Please read the enclosed materials and cast your vote on the proxy card or by telephone or via the Internet.Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
The proposal has been carefully reviewed by the applicable Boards of Trustees of the Trusts. The Trustees, all but one of whom are not affiliated with Delaware Investments, are
THE TRUSTEES RECOMMEND THAT YOU
The proposal is described in greater detail in the enclosed Proxy Statement.
Voting is quick and easy. Everything you need is enclosed.Please refer to your proxy card for voting instructions. To cast your vote, simply complete the proxy card enclosed in this package. Be sure to sign the proxy card before mailing it 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, enter the control number found on the card, and follow the recorded or online instructions.
If you have any questions before you vote, please call Delaware Investments at 1-800-523-1918. Thank you for your participation in this important initiative.
Sincerely,
Patrick P. Coyne
Chairman, President, and Chief Executive Officer
March 26, 2014
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2014
Important notice regarding the availability of proxy materials for the shareholder
meeting to be held on May 16, 2014: the proxy statement is available
at www.delawareinvestments.com/proxy
Delaware U.S. Growth Fund, a series of Delaware Group® Adviser Funds Delaware Smid Cap Growth Fund, a series of Delaware Group Equity Funds IV
Delaware Focus Global Growth Fund, a series of Delaware Group Global and |
Delaware Select Growth Fund, a series of Voyageur Mutual Funds III
The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity
Portfolio and The Select 20 Portfolio, series of Delaware Pooled Trust
Delaware VIP® U.S. Growth Series and Delaware VIP Smid Cap Growth Series,
series of Delaware VIP Trust
Delaware Foundation® Growth Allocation Fund, Delaware Foundation®
Moderate Allocation Fund, and Delaware Foundation® Conservative Allocation
Fund, series of Delaware Group Foundation Funds®
To the Shareholders of Delaware U.S. Growth Fund, Delaware Smid Cap Growth Fund, Delaware Focus Global Growth Fund, Delaware Select Growth Fund, The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio, The Select 20 Portfolio, Delaware VIP U.S. Growth Series, Delaware VIP Smid Cap Growth Series, Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund (each, a “Fund” and together, the “Funds”), series of Delaware Group Adviser Funds, Delaware Group Equity Funds IV, Delaware Group Global and International Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and Delaware Group Foundation Funds® (each, a “Trust” and together, the “Trusts”):
NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of the Funds will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on May 16, 2014 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the approval of a sub-advisory agreement for the Funds.
Shareholders of record of the Funds as of the close of business on March 20, 2014 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card by mail in the enclosed postage-paid envelope, or by voting by telephone or over the Internet. Your vote is important.
To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card, sign, and return it in the enclosed envelope, which requires no postage if mailed from the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached proxy statement.
| By order of the Boards of Trustees, |
 |
Patrick P. Coyne |
March 26, 2014
PROXY STATEMENT
TABLE OF CONTENTS
| Page | ||
| PROPOSAL: TO APPROVE A SUB-ADVISORY AGREEMENT | ||
| Introduction to the Proposal | ||
| The Proposed Sub-Advisory Agreement | ||
| Board considerations in approving the Proposed | ||
| Sub-Advisory Agreement | ||
| Required vote | ||
| VOTING INFORMATION | ||
| How will shareholder voting be handled? | ||
| How do I ensure my vote is accurately recorded? | ||
| May I revoke my proxy? | ||
| What other matters will be voted upon at the Meeting? | ||
| Who is entitled to vote? | ||
| What is the Quorum requirement? | ||
| Who will pay the expenses of the Meeting? | ||
| What other solicitations will be made? | ||
| How do I submit a shareholder proposal for inclusion in a Trust’s | ||
| proxy statement for a future shareholder meeting? | ||
| How may I communicate with the Boards? | ||
| MORE INFORMATION ABOUT THE FUNDS | ||
| PRINCIPAL HOLDERS OF SHARES | ||
| APPENDIX A - FORM OF PROPOSED | ||
| SUB-ADVISORY AGREEMENT | A-1 | |
| APPENDIX B - MEMBERS AND OFFICERS OF | ||
| JACKSON SQUARE PARTNERS, LLC | B-1 | |
| APPENDIX C - 5% SHARE OWNERSHIP | C-1 |
PROXY STATEMENT
for Delaware U.S. Growth Fund, a series of Delaware Group® Adviser Funds Delaware Smid Cap Growth Fund, a series of Delaware Group Equity Funds IV
Delaware Focus Global Growth Fund, a series of Delaware Group Global and |
Delaware Select Growth Fund, a series of Voyageur Mutual Funds III
The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity
Portfolio and The Select 20 Portfolio, series of Delaware Pooled Trust
Delaware VIP® U.S. Growth Series and Delaware VIP Smid Cap Growth Series,
series of Delaware VIP Trust
Delaware Foundation® Growth Allocation Fund, Delaware Foundation® Moderate
Allocation Fund, and Delaware Foundation® Conservative Allocation Fund, series
of Delaware Group Foundation Funds®
Dated March 26, 2014
[mail date]
meeting to be held on May 16, 2014: this proxy statement is available at
www.delawareinvestments.com/proxy.
