HARBORSIDE FINANCIAL CENTER YIELD MUNICIPAL PLAZA 2 3RD FL BOND FUND CLASS A JERSEY CITY NJ 07311 DELAWARE LPL FINANCIAL 1,683,197.672 8.06% NATIONAL HIGH- --OMNIBUS CUSTOMER ACCOUNT-- YIELD MUNICIPAL ATTN: LINDSAY O’TOOLE BOND FUND CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE UBS WM USA 1,478,004.663 7.08% NATIONAL HIGH- OMNI ACCOUNT M/F YIELD MUNICIPAL ATTN DEPARTMENT MANAGER BOND FUND CLASS A 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MLPF&S FOR THE SOLE 2,065,444.252 26.84% NATIONAL HIGH- BENEFIT OF ITS CUSTOMERS YIELD MUNICIPAL ATTENTION: FUND ADMIN SEC BOND FUND CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 1,283,349.915 16.68% NATIONAL HIGH- SPECIAL CUSTODY ACCT FOR THE YIELD MUNICIPAL EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 1,175,611.923 15.28% NATIONAL HIGH- HARBORSIDE FINANCIAL CENTER YIELD MUNICIPAL PLAZA 2 3RD FL BOND FUND CLASS C JERSEY CITY NJ 07311 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE UBS WM USA 1,043,078.340 13.56% NATIONAL HIGH- OMNI ACCOUNT M/F YIELD MUNICIPAL ATTN DEPARTMENT MANAGER BOND FUND CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE GOLDMAN SACHS & CO 29,197,969.695 57.72% NATIONAL HIGH- C/O MUTUAL FUND OPS YIELD MUNICIPAL 295 CHIPETA WAY BOND FUND CLASS I SALT LAKE CITY UT 84108 DELAWARE MLPF&S FOR THE SOLE 7,855,347.159 15.53% NATIONAL HIGH- BENEFIT OF ITS CUSTOMERS YIELD MUNICIPAL ATTENTION: FUND ADMIN SEC BOND FUND CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE UBS WM USA 4,043,677.913 7.99% NATIONAL HIGH- OMNI ACCOUNT M/F YIELD MUNICIPAL ATTN DEPARTMENT MANAGER BOND FUND CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE FIRST CLEARING LLC 3,369,598.880 6.66% NATIONAL HIGH- SPECIAL CUSTODY ACCT FOR THE YIELD MUNICIPAL EXCLUSIVE BENEFIT OF CUSTOMER BOND FUND CLASS I 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE REIT NATIONAL FINANCIAL 1,754,178.710 26.77% FUND CLASS A SERVICES LLC (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE REIT PERSHING LLC 554,156.272 8.46% FUND CLASS A 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 DELAWARE REIT FIRST CLEARING LLC 401,203.507 6.12% FUND CLASS A SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE REIT NATIONAL FINANCIAL 280,472.171 18.08% FUND CLASS C SERVICES LLC (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 PHILADELPHIA, PA 19103Table of ContentsFund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE REIT PERSHING LLC 217,225.124 14.00% FUND CLASS C 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 DELAWARE REIT RAYMOND JAMES 149,632.901 9.65% FUND CLASS C OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE REIT UBS WM USA 145,039.855 9.35% FUND CLASS C OMNI ACCOUNT M/F ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE REIT MLPF&S FOR THE SOLE 127,976.259 8.25% FUND CLASS C BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE REIT LPL FINANCIAL 122,177.367 7.88% FUND CLASS C --OMNIBUS CUSTOMER ACCOUNT-- ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE REIT MORGAN STANLEY SMITH BARNEY 102,189.578 6.59% FUND CLASS C HARBORSIDE FINANCIAL CENTER PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE REIT FIRST CLEARING LLC 90,268.734 5.82% FUND CLASS C SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE REIT LINCOLN RETIREMENT SERVICES CO 704,658.702 9.32% FUND CLASS I FBO VIRTUA HEALTH INC 401K P.O. BOX 7876 FORT WAYNE IN 46801-7876 DELAWARE REIT CHARLES SCHWAB & CO INC 5,211,728.569 68.90% FUND CLASS I SPEC CUSTODY ACCT FOR THE EXCL BNFT OF CUSTS ATTN MUT FDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE REIT RELIANCE TRUST COMPANY 111,803.815 12.86% FUND CLASS R FBO MASSMUTUAL DMF P.O. BOX 48529 ATLANTA GA 30362 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE REIT MLPF&S FOR THE SOLE 110,349.787 12.70% FUND CLASS R BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE REIT DCGT AS TTEE 48,054.386 5.53% FUND CLASS R CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 DELAWARE NATIONAL FINANCIAL 749,744.116 9.15% SELECT GROWTH SERVICES LLC FUND CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 659,119.051 8.04% SELECT GROWTH BENEFIT OF ITS CUSTOMERS FUND CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 633,900.851 7.73% SELECT GROWTH SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 609,864.201 7.44% SELECT GROWTH 1 PERSHING PLAZA FUND CLASS A JERSEY CITY NJ 07399-0002 DELAWARE CHARLES SCHWAB & CO INC 410,692.285 5.01% SELECT GROWTH SPECIAL CUSTODY ACCT FUND CLASS A FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE MLPF&S FOR THE SOLE 476,874.050 18.75% SELECT GROWTH BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 386,033.216 15.18% SELECT GROWTH SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MORGAN STANLEY SMITH BARNEY 353,270.602 13.89% SELECT GROWTH HARBORSIDE FINANCIAL CENTER FUND CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE NATIONAL FINANCIAL 199,780.215 7.86% SELECT GROWTH SERVICES LLC FUND CLASS C (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE RAYMOND JAMES 174,481.572 6.86% SELECT GROWTH OMNIBUS FOR MUTUAL FUNDS FUND CLASS C ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE PERSHING LLC 144,650.084 5.69% SELECT GROWTH 1 PERSHING PLAZA FUND CLASS C JERSEY CITY NJ 07399-0002 DELAWARE EDWARD D JONES AND CO 3,496,896.161 35.75% SELECT GROWTH FOR THE BENEFIT OF CUSTOMERS FUND CLASS I 12555 MANCHESTER ROAD ST LOUIS MO 63131-3710 DELAWARE FIRST CLEARING LLC 2,873,632.742 29.38% SELECT GROWTH SPECIAL CUSTODY ACCT FOR THE FUND CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 490,249.458 5.01% SELECT GROWTH OMNI ACCOUNT M/F FUND CLASS I ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE ATTN MUTUAL FUNDS 686,614.159 7.02% SELECT GROWTH ADMINISTRATOR FUND CLASS I C/O EDWARD JONES TRUST CO SEI PRIVATE TRUSTCO 1 FREEDOM VALLEY DR OAKS PA 19456-9989 DELAWARE RELIANCE TRUST COMPANY 76,937.915 18.11% SELECT GROWTH FBO MASSMUTUAL DMF FUND CLASS R P.O. BOX 48529 ATLANTA GA 30362 JOINT SPECIAL MEETING OF SHAREHOLDERS – NOVEMBER 12, 2009Table of ContentsFund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MATRIX TRUST COMPANY 56,832.293 13.38% SELECT GROWTH CUST. FBO THE STRATFORD FIRE FUND CLASS R AND POLICE 717 17TH STREET SUITE 1300 DENVER CO 80202 DELAWARE PIMS/PRUDENTIAL RETIREMENT 27,178.507 6.40% SELECT GROWTH AS NOMINEE FOR THE TTEE/CUST PL FUND CLASS R FUNAI CORPORATION, INC. 19900 VAN NESS AVE. TORRANCE CA 90501 DELAWARE PIMS/PRUDENTIAL RETIREMENT 24,313.709 5.72% SELECT GROWTH AS NOMINEE FOR THE TTEE/CUST PL FUND CLASS R SMR AUTOMOTIVE SYSTEMS USA, INC. 1855 BUSHA HWY MARYSVILLE MI 480401892 DELAWARE MLPF&S FOR THE SOLE 51,363.687 12.09% SELECT GROWTH BENEFIT OF ITS CUSTOMERS FUND CLASS R ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MLPF&S FOR THE SOLE 1,229,571.171 16.31% SMALL CAP CORE BENEFIT OF ITS CUSTOMERS FUND CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE RAYMOND JAMES 705,311.031 9.36% SMALL CAP CORE OMNIBUS FOR MUTUAL FUNDS FUND CLASS A ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE RAYMOND JAMES 954,939.260 29.21% SMALL CAP CORE OMNIBUS FOR MUTUAL FUNDS FUND CLASS C ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE MLPF&S FOR THE SOLE 357,570.561 10.94% SMALL CAP CORE BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 321,638.926 9.84% SMALL CAP CORE SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MORGAN STANLEY SMITH BARNEY 298,067.278 9.12% SMALL CAP CORE HARBORSIDE FINANCIAL CENTER FUND CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE PERSHING LLC 197,243.907 6.03% SMALL CAP CORE 1 PERSHING PLAZA FUND CLASS C JERSEY CITY NJ 07399-0002 DELAWARE NATIONAL FINANCIAL 1,328,037.223 9.35% SMALL CAP CORE SERVICES LLC FUND CLASS I (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE CHARLES SCHWAB & CO INC 1,063,628.153 7.49% SMALL CAP CORE SPEC CUSTODY ACCT FOR THE EXCL FUND CLASS I BNFT OF CUSTS ATTN MUT FDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE MLPF&S FOR THE SOLE 885,379.890 6.23% SMALL CAP CORE BENEFIT OF ITS CUSTOMERS FUND CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE RAYMOND JAMES 846,143.889 5.96% SMALL CAP CORE OMNIBUS FOR MUTUAL FUNDS FUND CLASS I ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE LPL FINANCIAL 832,644.129 5.86% SMALL CAP CORE --OMNIBUS CUSTOMER ACCOUNT-- FUND CLASS I ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE PERSHING LLC 812,633.955 5.72% SMALL CAP CORE 1 PERSHING PLAZA FUND CLASS I JERSEY CITY NJ 07399-0002 DELAWARE FIRST CLEARING LLC 727,392.919 5.12% SMALL CAP CORE SPECIAL CUSTODY ACCT FOR THE FUND CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBATCO & CO 2,109,104.561 14.85% SMALL CAP CORE FBO COLLEGE SAVINGS GROUP FUND CLASS I PO BOX 82535 LINCOLN NE 68501-2535 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE RELIANCE TRUST COMPANY 853,784.218 6.01% SMALL CAP CORE FBO RETIREMENT PLANS SERVICED FUND CLASS I BY METLIFE C/O FASCORE LLC 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111 DELAWARE RELIANCE TRUST COMPANY 104,135.005 11.89% SMALL CAP CORE FBO MASSMUTUAL DMF FUND CLASS R P.O. BOX 48529 ATLANTA GA 30362 DELAWARE ASCENSUS TRUST COMPANY 51,831.297 5.92% SMALL CAP CORE FBO NAGEL PRECISION INC PS FUND CLASS R 401K PLAN PO BOX 10758 FARGO ND 58106-0758 DELAWARE LINCOLN NATIONAL LIFE INS CO 216,360.503 24.71% SMALL CAP CORE 1300 S CLINTON ST FUND CLASS R FORT WAYNE IN 46802-3506 DELAWARE MLPF&S FOR THE SOLE 1,472,351.821 9.73% SMALL CAP BENEFIT OF ITS CUSTOMERS VALUE FUND ATTENTION: FUND ADMIN SEC CLASS A 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE NATIONAL FINANCIAL 1,240,156.198 8.19% SMALL CAP SERVICES LLC VALUE FUND (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE CHARLES SCHWAB & CO INC 831,528.849 5.49% SMALL CAP SPEC CUSTODY ACCT FOR THE EXCL VALUE FUND BNFT OF CUSTS ATTN MUT FDS CLASS A 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE PERSHING LLC 815,403.838 5.39% SMALL CAP 1 PERSHING PLAZA VALUE FUND JERSEY CITY NJ 07399-0002 CLASS A DELAWARE DCGT AS TTEE 1,069,257.225 7.06% SMALL CAP CUST FBO PLIC VARIOUS VALUE FUND RETIREMENT PLANS OMNIBUS CLASS A ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 [Registrant Listed on Schedule A]Table of ContentsFund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 432,083.776 17.51% SMALL CAP BENEFIT OF ITS CUSTOMERS VALUE FUND ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 418,913.446 16.97% SMALL CAP HARBORSIDE FINANCIAL CENTER VALUE FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE NATIONAL FINANCIAL 318,778.517 12.92% SMALL CAP SERVICES LLC VALUE FUND (FBO) OUR CUSTOMERS CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 218,132.596 8.84% SMALL CAP SPECIAL CUSTODY ACCT FOR THE VALUE FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE RAYMOND JAMES 177,626.193 7.20% SMALL CAP OMNIBUS FOR MUTUAL FUNDS VALUE FUND ATTN COURTNEY WALLER CLASS C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE PERSHING LLC 153,958.604 6.24% SMALL CAP 1 PERSHING PLAZA VALUE FUND JERSEY CITY NJ 07399-0002 CLASS C DELAWARE MORGAN STANLEY SMITH BARNEY 9,264,034.933 28.36% SMALL CAP HARBORSIDE FINANCIAL CENTER VALUE FUND PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE NATIONAL FINANCIAL 3,629,022.224 11.11% SMALL CAP SERVICES LLC VALUE FUND (FBO) OUR CUSTOMERS CLASS I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD JERSEY CITY NJ 07310 DELAWARE CHARLES SCHWAB & CO INC 3,046,170.396 9.33% SMALL CAP SPEC CUSTODY ACCT FOR THE EXCL VALUE FUND BNFT OF CUSTS ATTN MUT FDS CLASS I 211 MAIN ST SAN FRANCISCO CA 94105-1905 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE PERSHING LLC 2,283,254.228 6.99% SMALL CAP 1 PERSHING PLAZA VALUE FUND JERSEY CITY NJ 07399-0002 CLASS I DELAWARE RELIANCE TRUST COMPANY 97,209.272 5.84% SMALL CAP FBO MASSMUTUAL DMF VALUE FUND P.O. BOX 48529 CLASS R ATLANTA GA 30362 DELAWARE MLPF&S FOR THE SOLE 256,369.313 15.39% SMALL CAP BENEFIT OF ITS CUSTOMERS VALUE FUND ATTENTION: FUND ADMIN SEC CLASS R 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE STATE STREET BANK TTEE 211,770.576 12.72% SMALL CAP CUST FBO ADP ACCESS VALUE FUND 401K PRODUCT CLASS R 1 LINCOLN ST BOSTON MA 02111-2901 DELAWARE DCGT AS TTEE AND/OR CUST 571,231.458 34.30% SMALL CAP FBO PLIC VARIOUS RETIREMENT VALUE FUND PLANS OMNIBUS CLASS R ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES, IA 50303 DELAWARE SMID MLPF&S FOR THE SOLE 2,284,977.074 7.83% CAP GROWTH BENEFIT OF ITS CUSTOMERS FUND CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE SMID FIRST CLEARING LLC 1,922,216.328 6.58% CAP GROWTH SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE SMID NATIONAL FINANCIAL 1,746,701.141 5.98% CAP GROWTH SERVICES LLC FUND CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE SMID PERSHING LLC 1,488,093.699 5.10% CAP GROWTH 1 PERSHING PLAZA FUND CLASS A JERSEY CITY NJ 07399-0002 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE SMID MLPF&S FOR THE SOLE 902,914.824 23.42% CAP GROWTH BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE SMID MORGAN STANLEY SMITH BARNEY 564,427.504 14.64% CAP GROWTH HARBORSIDE FINANCIAL CENTER FUND CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE SMID FIRST CLEARING LLC 507,803.689 13.17% CAP GROWTH SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE SMID NATIONAL FINANCIAL 235,092.244 6.10% CAP GROWTH SERVICES LLC FUND CLASS C (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE SMID PERSHING LLC 199,449.939 5.17% CAP GROWTH 1 PERSHING PLAZA FUND CLASS C JERSEY CITY NJ 07399-0002 DELAWARE SMID MORGAN STANLEY SMITH BARNEY 2,267,853.781 22.61% CAP GROWTH HARBORSIDE FINANCIAL CENTER FUND CLASS I PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE SMID CHARLES SCHWAB & CO INC 1,428,341.181 14.24% CAP GROWTH SPEC CUSTODY ACCT FOR THE EXCL FUND CLASS I BNFT OF CUSTS ATTN MUT FDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE SMID NATIONAL FINANCIAL 1,052,380.604 10.49% CAP GROWTH SERVICES LLC FUND CLASS I (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE SMID FIRST CLEARING LLC 717,621.702 7.15% CAP GROWTH SPECIAL CUSTODY ACCT FOR THE FUND CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEESTable of ContentsFund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE SMID UBS WM USA 577,796.464 5.76% CAP GROWTH OMNI ACCOUNT M/F FUND CLASS I ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE SMID VANGUARD FIDUCIARY 1,176,617.200 11.73% CAP GROWTH TR COMPANY FUND CLASS I 400 DEVON PARK DRIVE 123 WAYNE PA 19087-1816 DELAWARE SMID WILMINGTON TRUST RISC TTEE 70,283.202 11.03% CAP GROWTH FBO HARLAN LABORATORIES, INC. FUND CLASS R 401(K) PLAN P.O. BOX 52129 PHOENIX AZ 85072 DELAWARE SMID MLPF&S FOR THE SOLE 263,635.543 41.38% CAP GROWTH BENEFIT OF ITS CUSTOMERS FUND CLASS R ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE TAX- FIRST CLEARING LLC 1,375,961.778 19.77% FREE ARIZONA SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- CHARLES SCHWAB & CO INC 762,515.369 10.96% FREE ARIZONA SPECIAL CUSTODY ACCT FUND CLASS A FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE TAX- MLPF&S FOR THE SOLE 537,940.960 7.73% FREE ARIZONA BENEFIT OF ITS CUSTOMERS FUND CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 494,473.418 7.11% FREE ARIZONA HARBORSIDE FINANCIAL CENTER FUND CLASS A PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE TAX- RBC CAPITAL MARKETS LLC 458,413.776 6.59% FREE ARIZONA BEVERLY G RUBIN & FUND CLASS A JONATHAN LAMPITT TTEES SCOTTSDALE AZ 85254 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE TAX- MLPF&S FOR THE SOLE 171,110.051 30.79% FREE ARIZONA BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE TAX- FIRST CLEARING LLC 128,114.741 23.05% FREE ARIZONA SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 53,790.537 9.68% FREE ARIZONA HARBORSIDE FINANCIAL CENTER FUND CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE TAX- CHARLES SCHWAB & CO INC 52,660.619 9.48% FREE ARIZONA SPECIAL CUSTODY ACCT FUND CLASS C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 14,339.092 39.95% FREE ARIZONA HARBORSIDE FINANCIAL CENTER FUND CLASS I PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE TAX- MLPF&S FOR THE SOLE 13,134.463 36.59% FREE ARIZONA BENEFIT OF ITS CUSTOMERS FUND CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE TAX- UBS WM USA 8,223.877 22.91% FREE ARIZONA OMNI ACCOUNT M/F FUND CLASS I ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- FIRST CLEARING LLC 1,866,384.413 32.71% FREE CALIFORNIA SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 625,397.977 10.96% FREE CALIFORNIA HARBORSIDE FINANCIAL CENTER FUND CLASS A PLAZA 2 3RD FL JERSEY CITY NJ 07311 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE TAX- NATIONAL FINANCIAL 387,114.014 6.79% FREE CALIFORNIA SERVICES LLC FUND CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE TAX- PERSHING LLC 318,395.937 5.58% FREE CALIFORNIA 1 PERSHING PLAZA FUND CLASS A JERSEY CITY NJ 07399-0002 DELAWARE TAX- UBS WM USA 316,765.641 5.55% FREE CALIFORNIA OMNI ACCOUNT M/F FUND CLASS A ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- MLPF&S FOR THE SOLE 379,206.807 28.14% FREE CALIFORNIA BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 324,381.194 24.07% FREE CALIFORNIA HARBORSIDE FINANCIAL CENTER FUND CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE TAX- FIRST CLEARING LLC 156,697.949 11.63% FREE CALIFORNIA SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- UBS WM USA 101,684.131 7.55% FREE CALIFORNIA OMNI ACCOUNT M/F FUND CLASS C ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- CHARLES SCHWAB & CO INC 75,764.050 5.62% FREE CALIFORNIA SPECIAL CUSTODY ACCT FUND CLASS C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE TAX- PERSHING LLC 71,247.363 5.29% FREE CALIFORNIA 1 PERSHING PLAZA FUND CLASS C JERSEY CITY NJ 07399-0002 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 420,184.173 44.65% FREE CALIFORNIA HARBORSIDE FINANCIAL CENTER FUND CLASS I PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE TAX- MLPF&S FOR THE SOLE 310,939.004 33.04% FREE CALIFORNIA BENEFIT OF ITS CUSTOMERS FUND CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE TAX- UBS WM USA 209,654.049 22.28% FREE CALIFORNIA OMNI ACCOUNT M/F FUND CLASS I ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- FIRST CLEARING LLC 2,650,250.113 