This proxy statement (the “Proxy Statement”) solicits proxies to be voted at a joint special meeting of shareholders (the “Meeting”) of Delaware U.S. Growth Fund, Delaware Smid Cap Growth Fund, Delaware Focus Global Growth Fund, Delaware Select Growth Fund, The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio, The Select 20 Portfolio, Delaware VIP U.S. Growth Series, Delaware VIP Smid Cap Growth Series, Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund (each, a “Fund” and together, the “Funds”), series of Delaware Group Adviser Funds, Delaware Group Equity Funds IV, Delaware Group Global and International Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and Delaware Group Foundation Funds® (each, a “Trust” and together, the “Trusts”). The Meeting was called by the Boards of Trustees of the Trusts (the “Boards” or the “Trustees”)to vote on the approval of a sub-advisory agreement for the Funds (the “Proposal”).
The principal office of the Trusts is located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach the office of the Trusts by telephone by calling 1-800-523-1918. 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”).
The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on May 16, 2014 at 3:00 p.m., Eastern time. Only Fund shareholders and officers, agents, and employees of the Trusts or their investment adviser or sub-adviser will be admitted to the Meeting. The Boards, on behalf of the Funds, are soliciting these proxies. This Proxy Statement is first being sent to shareholders on or about [mail date].
This Proxy Statement gives you information about the proposed sub-advisory agreement and other matters that you should know before voting on the Proposal.
Each Fund’s annual report to shareholders is sent to shareholders of record following the Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its most recent annual report and most recent succeeding semiannual report, if any, to a shareholder upon request. Such requests should be directed to the Funds by calling 1-800-523-1918 or by writing to a Fund at Attention: Shareholder Services, 2005 Market Street, Philadelphia, Pennsylvania 19103-7094. Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ website at www.delawareinvestments.com.
PROPOSAL: TO APPROVE A SUB-ADVISORY AGREEMENT
Introduction to the Proposal
At the Meeting, shareholders of each Fund will be asked to approve an investment sub-advisory agreement (the “Proposed Sub-Advisory Agreement”) between Delaware Management Company, the Funds’ investment adviser (“DMC”), and Jackson Square Partners, LLC (the “Sub-adviser”“Jackson Square”). The Sub-adviserJackson Square will be a joint venture between Delaware Investments Advisers Partner, Inc., an affiliate of DMC (“DIAP” and with DMC, “Delaware Investments”), and California Street Partners, LLC, a California limited liability company. The Sub-adviserJackson Square will be comprised of the portfolio managers currently responsible for managing all or part of each Fund (the “Focus Growth Team”). In connection with the lift outtransition of the Focus Growth Team into the Sub-adviser,Jackson Square, the Focus Growth Team will become owners and officers of the Sub-adviser,Jackson Square, and will continue to provide portfolio management services to the Funds pursuant to the Proposed Sub-Advisory Agreement.Agreement (the “Transaction”). Accordingly, the Funds’ Boards are seeking your approval of the Proposed Sub-Advisory Agreement.
The Boards are proposing the approval of the Proposed Sub-Advisory Agreement in order to continue to capitalize on the skill and expertise of the Focus Growth Team. For the Funds (other than Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund), it is proposed that the same members of the Focus Growth Team who have managed the Funds’ portfolios will continue to manage the entirety of the Funds’ portfolios in their new roles as portfolio managers at the Sub-adviser.Jackson Square. It is also proposed that the Focus Growth Team will continue to manage certainthe same sleeves of the portfolios ofas they had previously managed for Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund in their new roles as portfolio managers of the Sub-adviser.Jackson Square. The Focus Growth Team has managed all or part of each Fund since 2005, except in the case of the Delaware Smid Cap Growth Fund, which the Focus Growth Team has been managing since 2010.
The Proposed Sub-Advisory Agreement will not become effective with respect to each Fund unless it is approved by the shareholders of suchthat Fund. In the event that the shareholders of a Fund do not approve the Proposed Sub-Advisory Agreement, the applicable Fund’s Board will take such action that it deems to be in the best interests of the Fund and its shareholders.shareholders, including having the Fund be fully managed by DMC under the current investment advisory agreement.
For a general description of the key terms of the Proposed Sub-Advisory Agreement, see “The Proposed Sub-Advisory Agreement” below. A form of Proposed Sub-Advisory Agreement is included in Appendix A. Shareholder approval of the Proposal will not change the fees charged to Fund shareholders. Shareholders will continue to pay management fees to DMC and DMC, in turn, will compensate the Sub-adviserJackson Square for its services to the Funds out of the fees paid to DMC.
The Current Sub-Advisory Agreement
On behalf of each of the Funds, DMC engaged Delaware Investments Advisory Services (“DIAS”), an affiliate of DMC, (“DIAS”), to serve as the Funds’ sub-adviser pursuant to a sub-advisory agreement (the “Current Sub-Advisory Agreement”). between DMC and DIAS. Subject to the supervision of DMC and the Funds’ Boards, DIAS directswill direct the investment of all or part of the Funds’ assets. The terms of the Current Sub-Advisory Agreement are substantially similar to the Proposed Sub-Advisory agreement.