16.51% FREE COLORADO SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 1,137,853.276 7.09% FREE COLORADO HARBORSIDE FINANCIAL FUND CLASS A CENTER PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE TAX- CHARLES SCHWAB & CO INC 857,661.516 5.34% FREE COLORADO SPECIAL CUSTODY ACCT FUND CLASS A FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE TAX- FIRST CLEARING LLC 251,779.117 23.83% FREE COLORADO SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- UBS WM USA 204,440.377 19.35% FREE COLORADO OMNI ACCOUNT M/F FUND CLASS C ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- PERSHING LLC 63,766.332 6.04% FREE COLORADO 1 PERSHING PLAZA FUND CLASS C JERSEY CITY NJ 07399-0002 DELAWARE TAX- MLPF&S FOR THE SOLE 62,721.625 5.94% FREE COLORADO BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE TAX- UBS WM USA 256,825.120 64.29% FREE COLORADO OMNI ACCOUNT M/F FUND CLASS I ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- MLPF&S FOR THE SOLE 110,761.593 27.73% FREE COLORADO BENEFIT OF ITS CUSTOMERS FUND CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 1,519,498.069 22.77% TAX-FREE IDAHO SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE CHARLES SCHWAB & CO INC 1,019,316.036 15.28% TAX-FREE IDAHO SPECIAL CUSTODY ACCT FUND CLASS A FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE PERSHING LLC 566,152.003 8.48% TAX-FREE IDAHO 1 PERSHING PLAZA FUND CLASS A JERSEY CITY NJ 07399-0002 DELAWARE MORGAN STANLEY SMITH BARNEY 404,941.292 6.07% TAX-FREE IDAHO HARBORSIDE FINANCIAL FUND CLASS A CENTER PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE UBS WM USA 346,675.337 5.20% TAX-FREE IDAHO OMNI ACCOUNT M/F FUND CLASS A ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MLPF&S FOR THE SOLE 335,354.386 5.03% TAX-FREE IDAHO BENEFIT OF ITS CUSTOMERS FUND CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE FIRST CLEARING LLC 1,168,236.043 45.13% TAX-FREE IDAHO SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 278,580.808 10.76% TAX-FREE IDAHO BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE CHARLES SCHWAB & CO INC 269,946.279 10.43% TAX-FREE IDAHO SPECIAL CUSTODY ACCT FUND CLASS C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE RAYMOND JAMES 236,344.380 9.13% TAX-FREE IDAHO 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O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE TAX- FIRST CLEARING LLC 696,241.826 8.97% FREE MINNESOTA SPECIAL CUSTODY ACCT FOR THE INT FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 392,454.533 5.06% FREE MINNESOTA HARBORSIDE FINANCIAL CENTER INT FUND PLAZA 2 3RD FL CLASS A JERSEY CITY NJ 07311 DELAWARE TAX- FIRST CLEARING LLC 221,280.305 20.34% FREE MINNESOTA SPECIAL CUSTODY ACCT FOR THE INT FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE TAX- PERSHING LLC 157,438.426 14.47% FREE MINNESOTA 1 PERSHING PLAZA INT FUND JERSEY CITY NJ 07399-0002 CLASS C DELAWARE TAX- UBS WM USA 81,042.734 7.45% FREE MINNESOTA OMNI ACCOUNT M/F INT FUND ATTN DEPARTMENT MANAGER CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- CHARLES SCHWAB & CO INC 72,455.743 6.66% FREE MINNESOTA SPECIAL CUSTODY ACCT INT FUND FBO CUSTOMERS CLASS C ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE TAX- NATIONAL FINANCIAL 68,763.798 6.32% FREE MINNESOTA SERVICES LLC INT FUND (FBO) OUR CUSTOMERS CLASS C ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE TAX- MORGAN STANLEY SMITH BARNEY 53,859.784 22.93% FREE MINNESOTA HARBORSIDE FINANCIAL CENTER INT FUND PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE TAX- UBS WM USA 27,710.504 11.79% FREE MINNESOTA OMNI ACCOUNT M/F INT FUND ATTN DEPARTMENT MANAGER CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE TAX- MLPF&S FOR THE SOLE 24,625.268 10.48% FREE MINNESOTA BENEFIT OF ITS CUSTOMERS INT FUND ATTENTION: FUND ADMIN SEC CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE TAX- LPL FINANCIAL 14,371.924 6.12% FREE MINNESOTA --OMNIBUS CUSTOMER ACCOUNT-- INT FUND ATTN: LINDSAY O’TOOLE CLASS I 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE TAX- ROBERT W BAIRD & CO. INC. 44,943.232 19.13% FREE MINNESOTA 777 EAST WISCONSIN AVENUE INT FUND MILWAUKEE WI 53202-5391 CLASS I DELAWARE TAX- ROBERT W BAIRD & CO. INC. 27,913.670 11.88% FREE MINNESOTA 777 EAST WISCONSIN AVENUE INT FUND MILWAUKEE WI 53202-5391 CLASS I DELAWARE TAX- ROBERT W BAIRD & CO. INC. 14,273.366 6.08% FREE MINNESOTA 777 EAST WISCONSIN AVENUE INT FUND MILWAUKEE WI 53202-5391 CLASS I DELAWARE TAX- ROBERT W BAIRD & CO. 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SOLE 860,776.777 54.06% TAX-FREE BENEFIT OF ITS CUSTOMERS NEW YORK FUND ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 213,758.220 13.42% TAX-FREE HARBORSIDE FINANCIAL CENTER NEW YORK FUND PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 130,127.471 8.17% TAX-FREE SPECIAL CUSTODY ACCT FOR THE NEW YORK FUND EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE UBS WM USA 129,220.340 8.12% TAX-FREE OMNI ACCOUNT M/F NEW YORK FUND ATTN DEPARTMENT MANAGER CLASS C 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE UBS WM USA 570,233.409 67.03% TAX-FREE OMNI ACCOUNT M/F NEW YORK FUND ATTN DEPARTMENT MANAGER CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MORGAN STANLEY SMITH BARNEY 151,475.034 17.81% TAX-FREE HARBORSIDE FINANCIAL CENTER NEW YORK FUND PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE MLPF&S FOR THE SOLE 128,012.173 15.05% TAX-FREE BENEFIT OF ITS CUSTOMERS NEW YORK FUND ATTENTION: FUND ADMIN SEC CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE NATIONAL FINANCIAL 6,051,932.435 11.05% TAX-FREE SERVICES LLC PENNSYLVANIA (FBO) OUR CUSTOMERS FUND CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 5,913,991.540 10.79% TAX-FREE SPECIAL CUSTODY ACCT FOR THE PENNSYLVANIA EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 4,017,901.744 7.33% TAX-FREE HARBORSIDE FINANCIAL CENTER PENNSYLVANIA PLAZA 2 3RD FL FUND CLASS A JERSEY CITY NJ 07311 DELAWARE CHARLES SCHWAB & CO INC 3,718,131.931 6.79% TAX-FREE SPECIAL CUSTODY ACCT PENNSYLVANIA FBO CUSTOMERS FUND CLASS A ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE MORGAN STANLEY SMITH BARNEY 653,529.699 16.13% TAX-FREE HARBORSIDE FINANCIAL CENTER PENNSYLVANIA PLAZA 2 3RD FL FUND CLASS C JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 467,489.288 11.54% TAX-FREE SPECIAL CUSTODY ACCT FOR THE PENNSYLVANIA EXCLUSIVE BENEFIT OF CUSTOMER FUND CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 428,304.865 10.57% TAX-FREE BENEFIT OF ITS CUSTOMERS PENNSYLVANIA ATTENTION: FUND ADMIN SEC FUND CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE LPL FINANCIAL 403,021.367 9.95% TAX-FREE --OMNIBUS CUSTOMER ACCOUNT-- PENNSYLVANIA ATTN: LINDSAY O’TOOLE FUND CLASS C 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE RAYMOND JAMES 294,350.000 7.27% TAX-FREE OMNIBUS FOR MUTUAL FUNDS PENNSYLVANIA ATTN COURTNEY WALLER FUND CLASS C 880 CARILLON PARKWAY ST PETERSBURG FL 33713 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE CHARLES SCHWAB & CO INC 263,599.536 6.51% TAX-FREE SPECIAL CUSTODY ACCT PENNSYLVANIA FBO CUSTOMERS FUND CLASS C ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE PERSHING LLC 212,294.925 5.24% TAX-FREE 1 PERSHING PLAZA PENNSYLVANIA JERSEY CITY NJ 07399-0002 FUND CLASS C DELAWARE MLPF&S FOR THE SOLE 287,920.779 31.45% TAX-FREE BENEFIT OF ITS CUSTOMERS PENNSYLVANIA ATTENTION: FUND ADMIN SEC FUND CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE UBS WM USA 226,476.513 24.74% TAX-FREE OMNI ACCOUNT M/F PENNSYLVANIA ATTN DEPARTMENT MANAGER FUND CLASS I 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE MORGAN STANLEY SMITH BARNEY 198,383.055 21.67% TAX-FREE HARBORSIDE FINANCIAL CENTER PENNSYLVANIA PLAZA 2 3RD FL FUND CLASS I JERSEY CITY NJ 07311 DELAWARE RAYMOND JAMES 101,853.740 11.12% TAX-FREE OMNIBUS FOR MUTUAL FUNDS PENNSYLVANIA ATTN COURTNEY WALLER FUND CLASS I 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE NATIONAL FINANCIAL 10,124,418.143 24.23% TAX-FREE USA SERVICES LLC FUND CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 4,007,945.568 9.59% TAX-FREE USA SPECIAL CUSTODY ACCT FOR THE FUND CLASS A EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MORGAN STANLEY SMITH BARNEY 2,736,715.858 6.55% TAX-FREE USA HARBORSIDE FINANCIAL CENTER FUND CLASS A PLAZA 2 3RD FL JERSEY CITY NJ 07311 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 697,828.830 27.65% TAX-FREE USA BENEFIT OF ITS CUSTOMERS FUND CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 301,782.706 11.96% TAX-FREE USA HARBORSIDE FINANCIAL CENTER FUND CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 229,360.751 9.09% TAX-FREE USA SPECIAL CUSTODY ACCT FOR THE FUND CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE LPL FINANCIAL 195,838.275 7.76% TAX-FREE USA --OMNIBUS CUSTOMER ACCOUNT-- FUND CLASS C ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE UBS WM USA 183,512.288 7.27% TAX-FREE USA OMNI ACCOUNT M/F FUND CLASS C ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE CHARLES SCHWAB & CO INC 174,513.140 6.91% TAX-FREE USA SPECIAL CUSTODY ACCT FUND CLASS C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE NATIONAL FINANCIAL 145,340.875 5.76% TAX-FREE USA SERVICES LLC FUND CLASS C (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 648,816.994 29.86% TAX-FREE USA BENEFIT OF ITS CUSTOMERS FUND CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 455,062.571 20.94% TAX-FREE USA HARBORSIDE FINANCIAL CENTER FUND CLASS I PLAZA 2 3RD FL JERSEY CITY NJ 07311 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE FIRST CLEARING LLC 314,905.652 14.49% TAX-FREE USA SPECIAL CUSTODY ACCT FOR THE FUND CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE LPL FINANCIAL 275,140.888 12.66% TAX-FREE USA --OMNIBUS CUSTOMER ACCOUNT-- FUND CLASS I ATTN: LINDSAY O’TOOLE 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE UBS WM USA 222,330.655 10.23% TAX-FREE USA OMNI ACCOUNT M/F FUND CLASS I ATTN DEPARTMENT MANAGER 499 WASHINGTON BLVD FL 9 JERSEY CITY NJ 07310-2055 DELAWARE LPL FINANCIAL 3,519,606.615 18.30% TAX-FREE USA --OMNIBUS CUSTOMER ACCOUNT-- INTERMEDIATE ATTN: LINDSAY O’TOOLE CLASS A 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE NATIONAL FINANCIAL 3,234,244.403 16.81% TAX-FREE USA SERVICES LLC INTERMEDIATE (FBO) OUR CUSTOMERS CLASS A ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE CHARLES SCHWAB & CO INC 1,648,085.528 8.57% TAX-FREE USA SPEC CUSTODY ACCT FOR THE EXCL INTERMEDIATE BNFT OF CUSTS ATTN MUT FDS CLASS A 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE FIRST CLEARING LLC 1,501,498.722 7.81% TAX-FREE USA SPECIAL CUSTODY ACCT FOR THE INTERMEDIATE EXCLUSIVE BENEFIT OF CUSTOMER CLASS A 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE PERSHING LLC 1,104,620.126 5.74% TAX-FREE USA 1 PERSHING PLAZA INTERMEDIATE JERSEY CITY NJ 07399-0002 CLASS A DELAWARE MLPF&S FOR THE SOLE 1,739,323.751 39.74% TAX-FREE USA BENEFIT OF ITS CUSTOMERS INTERMEDIATE ATTENTION: FUND ADMIN SEC CLASS C 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MORGAN STANLEY SMITH BARNEY 582,140.382 13.30% TAX-FREE USA HARBORSIDE FINANCIAL CENTER INTERMEDIATE PLAZA 2 3RD FL CLASS C JERSEY CITY NJ 07311 DELAWARE LPL FINANCIAL 558,240.373 12.76% TAX-FREE USA --OMNIBUS CUSTOMER ACCOUNT-- INTERMEDIATE ATTN: LINDSAY O’TOOLE CLASS C 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE FIRST CLEARING LLC 545,886.951 12.47% TAX-FREE USA SPECIAL CUSTODY ACCT FOR THE INTERMEDIATE EXCLUSIVE BENEFIT OF CUSTOMER CLASS C 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 19,941,891.590 52.13% TAX-FREE USA BENEFIT OF ITS CUSTOMERS INTERMEDIATE ATTENTION: FUND ADMIN SEC CLASS I 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE NATIONAL FINANCIAL 4,595,144.429 12.01% TAX-FREE USA SERVICES LLC INTERMEDIATE (FBO) OUR CUSTOMERS CLASS I ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE LPL FINANCIAL 4,500,494.713 11.76% TAX-FREE USA --OMNIBUS CUSTOMER ACCOUNT-- INTERMEDIATE ATTN: LINDSAY O’TOOLE CLASS I 9785 TOWNE CENTRE DR SAN DIEGO CA 92121 DELAWARE CHARLES SCHWAB & CO INC 2,602,176.856 6.80% TAX-FREE USA SPEC CUSTODY ACCT FOR THE EXCL INTERMEDIATE BNFT OF CUSTS ATTN MUT FDS CLASS I 211 MAIN ST SAN FRANCISCO CA 94105-1905 DELAWARE MORGAN STANLEY SMITH BARNEY 1,982,103.547 5.18% TAX-FREE USA HARBORSIDE FINANCIAL CENTER INTERMEDIATE PLAZA 2 3RD FL CLASS I JERSEY CITY NJ 07311 DELAWARE U.S. CHARLES SCHWAB & CO INC 1,512,650.968 10.24% GROWTH FUND SPEC CUSTODY ACCT FOR THE EXCL CLASS A BNFT OF CUSTS ATTN MUT FDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE U.S. NATIONAL FINANCIAL 1,247,802.368 8.45% GROWTH FUND SERVICES LLC CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE U.S. MLPF&S FOR THE SOLE 999,055.594 6.76% GROWTH FUND BENEFIT OF ITS CUSTOMERS CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE U.S. MLPF&S FOR THE SOLE 1,066,014.398 26.39% GROWTH FUND BENEFIT OF ITS CUSTOMERS CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE U.S. MORGAN STANLEY SMITH BARNEY 646,114.778 15.99% GROWTH FUND HARBORSIDE FINANCIAL CENTER CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE U.S. FIRST CLEARING LLC 577,242.616 14.29% GROWTH FUND SPECIAL CUSTODY ACCT FOR THE CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE U.S. RAYMOND JAMES 564,820.206 13.98% GROWTH FUND OMNIBUS FOR MUTUAL FUNDS CLASS C ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33713 DELAWARE U.S. PERSHING LLC 235,525.765 5.83% GROWTH FUND 1 PERSHING PLAZA CLASS C JERSEY CITY NJ 07399-0002 DELAWARE U.S. WELLS FARGO BANK 21,783,221.307 19.35% GROWTH FUND FBO WELLS FARGO BANK PLAN CLASS I 1525 WEST WT HARRIS BLVD CHARLOTTE, NC 28288-1151 DELAWARE U.S. EDWARD D JONES AND CO 19,406,408.663 17.23% GROWTH FUND FOR THE BENEFIT OF CUSTOMERS CLASS I 12555 MANCHESTER ROAD ST LOUIS MO 63131-3710 DELAWARE U.S. FIRST CLEARING LLC 14,795,234.081 13.14% GROWTH FUND SPECIAL CUSTODY ACCT FOR THE CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE U.S. NATIONAL FINANCIAL 9,833,863.549 8.73% GROWTH FUND SERVICES LLC CLASS I (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE U.S. MORGAN STANLEY SMITH BARNEY 8,883,050.333 7.89% GROWTH FUND HARBORSIDE FINANCIAL CENTER CLASS I PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE U.S. WELLS FARGO BANK NA 11,524,758.052 10.23% GROWTH FUND FBO OMNIBUS ACCOUNT CLASS I REINV/REINV PO BOX 1533 MINNEAPOLIS MN 55480-1533 DELAWARE U.S. GREAT-WEST TRUST COMPANY 122,649.837 12.50% GROWTH FUND LLC TTEE EMPLOYEE BENEFITS CLASS R CLIENTS 401K 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111 DELAWARE U.S. RELIANCE TRUST COMPANY 85,748.068 8.74% GROWTH FUND FBO MASSMUTUAL DMF CLASS R P.O. BOX 48529 ATLANTA GA 30362 DELAWARE U.S. MG TRUST COMPANY TRUSTEE 54,761.925 5.58% GROWTH FUND IIF DATA SOLUTIONS, INC. CLASS R 717 17TH STREET SUITE 1300 DENVER CO 80202 DELAWARE U.S. MLPF&S FOR THE SOLE 275,041.992 28.04% GROWTH FUND BENEFIT OF ITS CUSTOMERS CLASS R ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE NATIONAL FINANCIAL 36,128,514.817 26.17% VALUE® FUND SERVICES LLC CLASS A (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE MLPF&S FOR THE SOLE 12,200,657.296 8.84% VALUE FUND BENEFIT OF ITS CUSTOMERS CLASS A ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 11,285,247.062 44.81% VALUE FUND BENEFIT OF ITS CUSTOMERS CLASS C ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 3,158,261.551 12.54% VALUE FUND HARBORSIDE FINANCIAL CENTER CLASS C PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE FIRST CLEARING LLC 2,363,701.474 9.38% VALUE FUND SPECIAL CUSTODY ACCT FOR THE CLASS C EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE NATIONAL FINANCIAL 88,503,046.642 38.07% VALUE FUND SERVICES LLC CLASS I (FBO) OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD 4TH FLOOR JERSEY CITY NJ 07310 DELAWARE FIRST CLEARING LLC 57,051,173.938 24.54% VALUE FUND SPECIAL CUSTODY ACCT FOR THE CLASS I EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 DELAWARE MLPF&S FOR THE SOLE 25,987,802.659 11.18% VALUE FUND BENEFIT OF ITS CUSTOMERS CLASS I ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE MORGAN STANLEY SMITH BARNEY 21,137,525.162 9.09% VALUE FUND HARBORSIDE FINANCIAL CENTER CLASS I PLAZA 2 3RD FL JERSEY CITY NJ 07311 DELAWARE RELIANCE TRUST COMPANY 318,632.283 12.47% VALUE FUND FBO MASSMUTUAL DMF CLASS R P.O. BOX 48529 ATLANTA GA 30362 DELAWARE PIMS/PRUDENTIAL RETIREMENT 201,096.906 7.87% VALUE FUND AS NOMINEE FOR THE TTEE/CUST PL CLASS R CATHOLIC DIOCESE OF ARLINGTON 200 NORTH GLEBE ROAD SUITE 600 ARLINGTON VA 22203 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE MLPF&S FOR THE SOLE 834,989.090 32.68% VALUE® FUND BENEFIT OF ITS CUSTOMERS CLASS R ATTENTION: FUND ADMIN SEC 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 DELAWARE STATE STREET BANK TTEE 465,981.201 18.24% VALUE FUND CUST FBO ADP ACCESS 401K CLASS R PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 THE FOCUS SMID-CAP SEI PRIVATE TRUST COMPANY 153,474.559 5.88% GROWTH EQUITY C/O STATE STREET PORTFOLIO FBO CHF INTL LONG TERM DPT CLASS INVESTMENT MGR 961 ROCKEFELLER & CO ONE FREEDOM VALLEY DR OAKS PA 19456 THE FOCUS SMID-CAP THE PHILADELPHIA FOUNDATION 245,162.608 9.40% GROWTH EQUITY 1234 MARKET ST STE 1800 PORTFOLIO PHILADELPHIA PA 19107-3792 DPT CLASS THE FOCUS SMID-CAP THE RONALD REAGAN 230,577.081 8.84% GROWTH EQUITY PRESIDENTIAL FOUNDATION & PORTFOLIO INSTITUTE - ENDOWMENT DPT CLASS 40 PRESIDENTIAL DR SIMI VALLEY CA 93065-0699 THE FOCUS SMID-CAP NORTHERN TRUST CUSTODIAN 576,112.805 22.09% GROWTH EQUITY FBO CM INVESTMENTS LLC PORTFOLIO PO BOX 92956 DPT CLASS CHICAGO IL 60675-2956 THE FOCUS SMID-CAP NORTHERN TRUST CO 310,193.246 11.89% GROWTH EQUITY CUST CONGREGATION OF THE PORTFOLIO MISSION INTERNATIONAL FUND DPT CLASS PO BOX 92956 CHICAGO IL 60675-2956 THE FOCUS SMID-CAP SAHARA INVESTMENTS LLC 602,375.703 23.09% GROWTH EQUITY 1 N FRANKLIN ST STE 2360 PORTFOLIO CHICAGO IL 60606-3545 DPT CLASS THE CORE PLUS FIXED MAC & CO 1,410,261.497 12.52% INCOME PORTFOLIO FBO PB&T DPT CLASS ATTN MUTUAL FUND OPERATIONS 525 WILLIAM PENN PLACE PITTSBURGH PA 15230-3198 Fund Name and Class Shareholders Name and Address Total Shares Percentage THE CORE PLUS FIXED THE NORTHERN TRUST CO 3,495,682.336 31.03% INCOME PORTFOLIO TRUSTEE DPT CLASS FBO GEORGIA GULF 50 S LA SALLE ST CHICAGO IL 60603-1003 