DIAS was formed and filed its investment adviser registration with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser in March 2014. After the SEC declared DIAS’sdeclares DIAS’ registration effective,
Transition of the Focus Growth Team under which the Focus Growth Team will become owners and officers of the Sub-adviser and will continuefrom DIAS to provide portfolio management services to the Funds pursuant to the Proposed Sub-Advisory Agreement (the “Transaction”). UponJackson Square
Following the closing of the Transaction, which is expected to occur on or about April 30, 2014, the Focus Growth Team will bemove from DIAS to Jackson Square. At that time, Jackson Square will become the majority ownersub-adviser to the Funds pursuant to an interim sub-advisory agreement (as discussed below). Shareholder approval of the Sub-adviserinterim sub-advisory agreement is not required but in order for Jackson Square to serve as the Funds’ sub-adviser for more than 150 days, shareholders must approve a final sub-advisory agreement between DMC and DIAP will be the minority owner.Jackson Square. The Sub-adviserterms of that agreement are discussed in detail below. Jackson Square is a California limited liability company located at 101 California Street, San Francisco, CA 94111. The Sub-adviser
Jackson Square will provide investment management services to mutual funds, high net worth individuals, and institutional investors. More information about the Sub-advisers’Jackson Square’s members and officers is contained in Appendix B.
The Boards have been advised that the parties to the Transaction intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe-harbor whereby an owner (such as DMBT) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Each Board currently meets this test and is expected to do so after the Transaction is completed. Second, no “unfair burden” can be imposed on the investment company as a result of the transaction. An “unfair burden” includes any arrangement during the two-year period after the transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). DMBT has agreed as part of the Transaction Agreement that, following the Closing, to the extent within its control, it will not take or fail to take (and will not cause its affiliates to take or fail to take) any action, if such action or failure to take action would have the effect, directly or indirectly, of causing the requirements of Section 15(f) of the 1940 Act not to be met with respect to the Transaction. In that regard, from and after the Closing date and to the extent within its control, DMBT has agreed to conduct its business (and to cause each of its affiliates to conduct its business) so as to assure that the two aforementioned conditions are satisfied.
When the Transaction closes on or about April 30, 2014, the Current Sub-Advisory Agreement will terminate because it will be assigned to the Sub-adviser,Jackson Square, although DMC will continue to serve as the Funds’
The Proposed Final Sub-Advisory Agreement
Each Board approved the Proposed Sub-Advisory Agreement with respect to its respective FundFund(s) at an in-person meeting on February 18-20, 2014. A copy of the Proposed Sub-Advisory Agreement is contained in Appendix A.
Under the Proposed Sub-Advisory Agreement, DMC will pay the Sub-adviserJackson Square a fee based on all of the Funds’ assets managedfor each Fund sub-advised by the Sub-adviserJackson Square at the following rates:
| Sub-Advisory Fee | |||||
| 0.325% on first $500 million | |||||
| Delaware U.S. Growth Fund | 0.30% on next $500 million | ||||
| 0.275% on next $1.5 billion | |||||
| 0.25% on assets in excess of $2.5 billion | |||||
| 0.375% on first $500 million | |||||
| Delaware Smid Cap Growth Fund | 0.35% on next $500 million | ||||
| 0.325% on next $1.5 billion | |||||
| 0.30% on assets in excess of $2.5 billion | |||||
| 0.325% on first $500 million | |||||
| Delaware Foundation®Conservative | 0.30% on next $500 million | ||||
| Allocation Fund | 0.275% on next $1.5 billion | ||||
| 0.25% on assets in excess of $2.5 billion | |||||
| 0.325% on first $500 million | |||||
| Delaware Foundation®Growth | 0.30% on next $500 million | ||||
| Allocation Fund | 0.275% on next $1.5 billion | ||||
| 0.25% on assets in excess of $2.5 billion | |||||
| 0.325% on first $500 million | |||||
| Delaware Foundation®Moderate | 0.30% on next $500 million | ||||
| Allocation Fund | 0.275% on next $1.5 billion | ||||
| 0.25% on assets in excess of $2.5 billion | |||||
| 0.425% on first $500 million | ||
Delaware Focus Global Growth Fund | 0.40% on next $500 million | |
| 0.375% on next $1.5 billion | ||
| 0.35% on assets in excess of $2.5 billion | ||
| The Focus Smid-Cap Growth | ||
Equity Portfolio | 0.375% | |
| The Large-Cap Growth Equity Portfolio | 0.275% | |
| The Select 20 Portfolio | 0.375% | |
| 0.375% on first $500 million | ||
| Delaware VIP®Smid Cap | 0.35% on next $500 million | |
| Growth Series | 0.325% on next $1.5 billion | |
| 0.30% on assets in excess of $2.5 billion | ||
| Sub-Advisory Fee | ||
| 0.325% on first $500 million | ||
| Delaware VIP®U.S. Growth Series | 0.30% on next $500 million | |
| 0.275% on next $1.5 billion | ||
| 0.25% on assets in excess of $2.5 billion |
| 0.375% on first $500 million | ||
| Delaware Select Growth Fund | 0.35% on next $500 million | |
| 0.325% on next $1.5 billion | ||
| 0.30% on assets in excess of $2.5 billion | ||
Sub-Advisory Services. Services.The Proposed Sub-Advisory Agreement generally provides that, subject to the direction and control of a Trust’s Board and DMC, the Sub-adviserJackson Square shall (i) regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund; (ii) effect the purchase and sale of those investments in furtherance of each Fund’s objective(s) and strategies; and (iii) furnish the applicable Board with information and reports regarding each Fund’s investments. Subject to the primary objective of obtaining best execution, the Sub-adviserJackson Square may place orders for the purchase and sale of portfolio securities and other instruments with broker/dealers that provide brokerage and research services to DMC, the Sub-adviser,Jackson Square, and each Fund.
The Proposed Sub-Advisory Agreement provides that the Sub-adviser’sJackson Square’s services to the Funds are not exclusive, and the Sub-adviserJackson Square may render services to other persons or entities, including other mutual funds.