THE CORE PLUS FIXED NORTHERN CALIFORNIA 3,117,961.488 27.68% INCOME PORTFOLIO CARPENTERS REGIONAL COUNCIL DPT CLASS LABOR ORGANIZATION ASSETS 265 HEGENBERGER RD STE 200 OAKLAND CA 94621-1480 THE CORE PLUS FIXED PENSION FUND IBEW 96 716,941.742 6.36% INCOME PORTFOLIO DEFINED BENEFIT PLAN DPT CLASS PO BOX 5817 WALLINGFORD CT 06492-7617 THE CORE PLUS FIXED UMWA SELECTIVE STRIKE FUND 913,705.584 8.11% INCOME PORTFOLIO 18354 QUANTICO GATEWAY DR DPT CLASS STE 200 TRIANGLE VA 22172-1779 THE CORE PLUS FIXED SHEET METAL WORKERS LOCAL 852,559.110 7.57% INCOME PORTFOLIO UNION NO 17 INSURANCE FUND DPT CLASS 1157 ADAMS ST 1ST FLOOR DORCHESTER MA 02124 THE EMERGING STATE UNIVERSITIES RETIREMENT 6,408,738.777 21.55% MARKETS PORTFOLIO SYSTEM OF ILLINOIS DPT CLASS 1901 FOX DR CHAMPAIGN IL 61820-7333 THE EMERGING MASTER TRUST BETWEEN PFIZER 4,448,824.945 14.96% MARKETS PORTFOLIO INC AND THE NORTHERN TRUST CO DPT CLASS 235 E 42ND ST NEW YORK NY 10017-5703 THE EMERGING SEI PRIVATE TRUST COMPANY 4,217,107.327 14.18% MARKETS PORTFOLIO C/O SUN TRUST BANK FBO AMA DPT CLASS ATTN: MUTUAL FUNDS ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989 THE EMERGING SEI PRIVATE TRUST CO 2,255,043.327 7.58% MARKETS PORTFOLIO C/O SUNTRUST BANK FBO AMA DPT CLASS ATTN: MUTUAL FUNDS 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989 THE EMERGING THE SPENCER FOUNDATION 1,976,279.241 6.64% MARKETS PORTFOLIO 625 N MICHIGAN AVE STE 1600 DPT CLASS CHICAGO IL 60611-3109 Fund Name and Class Shareholders Name and Address Total Shares Percentage THE EMERGING MOORINGS CAPITAL LLC 3,710,691.354 12.47% MARKETS PORTFOLIO 701 GREEN VALLEY RD STE 300 DPT CLASS GREENSBORO NC 27408-7096 THE EMERGING STATE STREET BANK AND TRUST CO 1,449,792.080 32.16% MARKETS TTEE ONE GAS INC PORTFOLIO II MASTER TRUST FOR DEFINED DPT CLASS BENEFIT PLANS 1200 CROWN COLONY DR QUINCY MA 02169-0938 THE EMERGING ASSOCIATED SULPICIANS 527,736.727 11.71% MARKETS OF THE US - ADMINISTRATION PORTFOLIO II & SERVICES DPT CLASS 5408 ROLAND AVE BALTIMORE MD 21210-1988 THE EMERGING SOCIETY OF ST SULPICE 263,868.364 5.85% MARKETS FOUNDATION US INC - PORTFOLIO II RETIREMENT DPT CLASS 5408 ROLAND AVE BALTIMORE MD 21210-1988 THE EMERGING RETIREMENT PLAN FOR EMPLOYEES 571,984.438 12.69% MARKETS OF ONEOK INC AND SUBSIDIARIES PORTFOLIO II 100 W 5TH ST DPT CLASS TULSA OK 74103-4279 THE EMERGING THE NORTHERN TRUST COMPANY 326,046.559 7.23% MARKETS CUST FBO PETER NORTON PORTFOLIO II UNITRUST DPT CLASS PO BOX 92956 CHICAGO IL 60675-2956 THE EMERGING MARIANO RIVERA & 254,178.561 5.64% MARKETS CLARA RIVERA JT WROS PORTFOLIO II RYE NY 10580 DPT CLASS THE HIGH YIELD AMALGAMATED BANK OF 1,086,614.478 5.23% BOND PORTFOLIO CHICAGO DPT CLASS FBO CONSTRUCTION WORKERS PENSION FUND LAKE COUNTY & VICINITY 1W MONROE CHICAGO IL 60603 THE HIGH YIELD DESERET MUTUAL BENEFIT 2,957,475.339 14.23% BOND PORTFOLIO ADMIN AS TRUSTEE FOR DESERET DPT CLASS MUTUAL EMPLOYEE PENSION TRUST (FIXED INCOME) 179 SOCIAL HALL AVE, SUITE 100 SALT LAKE CITY UT 84111-1542 Fund Name and Class Shareholders Name and Address Total Shares Percentage THE HIGH YIELD STATE STREET BANK & TRUST 2,297,062.011 11.05% BOND PORTFOLIO FBO GEORGIA STATE UNIVERSITY DPT CLASS FOUNDATION INC CUST GORDON E DAVIES PO BOX 3963 ATLANTA GA 30302-3963 THE HIGH YIELD BANK OF STOCKTON 1,965,948.897 9.46% BOND PORTFOLIO ATTN TRUST DEPT DPT CLASS PO BOX 201014 STOCKTON CA 952011110 THE HIGH YIELD MAC & CO 1,797,050.856 8.64% BOND PORTFOLIO PUBLIC PENSION DPT CLASS MUTUAL FUND OPS PO BOX 3198 PITTSBURGH PA 15230-3198 THE HIGH YIELD NORTHERN TRUST 1,059,833.020 5.10% BOND PORTFOLIO CUST FBO AURORA HEALTH CARE DPT CLASS FOUNDATION INC PO BOX 92956 CHICAGO IL 60675-2956 THE HIGH YIELD SAXON & CO 1,266,459.867 6.09% BOND PORTFOLIO FBO 20-46-002-6810047 DPT CLASS PO BOX 7780-1888 PHILADELPHIA PA 19182 THE HIGH YIELD NORTHERN TRUST AS TRUSTEE 1,683,682.950 8.10% BOND PORTFOLIO FBO AURORA HEALTH CARE INC DPT CLASS PENSION PLAN PO BOX 92956 CHICAGO IL 60675-2956 THE INTERNATIONAL NATIONAL FINANCIAL 1,725,168.700 6.04% EQUITY PORTFOLIO SERVICES LLC DPT CLASS FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT FL4 499 WASHINGTON BLVD JERSEY CITY NJ 07310-2010 THE INTERNATIONAL WELLS FARGO BANK NA 6,647,348.605 23.27% EQUITY PORTFOLIO FBO OMNIBUS ACCOUNT DPT CLASS CASH/CASH PO BOX 1533 MINNEAPOLIS MN 55480-1533 THE INTERNATIONAL MARYLAND PREPAID 4,720,009.793 16.53% EQUITY PORTFOLIO COLLEGE TRUST DPT CLASS 217 E REDWOOD ST STE 1350 BALTIMORE MD 21202-3314 Fund Name and Class Shareholders Name and Address Total Shares Percentage THE INTERNATIONAL MAC & CO 3,745,842.934 13.12% EQUITY PORTFOLIO MUTUAL FUND OPERATIONS DPT CLASS MUTUAL FUNDS OPS-TC PO BOX 3198 PITTSBURGH PA 15230-3198 THE INTERNATIONAL WELLS FARGO BANK NA 2,338,069.049 8.19% EQUITY PORTFOLIO FBO OMNIBUS ACCOUNT DPT CLASS REINV/REINV PO BOX 1533 MINNEAPOLIS MN 55480-1533 THE INTERNATIONAL NORTHERN TRUST CO TTEE 1,577,103.634 5.52% EQUITY PORTFOLIO FBO UBS FINANCIAL SERVICES INC DPT CLASS PENSION PLAN TR PO BOX 92956 CHICAGO IL 60675-2956 THE LABOR SELECT LOCAL 804 I.B.T & LOCAL 447 I.A.M. 4,654,083.284 17.63% INTERNATIONAL UPS MULTI-EMPLOYER EQUITY PORTFOLIO RETIREMENT PLAN DPT CLASS 55 GLENLAKE PKWY NE ATLANTA GA 30328-3474 THE LABOR SELECT MICHIGAN LABORERS 2,662,069.074 10.08% INTERNATIONAL PENSION FUND EQUITY PORTFOLIO 30700 TELEGRAPH RD STE 2400 DPT CLASS BINGHAM FARMS MI 48025-4534 THE LABOR SELECT COMERICA BANK 2,403,171.354 9.10% INTERNATIONAL FBO SAN FRANCISCO EQUITY PORTFOLIO CULINARY BARTENDERS & DPT CLASS SERVICE EMPLOYEES PO BOX 75000 M/C 3446 DETROIT MI 48275-0001 THE LABOR SELECT INDUSTRICORP & CO 1,634,601.251 6.19% INTERNATIONAL FBO SHEET METAL #10 EQUITY PORTFOLIO PENSION PLAN DPT CLASS 312 CENTRAL AVE SE STE 508 MINNEAPOLIS MN 55414-1166 THE LABOR SELECT NORTHERN TRUST 1,619,691.276 6.14% INTERNATIONAL CUSTODIAN FBO MIDWEST EQUITY PORTFOLIO OPERATING ENGINEERS WELFARE DPT CLASS PO BOX 92956 CHICAGO IL 60675-2956 THE LABOR SELECT WACHOVIA BANK 1,584,369.945 6.00% INTERNATIONAL FBO SMW 10 CORE FUND EQUITY PORTFOLIO 1076 DEFINED BENEFIT PLAN DPT CLASS 1525 W WT HARRIS BLVD CHARLOTTE NC 28262-8522 Fund Name and Class Shareholders Name and Address Total Shares Percentage THE LABOR SELECT IRON WORKERS MID-AMERICA 1,466,164.880 5.55% INTERNATIONAL PENSION PLAN EQUITY PORTFOLIO 2350 EAST 170TH STREET DPT CLASS LANSING IL 60438-1000 THE LARGE-CAP THE NORTHERN TRUST CO 2,189,642.484 12.10% GROWTH EQUITY AS TRUSTEE PORTFOLIO FBO GANNETT-DV DPT CLASS 801 S CANAL ST CHICAGO IL 60607-2994 THE LARGE-CAP LISA AND DOUGLAS 1,713,754.379 9.47% GROWTH EQUITY GOLDMAN FUND PORTFOLIO C/O MONTE VISTA DPT CLASS MANAGEMENT CO 455 MARKET ST STE 1690 SAN FRANCISCO CA 94105-2444 THE LARGE-CAP JOHN AND MARCIA GOLDMAN 1,358,264.168 7.50% GROWTH EQUITY FOUNDATION PORTFOLIO C/O MONTE VISTA DPT CLASS MANAGEMENT CO 455 MARKET ST STE 1690 SAN FRANCISCO CA 94105-2444 THE LARGE-CAP THE BATCHELOR FOUNDATION INC 1,414,530.465 7.81% GROWTH EQUITY 1680 MICHIGAN AVE PH-1 PORTFOLIO MIAMI BEACH FL 33139-2514 DPT CLASS THE LARGE-CAP US BANK NA 941,384.907 5.20% GROWTH EQUITY FBO SPOKANE EMPLOYEES PORTFOLIO RETIREMENT SYSTEM - DELAWARE DPT CLASS PO BOX 1787 MILWAUKEE WI 53201-1787 THE LARGE-CAP THE NEWSPAPER GUILD 906,989.635 5.01% GROWTH EQUITY INTERNATIONAL PENSION FUND PORTFOLIO 501 3RD STREET NW 6TH FL DPT CLASS WASHINGTON DC 20001-0000 THE LARGE-CAP NORTHERN TRUST CO 1,679,744.148 9.28% GROWTH EQUITY FBO SHELBY OPEB PORTFOLIO CHICAGO IL 60603 DPT CLASS THE LARGE-CAP PINNACLE HEALTH SYSTEM 2,358,120.428 13.03% GROWTH EQUITY 409 S 2ND ST STE 2B PORTFOLIO HARRISBURG PA 17104-1612 DPT CLASS Fund Name and Class Shareholders Name and Address Total Shares Percentage THE LARGE-CAP STATE STREET BANK & 459,317.118 5.49% VALUE EQUITY TRUST CO TTEE PORTFOLIO ONE GAS INC DPT CLASS VEBA MASTER TRUST FOR COLLECTIVE BARGAINING UNIT FORMER EMPLOYEES 1200 CROWN COLONY DR QUINCY MA 02169-0938 THE LARGE-CAP COMMUNITY FOUNDATION OF 697,534.563 8.34% VALUE EQUITY GREATER DES MOINES PORTFOLIO 1915 GRAND AVE DPT CLASS DES MOINES IA 50309-3311 THE LARGE-CAP ARKANSAS COMMUNITY 580,719.703 6.94% VALUE EQUITY FOUNDATION INC PORTFOLIO 1400 W MARKHAM STE 206 DPT CLASS LITTLE ROCK AR 72201 THE LARGE-CAP THE COMMUNITY FOUNDATION OF 490,013.752 5.86% VALUE EQUITY NORTHEAST FLORIDA INC PORTFOLIO 245 RIVERSIDE AVE STE 310 DPT CLASS JACKSONVILLE FL 32202-4945 THE LARGE-CAP MUHLENBERG COLLEGE 599,081.058 7.16% VALUE EQUITY 2400 CHEW ST PORTFOLIO ALLENTOWN PA 18104-5586 DPT CLASS THE LARGE-CAP GENESIS HEALTH INC 1,134,681.989 13.56% VALUE EQUITY D/B/A BROOKS HEALTH SYSTEM PORTFOLIO 3599 UNIVERSITY BLVD S DPT CLASS JACKSONVILLE FL 32216-4252 THE LARGE-CAP WELLS FARGO BANK NA 1,027,231.388 12.28% VALUE EQUITY FBO GHS PENSION-LOOMIS PORTFOLIO PO BOX 1533 DPT CLASS MINNEAPOLIS MN 55480-1533 THE LARGE-CAP WELLS FARGO BANK NA 1,006,951.362 12.04% VALUE EQUITY FBO GMC FUND DEP-LOOMIS PORTFOLIO PO BOX 1533 DPT CLASS MINNEAPOLIS MN 55480-1533 THE LARGE-CAP NORTHERN TRUST CO 621,732.204 7.43% VALUE EQUITY CUST FBO MARTIN PORTFOLIO MEMORIAL CENTER DPT CLASS 50 S LA SALLE ST CHICAGO IL 60603-1003 THE LARGE-CAP NORTHERN TRUST CO TRUSTEE 428,541.116 5.12% VALUE EQUITY FBO MARTIN MEMORIAL PORTFOLIO HEALTH SYSTEM PENSION DPT CLASS 50 S LA SALLE ST CHICAGO IL 60603-1003 Fund Name and Class Shareholders Name and Address Total Shares Percentage THE SELECT 20 FIRST WESTERN 1,044,087.081 9.59% PORTFOLIO FBO L LEE STRYKER DPT CLASS IRREVOCABLE TRUST FBO PATRICIA A STRYKER FWTB TTEE C/O M&I TRUST CO NA - ATTN MF MILWAUKEE WI 53224 THE SELECT 20 THE OREGON COMMUNITY 4,481,131.381 41.17% PORTFOLIO FOUNDATION DPT CLASS 1221 SW YAMHILL ST STE 100 PORTLAND OR 97205-2108 THE SELECT 20 MARKET STREET ACTIVELY 2,748,135.300 25.25% PORTFOLIO MANAGED FUND DPT CLASS 80 E MARKET ST STE 300 CORNING NY 14830-2722 DELAWARE VIP® LINCOLN LIFE 162,066,834.928 95.21% DIVERSIFIED INCOME 1300 S CLINTON ST SERVICE CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP LINCOLN LIFE 27,577,634.519 63.43% DIVERSIFIED INCOME 1300 S CLINTON ST SERIES STANDARD FORT WAYNE IN 46802-3518 CLASS DELAWARE VIP MAC & CO 7,434,604.428 17.10% DIVERSIFIED INCOME FBO LVIP MODERATE PROFILE SERIES STANDARD ATTN MUTUAL FUND OPS CLASS PO BOX 3198 PITTSBURGH PA 15230-3198 DELAWARE VIP TIAA CREF LIFE 4,561,771.785 10.49% DIVERSIFIED INCOME SEPARATE ACCOUNT SERIES STANDARD VA-1 LIFE INSURANCE CO CLASS 8500 ANDREW CARNEGIE BLVD # E3/N6 CHARLOTTE NC 28262-8500 DELAWARE VIP MAC & CO 3,164,799.467 7.28% DIVERSIFIED INCOME FBO LVIP CONSERVATIVE PROFILE SERIES STANDARD ATTN MUTUAL FUND OPS CLASS PO BOX 3198 PITTSBURGH PA 15230-3198 DELAWARE VIP LINCOLN LIFE 16,929,037.137 90.35% EMERGING MARKETS 1300 S CLINTON ST SERIES SERVICE FORT WAYNE IN 46802-3518 CLASS DELAWARE VIP LINCOLN LIFE 5,439,129.519 61.37% EMERGING MARKETS 1300 S CLINTON ST SERIES STANDARD FORT WAYNE IN 46802-3518 CLASS Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE VIP HARTFORD LIFE INSURANCE CO 2,231,701.580 25.18% EMERGING MARKETS SEP ACCT SERIES STANDARD ATTN UIT OPERATIONS CLASS PO BOX 2999 HARTFORD CT 06104-2999 DELAWARE VIP® LINCOLN LIFE 34,632,466.589 94.44% HIGH YIELD SERIES 1300 S CLINTON ST SERVICE CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP LINCOLN LIFE ANNUITY OF NY 1,854,975.765 5.06% HIGH YIELD SERIES 1300 S CLINTON ST SERVICE CLASS FORT WAYNE IN 46802-3506 DELAWARE VIP LINCOLN LIFE 20,473,585.200 84.52% HIGH YIELD SERIES 1300 S CLINTON ST STANDARD CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP LINCOLN LIFE 1,918,414.913 7.92% HIGH YIELD SERIES 1300 S CLINTON ST STANDARD CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP NATIONWIDE LIFE INSURANCE 11,638.462 84.23% INTERNATIONAL COMPANY NWPP VALUE EQUITY C/O IPO PORTFOLIO ACCOUNTING SERIES SERVICE PO BOX 182029 CLASS COLUMBUS OH 43218-2029 DELAWARE VIP COMMONWEALTH ANNUITY & LIFE 2,179.388 15.77% INTERNATIONAL INSURANCE CO (SE2) VALUE EQUITY 132 TURNPIKE ROAD SUITE 210 SERIES SERVICE SOUTHBOROUGH MA 01772 CLASS DELAWARE VIP COMMONWEALTH ANNUITY & LIFE 2,730,793.486 51.30% INTERNATIONAL INSURANCE CO (SE2) VALUE EQUITY 132 TURNPIKE ROAD SUITE 210 SERIES STANDARD SOUTHBOROUGH MA 01772 CLASS DELAWARE VIP TIAA CREF LIFE 2,139,584.890 40.20% INTERNATIONAL SEPARATE ACCOUNT VALUE EQUITY VA-1 LIFE INSURANCE CO SERIES STANDARD 8500 ANDREW CARNEGIE BLVD # CLASS E3/N6 CHARLOTTE NC 28262-8500 DELAWARE VIP LINCOLN LIFE 138,681,196.336 96.70% LIMITED-TERM 1300 S CLINTON ST DIVERSIFIED SERIES FORT WAYNE IN 46802-3518 SERVICE CLASS DELAWARE VIP LINCOLN LIFE 5,105,817.351 84.71% LIMITED-TERM 1300 S CLINTON ST DIVERSIFIED SERIES FORT WAYNE IN 46802-3518 STANDARD CLASS Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE VIP COMMONWEALTH ANNUITY & LIFE 703,366.534 11.67% LIMITED-TERM INSURANCE CO (SE2) DIVERSIFIED SERIES 132 TURNPIKE ROAD SUITE 210 STANDARD CLASS SOUTHBOROUGH MA 01772 DELAWARE VIP REIT® LINCOLN LIFE 13,858,345.166 84.86% SERIES SERVICE 1300 S CLINTON ST CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP REIT LINCOLN LIFE ANNUITY OF NY 1,523,671.855 9.33% SERIES SERVICE 1300 S CLINTON ST CLASS FORT WAYNE IN 46802-3506 DELAWARE VIP REIT HORACE MANN INSURANCE 939,149.801 5.75% SERIES SERVICE SEP ACCOUNT CLASS 1 HORACE MANN PLZ SPRINGFIELD IL 62715-0002 DELAWARE VIP REIT LINCOLN LIFE 16,100,925.793 95.47% SERIES STANDARD 1300 S CLINTON ST CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP LINCOLN LIFE 15,429,144.658 86.23% SMALL CAP VALUE 1300 S CLINTON ST SERIES SERVICE FORT WAYNE IN 46802-3518 CLASS DELAWARE VIP LINCOLN LIFE 5,612,285.924 59.86% SMALL CAP VALUE 1300 S CLINTON ST SERIES STANDARD FORT WAYNE IN 46802-3518 CLASS DELAWARE VIP METLIFE INSURANCE CO OF CT 1,089,364.144 11.62% SMALL CAP VALUE ATTN: SHAREHOLDER ACCTG DEPT SERIES STANDARD 1 CITY PL CLASS HARTFORD CT 06103-3432 DELAWARE VIP NY LIFE INSURANCE & 934,865.771 9.97% SMALL CAP VALUE ANNUITY CORP SERIES STANDARD 169 LACKAWANNA AVE CLASS PARSIPPANY NJ 07054-1007 DELAWARE VIP SMID LINCOLN LIFE 5,862,800.427 84.26% CAP GROWTH SERIES 1300 S CLINTON ST SERVICE FORT WAYNE IN 46802-3518 DELAWARE VIP SMID LINCOLN LIFE ANNUITY OF NY 427,978.592 6.15% CAP GROWTH SERIES 1300 S CLINTON ST SERVICE FORT WAYNE IN 46802-3506 DELAWARE VIP SMID LINCOLN LIFE 11,369,826.627 89.20% CAP GROWTH SERIES 1300 S CLINTON ST STANDARD FORT WAYNE IN 46802-3518 DELAWARE VIP SMID COMMONWEALTH ANNUITY & LIFE 943,522.136 7.40% CAP GROWTH SERIES INSURANCE CO (SE2) STANDARD 132 TURNPIKE ROAD SUITE 210 SOUTHBOROUGH MA 01772 Fund Name and Class Shareholders Name and Address Total Shares Percentage DELAWARE VIP® U.S. LINCOLN LIFE 26,249,505.172 97.61% GROWTH SERIES 1300 S CLINTON ST SERVICE CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP U.S. MAC & CO 4,476,338.037 38.13% GROWTH SERIES FBO LVIP MODERATE PROFILE STANDARD CLASS ATTN MUTUAL FUND OPS PO BOX 3198 PITTSBURGH PA 15230-3198 DELAWARE VIP U.S. MAC & CO 2,948,271.997 25.12% GROWTH SERIES FBO LVIP MOD STANDARD CLASS AGGRESSIVE PROFILE ATTN MUTUAL FUND OPS PO BOX 3198 PITTSBURGH PA 15230-3198 DELAWARE VIP U.S. LINCOLN LIFE 2,360,918.166 20.11% GROWTH SERIES 1300 S CLINTON ST STANDARD CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP U.S. MAC & CO 1,616,699.497 13.77% GROWTH SERIES FBO LVIP CONSERVATIVE PROFILE STANDARD CLASS ATTN MUTUAL FUND OPS PO BOX 3198 PITTSBURGH PA 15230-3198 DELAWARE VIP LINCOLN LIFE 10,761,316.085 95.80% VALUE SERIES 1300 S CLINTON ST SERVICE CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP LINCOLN LIFE 12,372,292.373 69.15% VALUE SERIES 1300 S CLINTON ST STANDARD CLASS FORT WAYNE IN 46802-3518 DELAWARE VIP MAC & CO 2,327,972.432 13.01% VALUE SERIES FBO LVIP MODERATE PROFILE STANDARD CLASS ATTN MUTUAL FUND OPS PO BOX 3198 PITTSBURGH PA 15230-3198 DELAWARE VIP MAC & CO 1,504,239.677 8.41% VALUE SERIES FBO LVIP MOD STANDARD CLASS AGGRESSIVE PROFILE ATTN MUTUAL FUND OPS PO BOX 3198 PITTSBURGH PA 15230-3198 DELAWARE VIP COMMONWEALTH ANNUITY & LIFE 1,038,636.539 5.80% VALUE SERIES INSURANCE CO (SE2) STANDARD CLASS 132 TURNPIKE ROAD SUITE 210 SOUTHBOROUGH MA 01772 
DELAWARE INVESTMENTS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 31, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDSappoints 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,appoint(s) A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, or any of them, with the right of substitution, proxies of the undersigned at theJoint SpecialMeeting joint special meeting of Shareholdersshareholders of [ Ea ch F un d Lis te d on S ch ed ul e A] ( the “Fund”),Delaware Investments® Funds, including shareholders of each registrant (each, a series of [Each Registrant Listed“Trust”) and fund (“Fund”) listed on Schedule A] (the “Trust”), indicated on the reverse side of this proxy cardA, to be held at th e o ff ice sthe offices of St ra dl ey R on on St ev en sStradley Ronon Stevens & Yo un g, LL P, O ne Commerce Square,Young, LLP, 2005 Market Street, 21st26th Floor, Philadelphia, Pennsylvania 19103, on Thursday, November 12, 2009March 31, 2015 at 3 :003:00 p.m., Eastern time, or at any postponementpostponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically asindicated on thereverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.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 regardingThe undersigned acknowledges receipt of the availabilityNotice of proxy materials forThe Joint Special Meeting of Shareholders and of the shareholder meetingaccompanying Proxy Statement, which describes the matters to be held on November 12, 2009: thisconsidered and voted on.VOTE VIA THE INTERNET: www.proxy-direct.com VOTE BY TELEPHONE:1-800-337-3503 Signature Date DEL_26418_012815 
FUNDS FUNDS FUNDS Delaware Cash Reserve® Fund Delaware Core Plus Bond Fund Delaware Corporate Bond Fund Delaware Diversified Floating Rate Fund Delaware Diversified Income Fund Delaware Dividend Income Fund Delaware Emerging Markets Debt Fund Delaware Emerging Markets Fund Delaware Extended Duration Bond Fund Delaware Focus Global Growth Fund Delaware Foundation® Conservative Allocation Fund Delaware Foundation® Growth Allocation Fund
Read your proxy statement is availableand have it at www.delawareinvestments.com.hand when voting.
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded
instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return it in the
postage-paid envelope.