Limitation on Liability. Liability.Under the Proposed Sub-Advisory Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as a sub-adviser to the Trusts, on behalf of the Funds, neither the Sub-adviserJackson Square nor any of its controlling persons, officers, directors, employees, or agents (“Sub-adviser Related Persons”) shall be liable to the Trusts, the Funds, DMC, or any shareholder of the Trusts for any action or
IndemnityIndemnity. .Under the Proposed Sub-Advisory Agreement, DMC shall indemnify the Sub-adviserJackson Square and the Sub-adviser Related Persons to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees (collectively, “Losses”), incurred by the Sub-adviserJackson Square or the Sub-adviser Related Persons arising from or in connection with the Proposed Sub-Advisory Agreement or the performance by the Sub-adviserJackson Square or the Sub-adviser Related Persons of the duties under the Proposed Sub-Advisory Agreement, as long as suchAgreement. However, DMC is only required to indemnify for Losses that arise out
of DMC’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities under the Proposed Sub-Advisory Agreement, including, without limitation, suchAgreement. Subject to the foregoing, Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in the Trusts’ Registration Statements or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements thereinstatement not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to DMC or the Trusts by the Sub-adviserJackson Square specifically for inclusion in the Registration StatementsTrusts’ registration statements or any amendment thereof or supplement thereto, except to the extent any such Losses result from willful misfeasance, bad faith, gross negligence, or reckless disregard on the part of the sub-adviserJackson Square in the performance of any of its duties under, or in connection with, the Proposed Sub-Advisory Agreement.
Term and Continuance. Continuance.If approved by shareholders of a Fund, the Proposed Sub-Advisory Agreement will have an initial two year term, and will only continue in effect from year to year if its continuance is specifically approved at least annually by both (a) the vote of a majority of the respective Trust’s Board or a 1940 Act Majority (as defined below) of the outstanding voting securities of the applicable Fund, and (b) the vote of a majority of the Independent Trustees of a Trust who are not “interested persons” as defined by the 1940 Act (the “Independent Trustees”) cast in person at a meeting called for the purpose of voting on the approval.
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.
TerminationTermination. .The Proposed Sub-Advisory Agreement generally provides that it may be terminated at any time, without the payment of any penalty, (i) by DMC upon giving sixty days’ written notice to the Sub-adviser,Jackson Square, or (ii) by a Trust upon giving sixty days’ written notice to the Sub-adviser,Jackson Square, provided that the termination by the Trust is directed or approved by the vote of a majority of the Trust’s Board or by the vote of a 1940 Act Majority of the outstanding voting securities of the applicable Fund. The Proposed Sub-Advisory Agreement may also be terminated by the Sub-adviserJackson Square on sixty days’ written notice. As required by the 1940 Act, the Proposed Sub-Advisory Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act). Furthermore, the Proposed Sub-Advisory Agreement
BOARD CONSIDERATIONS IN APPROVING THE PROPOSED
SUB-ADVISORY AGREEMENT
At an in-person meeting held on February 18-20, 2014, the Funds’ Boards, including a majority of the Independent Trustees, discussed and unanimously approved the Current Sub-Advisory Agreement between DMC and DIAS, as well as the Interim Agreement and the Proposed Sub-Advisory Agreement between DMC and the Sub-adviserJackson Square (collectively, the “Advisory“Sub-Advisory Agreements”). Concluding that approval of the AdvisorySub-Advisory Agreements would be in the best interests of each Fund and its shareholders, the Boards also directed that the Proposed Sub-Advisory Agreement be submitted to each Fund’s shareholders for approval, and recommended that shareholders vote“FOR” approval of the Proposed Sub-Advisory Agreement.
In considering whether to approve the Advisory Agreements,Proposed Sub-Advisory Agreement, the Independent Trustees consulted with independent legal counsel and Fund counsel, and discussed, among other things, the legal standards applicable to their review of the Proposed Sub-Advisory Agreement and certain other considerations relevant to their deliberations on whether to approve the Proposed Sub-Advisory Agreement. At the in-person meeting, the Trustees discussed the Transaction and the resulting termination of the Current Sub-Advisory Agreement. The Trustees noted that although the Transaction will cause the termination of the Current Sub-Advisory Agreement, the Transaction will have no effect on the Sub-adviser or the services it provides to the Funds. The Trustees also discussed the fact that the Current Sub-Advisory Agreement and the Proposed Sub-Advisory Agreement are virtually identical. After reviewing the written materials provided by the Sub-adviser,Jackson Square, the Independent Trustees discussed materials provided to them by their independent legal counsel with respect to their consideration of the Proposed Sub-Advisory Agreement.
In connection with the Trustees’ review of the Proposed Sub-Advisory Agreement, DMC and/or the Sub-adviserJackson Square advised the Trustees about a variety of matters, including the following:
The Transaction will have no effect on Jackson Square or the Focus Growth Team and there will be no adverse changes in the nature, quality, or extent of services currently provided by Jackson Square to the Funds and their shareholders because the Funds will retain the same portfolio management team;
The Transaction will not affect the level of expenses currently in effect for the Funds because the Funds’ expense ratios will not change as a result of the Transaction and Jackson Square will be compensated by DMC; and
The terms and conditions of the Proposed Sub-Advisory Agreement, including the Funds’ contractual fee rates under the Proposed Sub-Advisory Agreement, will remain the same as the Current Sub-Advisory Agreement.