VOTE IN PERSON
Attend Shareholder Meeting
2005 Market Street, 26th Floor
Philadelphia, PA 19103
On March 31, 2015PLEASE SIGNAND DATE ON THE REVERSE SIDE.BOARDS RECOMMEND THAT YOU VOTE “FOR” THE PROPOSALS.PROXY TABULATORP.O. BOX 9112FARMINGDALE, NY 11735To vote by InternetProperly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” each proposal.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 Telephone1) Read the Proxy Statement and have the proxy card below at hand.2) Call1-800-690-6903.3) Follow the instructions.To vote by Mail1) Read the Proxy Statement2) 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.INK AS FOLLOWS: KEEP THIS PORTION FOR YOURRECORDS.DETACH AND RETURN THIS PORTION ONLYTHIS 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) DateSCHEDULE A1. To elect Trustees for each of the Trusts:To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. 01. Thomas L. Bennett 02. Ann Borowiec 03. Joseph W. Chow 04. Patrick P. Coyne 05. John A. Fry 06. Lucinda S. Landreth 07. Frances A. Sevilla-Sacasa 08. Thomas K. Whitford 09. Janet L. Yeomans 10. J. Richard Zecher TrustFORWITHHOLD FOR ALL FOR WITHHOLD FOR ALL FundsALLALL EXCEPT ALL ALL EXCEPT 01 Delaware Group Adviser FundsCash Reserve® Fund☐ ☐ ☐ 02 Delaware Core Plus Bond Fund ☐ ☐ ☐ 03 Delaware Corporate Bond Fund ☐ ☐ ☐ 04 Delaware Diversified Floating Rate Fund ☐ ☐ ☐ 05 Delaware Diversified Income Fund ☐ ☐ ☐ 06 Delaware Dividend Income Fund ☐ ☐ ☐ 07 Delaware Emerging Markets Debt Fund ☐ ☐ ☐ 08 Delaware Emerging Markets Fund ☐ ☐ ☐ 09 Delaware Extended Duration Bond Fund ☐ ☐ ☐ 10 Delaware Focus Global Growth Fund ☐ ☐ ☐ 11 Delaware Foundation® Conservative Allocation Fund ☐ ☐ ☐ 12 Delaware Foundation® Growth Allocation Fund ☐ ☐ ☐ 2. To approve the implementation of a new “manager of managers” order for each Fund. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Cash Reserve® Fund ☐ ☐ ☐ 02 Delaware Core Plus Bond Fund ☐ ☐ ☐ 03 Delaware Corporate Bond Fund ☐ ☐ ☐ 04 Delaware Diversified Floating Rate Fund ☐ ☐ ☐ 05 Delaware Diversified Income Fund ☐ ☐ ☐ 06 Delaware Dividend Income Fund ☐ ☐ ☐ 07 Delaware Emerging Markets Debt Fund ☐ ☐ ☐ 08 Delaware Emerging Markets Fund ☐ ☐ ☐ 09 Delaware Extended Duration Bond Fund ☐ ☐ ☐ 10 Delaware Focus Global Growth Fund ☐ ☐ ☐ 11 Delaware Foundation® Conservative Allocation Fund ☐ ☐ ☐ 12 Delaware Foundation® Growth Allocation Fund ☐ ☐ ☐ 3. To revise the fundamental investment restriction relating to lending for each Fund. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Cash Reserve® Fund ☐ ☐ ☐ 02 Delaware Core Plus Bond Fund ☐ ☐ ☐ 03 Delaware Corporate Bond Fund ☐ ☐ ☐ 04 Delaware Diversified Floating Rate Fund ☐ ☐ ☐ 05 Delaware Diversified Income Fund ☐ ☐ ☐ 06 Delaware Dividend Income Fund ☐ ☐ ☐ 07 Delaware Emerging Markets Debt Fund ☐ ☐ ☐ 08 Delaware Emerging Markets Fund ☐ ☐ ☐ 09 Delaware Extended Duration Bond Fund ☐ ☐ ☐ 10 Delaware Focus Global Growth Fund ☐ ☐ ☐ 11 Delaware Foundation® Conservative Allocation Fund ☐ ☐ ☐ 12 Delaware Foundation® Growth Allocation Fund ☐ ☐ ☐ 4. To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. FOR AGAINST ABSTAIN 01 Delaware Cash Reserve® Fund ☐ ☐ ☐ 5.a To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Cash Reserve® Fund ☐ ☐ ☐ 02 Delaware Core Plus Bond Fund ☐ ☐ ☐ 03 Delaware Corporate Bond Fund ☐ ☐ ☐ 04 Delaware Diversified Floating Rate Fund ☐ ☐ ☐ 05 Delaware Diversified Income Fund ☐ ☐ ☐ 06 Delaware Dividend Income Fund ☐ ☐ ☐ 07 Delaware Emerging Markets Debt Fund ☐ ☐ ☐ 08 Delaware Emerging Markets Fund ☐ ☐ ☐ 09 Delaware Extended Duration Bond Fund ☐ ☐ ☐ 10 Delaware Focus Global Growth Fund ☐ ☐ ☐ 11 Delaware Foundation® Conservative Allocation Fund ☐ ☐ ☐ 12 Delaware Foundation® Growth Allocation Fund ☐ ☐ ☐ 5.b To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Cash Reserve® Fund ☐ ☐ ☐ 02 Delaware Core Plus Bond Fund ☐ ☐ ☐ 03 Delaware Corporate Bond Fund ☐ ☐ ☐ 04 Delaware Diversified Floating Rate Fund ☐ ☐ ☐ 05 Delaware Diversified Income Fund ☐ ☐ ☐ 06 Delaware Dividend Income Fund ☐ ☐ ☐ 07 Delaware Emerging Markets Debt Fund ☐ ☐ ☐ 08 Delaware Emerging Markets Fund ☐ ☐ ☐ 09 Delaware Extended Duration Bond Fund ☐ ☐ ☐ 10 Delaware Focus Global Growth Fund ☐ ☐ ☐ 11 Delaware Foundation® Conservative Allocation Fund ☐ ☐ ☐ 12 Delaware Foundation® Growth Allocation Fund ☐ ☐ ☐ 5.c To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Cash Reserve® Fund ☐ ☐ ☐ 02 Delaware Core Plus Bond Fund ☐ ☐ ☐ 03 Delaware Corporate Bond Fund ☐ ☐ ☐ 04 Delaware Diversified Floating Rate Fund ☐ ☐ ☐ 05 Delaware Diversified Income Fund ☐ ☐ ☐ 06 Delaware Dividend Income Fund ☐ ☐ ☐ 07 Delaware Emerging Markets Debt Fund ☐ ☐ ☐ 08 Delaware Emerging Markets Fund ☐ ☐ ☐ 09 Delaware Extended Duration Bond Fund ☐ ☐ ☐ 10 Delaware Focus Global Growth Fund ☐ ☐ ☐ 11 Delaware Foundation® Conservative Allocation Fund ☐ ☐ ☐ 12 Delaware Foundation® Growth Allocation Fund ☐ ☐ ☐
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
DEL_26418_012815DELAWARE INVESTMENTS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 31, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDSVOTE VIA THE INTERNET: www.proxy-direct.com VOTE BY TELEPHONE:1-800-337-3503 Signature Date DEL_26418_012815 FUNDS FUNDS FUNDS Delaware Foundation® Moderate Allocation Fund Delaware Global Real Estate Opportunities Fund Delaware Global Value Fund Delaware Healthcare Fund Delaware High-Yield Opportunities Fund Delaware Inflation Protected Bond Fund Delaware International Value Equity Fund Delaware Limited-Term Diversified Income Fund Delaware Mid Cap Value Fund Delaware Minnesota High-Yield Muni Bond Fund Delaware National High-Yield Muni Bond Fund Delaware REIT Fund
Read your proxy statement and have it at hand when voting.
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded
instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return it in the
postage-paid envelope.
VOTE IN PERSON
Attend Shareholder Meeting
2005 Market Street, 26th Floor
Philadelphia, PA 19103
On March 31, 20151. To elect Trustees for each of the Trusts:To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. 01. Thomas L. Bennett 02. Ann Borowiec 03. Joseph W. Chow 04. Patrick P. Coyne 05. John A. Fry 06. Lucinda S. Landreth 07. Frances A. Sevilla-Sacasa 08. Thomas K. Whitford 09. Janet L. Yeomans 10. J. Richard Zecher FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Delaware Foundation® Moderate Allocation Fund ☐ ☐ ☐ 02 Delaware Global Real Estate Opportunities Fund ☐ ☐ ☐ 03 Delaware Global Value Fund ☐ ☐ ☐ 04 Delaware Healthcare Fund ☐ ☐ ☐ 05 Delaware High-Yield Opportunities Fund ☐ ☐ ☐ 06 Delaware Inflation Protected Bond Fund ☐ ☐ ☐ 07 Delaware International Value Equity Fund ☐ ☐ ☐ 08 Delaware Limited-Term Diversified Income Fund ☐ ☐ ☐ 09 Delaware Mid Cap Value Fund ☐ ☐ ☐ 10 Delaware Minnesota High-Yield Muni Bond Fund ☐ ☐ ☐ 11 Delaware National High-Yield Muni Bond Fund ☐ ☐ ☐ 12 Delaware REIT Fund ☐ ☐ ☐ 2. To approve the implementation of a new “manager of managers” order for each Fund. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Foundation® Moderate Allocation Fund ☐ ☐ ☐ 02 Delaware Global Real Estate Opportunities Fund ☐ ☐ ☐ 03 Delaware Global Value Fund ☐ ☐ ☐ 04 Delaware Healthcare Fund ☐ ☐ ☐ 05 Delaware High-Yield Opportunities Fund ☐ ☐ ☐ 06 Delaware Inflation Protected Bond Fund ☐ ☐ ☐ 07 Delaware International Value Equity Fund ☐ ☐ ☐ 08 Delaware Limited-Term Diversified Income Fund ☐ ☐ ☐ 09 Delaware Mid Cap Value Fund ☐ ☐ ☐ 10 Delaware Minnesota High-Yield Muni Bond Fund ☐ ☐ ☐ 11 Delaware National High-Yield Muni Bond Fund ☐ ☐ ☐ 12 Delaware REIT Fund ☐ ☐ ☐ 3. To revise the fundamental investment restriction relating to lending for each Fund. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Foundation® Moderate Allocation Fund ☐ ☐ ☐ 02 Delaware Global Real Estate Opportunities Fund ☐ ☐ ☐ 03 Delaware Global Value Fund ☐ ☐ ☐ 04 Delaware Healthcare Fund ☐ ☐ ☐ 05 Delaware High-Yield Opportunities Fund ☐ ☐ ☐ 06 Delaware Inflation Protected Bond Fund ☐ ☐ ☐ 07 Delaware International Value Equity Fund ☐ ☐ ☐ 08 Delaware Limited-Term Diversified Income Fund ☐ ☐ ☐ 09 Delaware Mid Cap Value Fund ☐ ☐ ☐ 10 Delaware Minnesota High-Yield Muni Bond Fund ☐ ☐ ☐ 11 Delaware National High-Yield Muni Bond Fund ☐ ☐ ☐ 12 Delaware REIT Fund ☐ ☐ ☐ 4. To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. 5.a To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Foundation® Moderate Allocation Fund ☐ ☐ ☐ 02 Delaware Global Real Estate Opportunities Fund ☐ ☐ ☐ 03 Delaware Global Value Fund ☐ ☐ ☐ 04 Delaware Healthcare Fund ☐ ☐ ☐ 05 Delaware High-Yield Opportunities Fund ☐ ☐ ☐ 06 Delaware Inflation Protected Bond Fund ☐ ☐ ☐ 07 Delaware International Value Equity Fund ☐ ☐ ☐ 08 Delaware Limited-Term Diversified Income Fund ☐ ☐ ☐ 09 Delaware Mid Cap Value Fund ☐ ☐ ☐ 10 Delaware Minnesota High-Yield Muni Bond Fund ☐ ☐ ☐ 11 Delaware National High-Yield Muni Bond Fund ☐ ☐ ☐ 12 Delaware REIT Fund ☐ ☐ ☐ 5.b To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Foundation® Moderate Allocation Fund ☐ ☐ ☐ 02 Delaware Global Real Estate Opportunities Fund ☐ ☐ ☐ 03 Delaware Global Value Fund ☐ ☐ ☐ 04 Delaware Healthcare Fund ☐ ☐ ☐ 05 Delaware High-Yield Opportunities Fund ☐ ☐ ☐ 06 Delaware Inflation Protected Bond Fund ☐ ☐ ☐ 07 Delaware International Value Equity Fund ☐ ☐ ☐ 08 Delaware Limited-Term Diversified Income Fund ☐ ☐ ☐ 09 Delaware Mid Cap Value Fund ☐ ☐ ☐ 10 Delaware Minnesota High-Yield Muni Bond Fund ☐ ☐ ☐ 11 Delaware National High-Yield Muni Bond Fund ☐ ☐ ☐ 12 Delaware REIT Fund ☐ ☐ ☐ 5.c To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Foundation® Moderate Allocation Fund ☐ ☐ ☐ 02 Delaware Global Real Estate Opportunities Fund ☐ ☐ ☐ 03 Delaware Global Value Fund ☐ ☐ ☐ 04 Delaware Healthcare Fund ☐ ☐ ☐ 05 Delaware High-Yield Opportunities Fund ☐ ☐ ☐ 06 Delaware Inflation Protected Bond Fund ☐ ☐ ☐ 07 Delaware International Value Equity Fund ☐ ☐ ☐ 08 Delaware Limited-Term Diversified Income Fund ☐ ☐ ☐ 09 Delaware Mid Cap Value Fund ☐ ☐ ☐ 10 Delaware Minnesota High-Yield Muni Bond Fund ☐ ☐ ☐ 11 Delaware National High-Yield Muni Bond Fund ☐ ☐ ☐ 12 Delaware REIT Fund ☐ ☐ ☐
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
DEL_26418_012815DELAWARE INVESTMENTS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 31, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDSVOTE VIA THE INTERNET: www.proxy-direct.com VOTE BY TELEPHONE:1-800-337-3503 Signature Date DEL_26418_012815 FUNDS FUNDS FUNDS Delaware Select Growth Fund Delaware Small Cap Core Fund Delaware Small Cap Value Fund Delaware Smid Cap Growth Fund Delaware Tax-Free Arizona Fund Delaware Tax-Free California Fund Delaware Tax-Free Colorado Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free Minnesota Fund Delaware Tax-Free Minnesota Intermediate Fund Delaware Tax-Free New York Fund Delaware Tax-Free Pennsylvania Fund
Read your proxy statement and have it at hand when voting.