Certain of these considerations are discussed in more detail below.
In making their decision relating to the approval of the Proposed Sub-Advisory Agreement, the Trustees gave attention to all information furnished. The following discussion, however, identifies the primary factors taken into account by the Trustees and the conclusions reached in approving the Proposed Sub-Advisory Agreement.
Nature, Extent, and Quality of Service.Service. The Trustees considered the continuity of investment management to be provided to the Funds and their shareholders. Following the close of the Transaction, the Focus Growth Team will continue to provide portfolio management services to the Funds as owners or employees of the Sub-adviser.Jackson Square. In reviewing the nature, extent, and quality of services, the Trustees considered that the Proposed Sub-Advisory Agreement will be virtually identical to the Current Sub-Advisory Agreement (as discussed above under “The Proposed Sub-Advisory Agreement”). They also considered that the same personnel will be providing portfolio management services to the Funds following the completion of the Transaction, and they, therefore, considered the many reports furnished to them throughout 2012 and 2013 at regular Board meetings covering matters such as the relative performance of the Funds;Funds, and the compliance of portfolio managers with the investment policies, strategies, and restrictions for the Funds. The Trustees were pleased with the emphasis placed on research and risk management in the investment process. The Trustees concluded that, because both the services provided under, and the terms of, the Proposed Sub-Advisory Agreement were generally identical to those under the Current Sub-Advisory and Interim Agreements, they remained satisfied with the nature, extent, and quality of the overall services to be provided by the Sub-adviser.Jackson Square.
In addition, the Trustees considered that in connection with the Transaction, DIAP and the Sub-adviserJackson Square would enter into a transition services agreement. Under the terms of this agreement, DMCDIAP and certain of its affiliates would provide compliance and other administrative support to the Sub-adviserJackson Square for an 18-month period following the close of the Transaction.
Investment Performance.Performance. The Trustees considered the overall investment performance of the Focus Growth Team and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. The Trustees reviewed reports prepared by Lipper Inc. (“Lipper”) for each Fund that showed suchthe Fund’s investment performance as of March 31, 2013 in comparison to a group of funds selected by Lipper as being similar to the Fund (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest performance ranked last. The highest/best
performing 25% of funds in the Performance Universe made up the first quartile; the next 25% made up the second quartile; the next 25% made up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe made up the fourth quartile. Annualized investment performance for the Funds was shown for the past 1-, 3-, 5-, and 10-year periods, as applicable, compared to that of the Performance Universe. The Trustees’ objective was that the Fund’s performance for the periods considered be at or above the median of its Performance Universe. In addition, the Boards reviewed more recent Lipper data that had been provided at the quarterly Board meetings held since March 31, 2013. With respect to each Fund’s performance as of December 31, 2013, they noted:
Delaware Focus Global Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional global multi-cap growth funds as selected by Lipper. The
The Large Cap Growth Equity Portfolio – The Performance Universe for the Portfolio consisted of the Portfolio and all retail and institutional large-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Portfolio’s total return for the one-year period was in the second quartile of its Performance Universe. The report further showed that the Portfolio’s total return for the three- and five-year periods was in the first quartile of its Performance Universe.
Delaware U.S. Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional large-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-year period was in the second quartile of its Performance Universe. The report further showed that the Fund’s total return for the three- and five-year periods was in the first quartile of its Performance Universe, and the Fund’s total return for the ten-year period was in the second quartile of its Performance Universe.
The Focus Smid-Cap Growth Equity Portfolio– The Performance Universe for the Portfolio consisted of the Portfolio and all retail and institutional mid-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Portfolio’s total return for one-, three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
Delaware Smid Cap Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mid-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-, three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
The Select 20 Portfolio – The Performance Universe for the Portfolio consisted of the Portfolio and all retail and institutional multi-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Portfolio’s total return for the one-year period was in the fourth quartile of its Performance Universe. The report further showed that the Portfolio’s total return for the three- and five-year periods was in the first quartile of its Performance Universe, and the Portfolio’s total return for the ten-year period was in the third quartile of its Performance Universe.
Delaware Select Growth Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional multi-cap growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-year period was in the fourth quartile of its Performance Universe. The report further showed that the Fund’s total return for the three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
Delaware VIP® U.S. Growth Series – The Performance Universe for the Series consisted of the Series and all large-cap growth funds underlying variable insurance products as selected by Lipper. The Lipper report comparison showed that the Series’ total return for the one-year period was in the second quartile of its Performance Universe. The report further showed that the
Delaware VIP Smid Cap Growth Series – The Performance Universe for the Series consisted of the Series and all mid-cap growth funds underlying variable insurance products as selected by Lipper. The Lipper report comparison showed that the Series’ total return for the one-, three-, five-, and ten-year periods was in the first quartile of its Performance Universe.
Delaware Foundation® Conservative Allocation Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mixed-asset target allocation conservative funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one- and three-year periods was in the second quartile of its Performance Universe. The report further showed that the Fund’s total return for the five- and ten-year periods was in the first quartile of its Performance Universe.
Delaware Foundation® Growth Allocation Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mixed-asset target allocation growth funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one- and three-year periods was in the third quartile of its Performance Universe. The report further showed that the Fund’s total return for the five- and ten-year periods was in the second quartile of its Performance Universe.