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded
instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return it in the
postage-paid envelope.
VOTE IN PERSON
Attend Shareholder Meeting
2005 Market Street, 26th Floor
Philadelphia, PA 19103
On March 31, 20151. To elect Trustees for each of the Trusts:To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. 01. Thomas L. Bennett 02. Ann Borowiec 03. Joseph W. Chow 04. Patrick P. Coyne 05. John A. Fry 06. Lucinda S. Landreth 07. Frances A. Sevilla-Sacasa 08. Thomas K. Whitford 09. Janet L. Yeomans 10. J. Richard Zecher FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Delaware Select Growth Fund ☐ ☐ ☐ 02 Delaware Small Cap Core Fund ☐ ☐ ☐ 03 Delaware Small Cap Value Fund ☐ ☐ ☐ 04 Delaware Smid Cap Growth Fund ☐ ☐ ☐ 05 Delaware Tax-Free Arizona Fund ☐ ☐ ☐ 06 Delaware Tax-Free California Fund ☐ ☐ ☐ 07 Delaware Tax-Free Colorado Fund ☐ ☐ ☐ 08 Delaware Tax-Free Idaho Fund ☐ ☐ ☐ 09 Delaware Tax-Free Minnesota Fund ☐ ☐ ☐ 10 Delaware Tax-Free Minnesota Intermediate Fund ☐ ☐ ☐ 11 Delaware Tax-Free New York Fund ☐ ☐ ☐ 12 Delaware Tax-Free Pennsylvania Fund ☐ ☐ ☐ 2. To approve the implementation of a new “manager of managers” order for each Fund. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Select Growth Fund ☐ ☐ ☐ 02 Delaware Small Cap Core Fund ☐ ☐ ☐ 03 Delaware Small Cap Value Fund ☐ ☐ ☐ 04 Delaware Smid Cap Growth Fund ☐ ☐ ☐ 05 Delaware Tax-Free Arizona Fund ☐ ☐ ☐ 06 Delaware Tax-Free California Fund ☐ ☐ ☐ 07 Delaware Tax-Free Colorado Fund ☐ ☐ ☐ 08 Delaware Tax-Free Idaho Fund ☐ ☐ ☐ 09 Delaware Tax-Free Minnesota Fund ☐ ☐ ☐ 10 Delaware Tax-Free Minnesota Intermediate Fund ☐ ☐ ☐ 11 Delaware Tax-Free New York Fund ☐ ☐ ☐ 12 Delaware Tax-Free Pennsylvania Fund ☐ ☐ ☐ 3. To revise the fundamental investment restriction relating to lending for each Fund. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Select Growth Fund ☐ ☐ ☐ 02 Delaware Small Cap Core Fund ☐ ☐ ☐ 03 Delaware Small Cap Value Fund ☐ ☐ ☐ 04 Delaware Smid Cap Growth Fund ☐ ☐ ☐ 05 Delaware Tax-Free Arizona Fund ☐ ☐ ☐ 06 Delaware Tax-Free California Fund ☐ ☐ ☐ 07 Delaware Tax-Free Colorado Fund ☐ ☐ ☐ 08 Delaware Tax-Free Idaho Fund ☐ ☐ ☐ 09 Delaware Tax-Free Minnesota Fund ☐ ☐ ☐ 10 Delaware Tax-Free Minnesota Intermediate Fund ☐ ☐ ☐ 11 Delaware Tax-Free New York Fund ☐ ☐ ☐ 12 Delaware Tax-Free Pennsylvania Fund ☐ ☐ ☐ 4. To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. 5.a To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Select Growth Fund ☐ ☐ ☐ 02 Delaware Small Cap Core Fund ☐ ☐ ☐ 03 Delaware Small Cap Value Fund ☐ ☐ ☐ 04 Delaware Smid Cap Growth Fund ☐ ☐ ☐ 05 Delaware Tax-Free Arizona Fund ☐ ☐ ☐ 06 Delaware Tax-Free California Fund ☐ ☐ ☐ 07 Delaware Tax-Free Colorado Fund ☐ ☐ ☐ 08 Delaware Tax-Free Idaho Fund ☐ ☐ ☐ 09 Delaware Tax-Free Minnesota Fund ☐ ☐ ☐ 10 Delaware Tax-Free Minnesota Intermediate Fund ☐ ☐ ☐ 11 Delaware Tax-Free New York Fund ☐ ☐ ☐ 12 Delaware Tax-Free Pennsylvania Fund ☐ ☐ ☐ 5.b To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Select Growth Fund ☐ ☐ ☐ 02 Delaware Small Cap Core Fund ☐ ☐ ☐ 03 Delaware Small Cap Value Fund ☐ ☐ ☐ 04 Delaware Smid Cap Growth Fund ☐ ☐ ☐ 05 Delaware Tax-Free Arizona Fund ☐ ☐ ☐ 06 Delaware Tax-Free California Fund ☐ ☐ ☐ 07 Delaware Tax-Free Colorado Fund ☐ ☐ ☐ 08 Delaware Tax-Free Idaho Fund ☐ ☐ ☐ 09 Delaware Tax-Free Minnesota Fund ☐ ☐ ☐ 10 Delaware Tax-Free Minnesota Intermediate Fund ☐ ☐ ☐ 11 Delaware Tax-Free New York Fund ☐ ☐ ☐ 12 Delaware Tax-Free Pennsylvania Fund ☐ ☐ ☐ 5.c To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Select Growth Fund ☐ ☐ ☐ 02 Delaware Small Cap Core Fund ☐ ☐ ☐ 03 Delaware Small Cap Value Fund ☐ ☐ ☐ 04 Delaware Smid Cap Growth Fund ☐ ☐ ☐ 05 Delaware Tax-Free Arizona Fund ☐ ☐ ☐ 06 Delaware Tax-Free California Fund ☐ ☐ ☐ 07 Delaware Tax-Free Colorado Fund ☐ ☐ ☐ 08 Delaware Tax-Free Idaho Fund ☐ ☐ ☐ 09 Delaware Tax-Free Minnesota Fund ☐ ☐ ☐ 10 Delaware Tax-Free Minnesota Intermediate Fund ☐ ☐ ☐ 11 Delaware Tax-Free New York Fund ☐ ☐ ☐ 12 Delaware Tax-Free Pennsylvania Fund ☐ ☐ ☐
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
DEL_26418_012815DELAWARE INVESTMENTS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 31, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDSVOTE VIA THE INTERNET: www.proxy-direct.com VOTE BY TELEPHONE:1-800-337-3503 Signature Date DEL_26418_012815 FUNDS FUNDS FUNDS Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware U.S. Growth Fund Delaware Group Cash ReserveValue® FundDelaware Cash Reserve Fund
Read your proxy statement and have it at hand when voting.Delaware Group Equity Funds I
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hoursDelaware Mid Cap Value Fund
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded
instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return it in the
postage-paid envelope.
VOTE IN PERSON
Attend Shareholder Meeting
2005 Market Street, 26th Floor
Philadelphia, PA 19103
On March 31, 2015Delaware Group Equity Funds II1.Delaware Large Cap Value Fund To elect Trustees for each of the Trusts:To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number(s) on the line provided. Delaware Value®Fund 01. Thomas L. Bennett 02. Ann Borowiec 03. Joseph W. Chow 04. Patrick P. Coyne 05. John A. Fry 06. Lucinda S. Landreth 07. Frances A. Sevilla-Sacasa 08. Thomas K. Whitford 09. Janet L. Yeomans 10. J. Richard Zecher Delaware Group Equity Funds III Delaware American Services FundFOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL Delaware Small Cap Growth FundALL ALL EXCEPT ALL ALL EXCEPT Delaware Trend®FundDelaware Group Equity Funds IVDelaware Global Real Estate Securities Fund Delaware Growth Opportunities Fund Delaware Healthcare Fund Delaware Group Equity Funds VDelaware Dividend Income Fund Delaware Small Cap Core Fund Delaware Small Cap Value Fund Delaware Group Foundation FundsDelaware Foundation®Equity FundDelaware Aggressive Allocation Portfolio1Delaware Conservative Allocation Portfolio2Delaware Moderate Allocation Portfolio3Delaware Group Global & International FundsDelaware Emerging Markets Fund Delaware Focus Global Growth Fund Delaware Global Value Fund Delaware International Value Equity Fund Delaware Group Government FundDelaware Core Plus Bond Fund Delaware Inflation Protected Bond Fund Delaware Group Income FundsDelaware Corporate Bond Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Group Limited-Term Government FundsDelaware Limited-Term Diversified Income Fund Delaware Group State Tax-Free Income TrustDelaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free Fund01 Delaware Tax-Free USA Fund ☐ ☐ ☐ 02 Delaware Tax-Free USA Intermediate Fund ☐ ☐ ☐ 03 Delaware Group Tax-Free MoneyU.S. Growth Fund☐ ☐ ☐ 04 Delaware Tax-Free MoneyValue® Fund☐ ☐ ☐ Delaware Pooled2.®TrustTo approve the implementation of a new “manager of managers” order for each Fund.Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio)FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Voyageur Insured Funds01 Delaware Tax-Free ArizonaUSA Fund☐ ☐ ☐ 02 Delaware Tax-Free USA Intermediate Fund ☐ ☐ ☐ Voyageur Intermediate Tax Free Funds03 Delaware U.S. Growth Fund☐ ☐ ☐ 04 Delaware Tax-Free Minnesota IntermediateValue® Fund☐ ☐ ☐ Voyageur Mutual Funds3.Delaware Minnesota High-Yield Municipal Bond Fund To revise the fundamental investment restriction relating to lending for each Fund. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware National High-Yield Municipal BondTax-Free USA Fund☐ ☐ ☐ 02 Delaware Tax-Free USA Intermediate Fund ☐ ☐ ☐ 03 Delaware U.S. Growth Fund ☐ ☐ ☐ 04 Delaware Value® Fund ☐ ☐ ☐ 4. To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve. Delaware Tax-Free California Fund 5.a To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Tax-Free IdahoUSA Fund☐ ☐ ☐ 02 Delaware Tax-Free USA Intermediate Fund ☐ ☐ ☐ 03 Delaware U.S. Growth Fund ☐ ☐ ☐ 04 Delaware Value® Fund ☐ ☐ ☐ 5.b To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware Tax-Free New YorkUSA Fund☐ ☐ ☐ 02 Delaware Tax-Free USA Intermediate Fund ☐ ☐ ☐ Voyageur Mutual Funds II03 Delaware U.S. Growth Fund☐ ☐ ☐ 04 Delaware Tax-Free ColoradoValue® Fund☐ ☐ ☐ Voyageur Mutual Funds III5.cTo revise provisions of each Trust’s By-Laws so that Delaware Large Cap Core Fund law will apply to matters related to proxies. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Delaware SelectTax-Free USA Fund☐ ☐ ☐ 02 Delaware Tax-Free USA Intermediate Fund ☐ ☐ ☐ 03 Delaware U.S. Growth Fund ☐ ☐ ☐ 04 Delaware Value® Fund ☐ ☐ ☐ Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund
Special Meeting of Shareholders to Be Held on March 31, 2015.
The Proxy Statement for this Meeting is available at:
https://www.proxy-direct.com/del-26418
DEL_26418_012815