Delaware Foundation® Moderate Allocation Fund – The Performance Universe for the Fund consisted of the Fund and all retail and institutional mixed-asset target allocation moderate funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one- and three-year periods was in the third quartile of its Performance Universe. The report further showed that the Fund’s total return for the five- and ten-year periods was in the second quartile of its Performance Universe.
The Trustees noted that they were satisfied with the overall performance of the Funds. Moreover, the Trustees concluded that the Transaction was unlikely to have any effect on the Sub-adviser’sJackson Square’s management of the Funds or their investment performance.
Comparative Expenses. The Trustees also evaluated expense comparison data for each Fund. The Sub-adviserJackson Square provided the Trustees with information on pricing levels and fee structures for each Fund and comparative funds. The Trustees noted that the Sub-adviser’sJackson Square’s fee will paid by DMC, not by the Funds. They also focused on the comparative analysis of the effective management fees (including sub-advisory fees) and total expense ratios of each Fund versus the effective management fees (including sub-advisory fees) and expense ratios of a group of funds selected by Lipper as being similar to each Fund (the “Expense Group”). In reviewing comparative costs, each Fund’s contractual management fee (including sub-advisory fees) and the actual management fee incurred by a Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the applicable Fund) and actual management fees (as reported by each fund) of other funds within the Expense Group. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees’ objective was for a Fund’s total expense ratio to be competitive with that of the funds in the
Management Profitability. The Sub-adviser Jackson Square provided a pro forma profitability analysis to the Trustees, and the Trustees considered the level of profits expected to be realized by the Sub-adviser.Jackson Square. The Trustees considered the extent to which the Sub-adviserJackson Square might derive ancillary benefits from the Funds’ operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as Sub-adviser to the Funds and the benefits from allocation of the Funds’ brokerage to improve trading efficiencies. The Trustees concluded that the sub-advisory fees were reasonable in light of the services to be rendered.
Economies of Scale. The Trustees considered whether economies of scale would be realized by the Sub-adviserJackson Square and the extent to which any economies of scale would be reflected in the level of sub- advisorysub-advisory fees). The Trustees considered the fact that several of the Funds had already reached breakpoints in their management fees.
Fall-Out Benefits. The Trustees acknowledged that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of the Funds and that the Sub-adviser’s profitability would likely be somewhat lower without the benefit of practices with respect to allocating portfolio brokerage for brokerage and research services. The Board also considered that the Sub-adviserJackson Square may derive reputational, strategic and other benefits from its association with the Funds, and evaluated the extent to which the Sub-adviserJackson Square might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of its role as a service provider to the Funds and the benefits from allocation of Fund brokerage to improve trading efficiencies. However, the Trustees concluded that (i) such benefits did not impose a cost or burden on the Funds or their shareholders, and (ii) such benefits would probably have an indirectly beneficial effect on the Funds and their shareholders because of the added importance that the Sub-adviserJackson Square might attach to the Funds as a result of the fall-out benefits that the Funds conveyed.
Conclusion.Conclusion. After further discussion, each Board, including a majority of its Independent Trustees, then approved the Proposed Sub-Advisory Agreement. Each Board concluded that the sub-advisory fee rate is reasonable in relation to the services expected to be provided and that execution of the Proposed Sub-Advisory Agreement is in the best interests of the shareholders of theeach Fund. The Trustees concluded that the sub-advisory fee and total expense ratio were at acceptable levels in light of the quality of services expected to be provided to the Funds and in comparison to those of the Funds’ peer groups.
Section 15(f) of the 1940 Act
The Boards have been advised that DMBT intends to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe-harbor whereby an owner (such as DMBT) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Each Board currently meets this
test and is expected to do so after the Transaction is completed. Second, no “unfair burden” can be imposed on the investment company as a result of the transaction. An “unfair burden” includes any arrangement during the two-year period after the transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). DMBT has agreed as part of the Transaction Agreement that, following the closing of the Transaction, to the extent within its control, it will not take or fail to take (and will not cause its affiliates to take or fail to take) any action, if such action or failure to take action would have the effect, directly or indirectly, of causing the requirements of Section 15(f) of the 1940 Act not to be met with respect to the Transaction. In that regard, from and after the closing of the Transaction and to the extent within its control, DMBT has agreed to conduct its business (and to cause each of its affiliates to conduct its business) so as to assure that the two conditions are satisfied.
Required vote
To become effective, the Proposed Sub-Advisory Agreement must be approved by a 1940 Act Majority vote of each Fund’s outstanding voting securities. The Proposed Sub-Advisory Agreement was approved separately by each Trust’s Independent Trustees and Board as a whole, on behalf of each Fund, after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Boards also determined to
FOR THE REASONS DISCUSSED ABOVE, THE BOARDS OF TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.
VOTING INFORMATION
How will shareholder voting be handled?
Only shareholders of record of the Funds at the close of business on March 20, 2014 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on the matterProposal 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 the Proposal is not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy card will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposal) that may properly come before the Meeting. A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting. The Meeting may also be adjourned by the Chairperson of the Meeting.
Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Proposal. Broker non-votesBecause (i) the Proposal is expected to be classified as “non-routine” by the New York Stock Exchange (“NYSE”), and therefore may not be voted in the discretion of NYSE member brokers, and (ii) there are proxies from brokers or nominees indicating that they have not received voting instructions fromno “routine” proposals to be presented at the beneficial owner or other person entitled to vote shares on a particular matter for whichMeeting, the brokers or nomineesFunds do not have discretionary authorityexpect to vote. This generally occurs only when there is another matter at the meeting for which the brokers or nominees do have discretionary authority to vote.
How do I ensure my vote is accurately recorded?
You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage-paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted “FOR” the Proposal. Your proxies will also be voted in the discretion of the persons appointed as proxies on any other matters that may properly come before the Meeting or any adjournment or postponement of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting. If your shares are held of record by a broker/dealer and you wish to vote in person at the Meeting, you must obtain a legal proxy from the broker of record and present it at the Meeting.
May I revoke my proxy?
You may revoke your proxy at any time before it is voted by sending a written notice to a Fund expressly revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy. If you wish to vote in-person at the Meeting, you must obtain a legal proxy from your broker of record and present it at the Meeting.
What other matters will be voted upon at the Meeting?
The Boards do not intend to bring any matters before the Meeting other than as described in this Proxy Statement. Because the Meeting is a special meeting, the Boards do not anticipate that any other matters will be brought before the Meeting by others. However, if any other matters legally come before the Meeting, proxies will be voted in the discretion of the persons appointed as proxies.
Who is entitled to vote?
Only shareholders of record on the Record Date will be entitled to vote at the Meeting on the matter described in this Proxy Statement. As of the Record Date, each Fund’s common shares outstanding were as follows:
| Fund | Number of Common Shares Outstanding | |||
| Delaware U.S. Growth Fund | 118,403,732.52 | |||
| Delaware Smid Cap Growth Fund | 44,755,820.84 | |||
| Delaware Focus Global Growth Fund | 6,379,868.52 | |||
| Delaware Select Growth Fund | 21,806,338.58 | |||
| The Large-Cap Growth Equity Portfolio | 16,382,710.00 | |||
| The Focus Smid-Cap Growth Equity Portfolio | 2,423,938.47 | |||
| The Select 20 Portfolio | 10,651,071.08 | |||
| Delaware VIP®U.S. Growth Series | 37,205,350.55 | |||
| Delaware VIP Smid Cap Growth Series | 19,915,066.45 | |||
Delaware Foundation®Conservative Allocation Fund | 14,097,497.19 | |||
Delaware Foundation®Growth Allocation Fund | 8,259,400.53 | |||
Delaware Foundation®Moderate Allocation Fund | 26,758,352.74 | |||
What is the Quorum requirement?
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Fund means one-third (33 ⅓%(33⅓%) of the shares of the Fund entitled to vote at the Meeting, present in person or represented by proxy.
Who will pay the expenses of the Meeting?
All reasonable out-of-pocket costs and expenses incurred by each Fund related to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in connection with the Meeting, will be reimbursed by the Sub-adviserJackson Square and DIAP or an affiliate.
What other solicitations will be made?
This proxy solicitation is being made by the Boards for use at the Meeting. In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. Reasonable out-of-pocket expenses of broker/dealer firms, custodians, nominees,record and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the proxy solicitation will be borne by the Sub-adviserJackson Square and DIAP or an affiliate as provided above.affiliate. In addition to solicitations by mail, officers and employees of the Trusts, DMC, the Sub-adviser,Jackson Square, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews.The Trusts expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.
If the Trusts do not receive your proxy card or voting instruction by a certain time, you may receive a telephone call from one of the officers or employees of the Trusts, an employee of AST Fund Solutions, the Fund’s proxy solicitor, or one of the officers or employees of the Sub-adviser,Jackson Square, DMC, or their affiliates asking you to vote.
How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement for a future shareholder meeting?
The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders. The Funds are, however, required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies, objectives or restrictions of the Funds. Each Fund also would be required to hold a shareholders meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by
shareholders. The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of a Board, or the President of a Trust.
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to the Fund a reasonable time before the Board’s solicitation relating to that meeting is to be made. Shareholder proposals must meet certain legal requirements established by the SEC, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by the Fund within a reasonable period of time before the Board’s solicitation relating to that meeting is made. Written proposals with regard to a Fund
How may I communicate with the Boards?
Shareholders who wish to communicate to the Boards may address correspondence to Thomas L. Bennett, Coordinating Trustee for the Trusts, c/o their Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Shareholders may also send correspondence to any individual Trustee, c/o their Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).
MORE INFORMATION ABOUT THE FUNDS
Investment Advisory Services.Services. DMC, 2005 Market Street, Philadelphia, Pennsylvania 19103, a series of DMBT, manages the assets of the Funds and makes the Funds’ investment decisions, subject to the supervision of the Boards. Pursuant to its investment advisory agreement with the Trusts, DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for the Funds. DMC may terminate a sub-adviser in its sole discretion at any time to the extent permitted by applicable law. For its investment advisory services to the Funds, DMC is paid as follows:
Management Fee Schedule | |||
| (as a percentage of average daily net assets) | |||
| Portfolio Name | Annual Rate | ||
Delaware U.S. Growth Fund | 0.65% on the first $500 million | ||
| 0.60% on the next $500 million | |||
| 0.55% on the next $1.5 billion | |||
| 0.50% on assets in excess of $2.5 billion | |||
| Delaware Smid Cap Growth Fund | 0.71% | ||
| Delaware Focus Global Growth Fund | 0.85% | ||
Delaware Select Growth Fund | 0.75% on the first $500 million | ||
| 0.70% on the next $500 million | |||
| 0.65% on the next $1.5 billion | |||
| 0.60% on assets in excess of $2.5 billion | |||
| The Large-Cap Growth Equity Portfolio | 0.55% | ||
| The Focus Smid-Cap Growth Equity Portfolio | 0.75% | ||
| The Select 20 Portfolio | 0.75% | ||
Delaware VIP®U.S. Growth Series | 0.65% on the first $500 million | ||
| 0.60% on the next $500 million | |||
| 0.55% on the next $1.5 billion | |||
| 0.50% on assets in excess of $2.5 billion | |||
| Delaware VIP Smid Cap Growth Series | 0.75% | ||
Delaware Foundation®Conservative Allocation Fund | 0.65% on the first $500 million | ||
| 0.60% on the next $500 million | |||
| Delaware Foundation®Growth Allocation Fund | 0.55% on the next $1.5 billion | ||
| 0.50% on assets in excess of $2.5 billion. | |||
Delaware Foundation® | |||
Transfer Agency ServicesServices.. Delaware Service Company, Inc. (“DSC”), an affiliate of DMC, is located at 2005 Market Street, Philadelphia, Pennsylvania 19103-7094, and serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent pursuant to a Shareholder Services Agreement. DSC is paid a fee by each Fund for providing these services, consisting of an asset-based fee and certain out-of-pocket expenses.
BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”) provides sub-transfer agency services to the Fund. In connection with these services, BNYMIS 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 AccountantAccountant.. The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, New York 10286-0001, provides custody, fund accounting and financial administration services to the Funds. Those services include performing
functions related to calculating each Fund’s net asset value (“NAV”) and providing financial reporting information, regulatory compliance testing, and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.
DSC provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSC an asset-based 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.DistributionServices. Pursuant to a distribution agreement with the Trusts, Delaware Distributors, L.P. (“DDLP”), 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the distributor for the Funds. DDLP pays the expenses of the promotion and distribution of the Funds’ shares. DDLP is an indirect subsidiary of DMHI and is an affiliate of DMC. The Boards annually review fees paid to DDLP.
The Funds did not pay any brokerage commissions for transactions in/with portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC during any of the Funds’ most recently completed fiscal year.years.
Future votes. The Delaware Investments® Family of Funds, which includes all the Funds seeking approval of the Proposal, and DMC currently have the authority to rely on a manager of managers order granted by the SEC, which allows DMC to hire, terminate, and replace unaffiliated sub-advisers for the Funds with the approval of a Trust’s Board, but without having to obtain shareholder approval. The current manager of managers order does not allow DMC to hire affiliated sub-advisers for the Funds. Currently, before DMC may engage an affiliated sub-adviser for a Fund, shareholders of the Fund must approve an investment advisory agreement with such a sub-adviser. In the future, DMC and the Delaware Investments Family of Funds, including the Funds, may seek authority from the SEC to rely on a manager of managers order that would allow DMC to hire, terminate, and replace both affiliated and unaffiliated sub-advisers for a Fund with the approval of its Trust’s Board, but without having to obtain shareholder approval.
PRINCIPAL HOLDERS OF SHARES
To the best knowledge of the Trusts, as of Record Date, the officers and Trustees of each Trust, as a group, owned less than 1% of the outstanding voting shares of each Fund.
To the best knowledge of the Trusts, as of Record Date, no person, except as set forth in Appendix C, owned of record 5% or more of the outstanding shares of a Fund. Except as noted in Appendix C, the Trusts have no knowledge of beneficial ownership of 5% or more of the outstanding shares of any Fund.
APPENDICES TO
| APPENDIX A - FORM OF SUB-ADVISORY AGREEMENT | A-1 |
| APPENDIX B - MEMBERS AND OFFICERS OF | |
| JACKSON SQUARE PARTNERS, LLC | B-1 |
| APPENDIX C - 5% SHARE OWNERSHIP | C-1 |
APPENDIX A - FORM OF SUB-ADVISORY AGREEMENT.................................................................................... A-AGREEMENT
1
AGREEMENT
WITNESSETH:
WHEREAS,WHEREAS, each open-end management company listed on Exhibit A is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and each is organized as a statutory trust under the laws of the State of Delaware (each a “Trust” and collectively, the “Trusts”);
WHEREAS,WHEREAS, each fund listed on Exhibit A is a series of its respective Trust as indicated on Exhibit A (each a “Fund” and together, the “Funds”);
WHEREAS,WHEREAS, the Investment Manager and the Trusts, on behalf of their respective Funds, have entered into investment management agreements (each an “Investment Management Agreement” and collectively, the “Investment Management Agreements”) whereby the Investment Manager will provide investment advisory services to the Trusts with respect to the Funds;
WHEREAS,WHEREAS, the Investment Manager has the authority under the Investment Management Agreements to retain one or more sub-advisers to assist the Investment Manager in providing investment advisory services to the Trusts with respect to the Funds;
WHEREAS,WHEREAS, the Investment Manager and the Sub-Adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment advisory services; and
WHEREAS,WHEREAS, the Boards of Trustees (collectively, the “Board” or the “Trustees”) of the Trusts and the Investment Manager desire that the Investment Manager retain the Sub-Adviser to render investment advisory and other services with respect to that portion of the Funds as the Investment Manager shall from time to time allocate to the Sub-Adviser (the “Managed Portion”) in the manner, for the period, and on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. (a) The Sub-Adviser will supervise and direct the investments of the assets of the Managed Portion of each Fund in accordance with such Fund’s investment objectives, policies, and restrictions as provided in its Prospectus (“Prospectus”) and Statement of Additional Information (“SAI”), as currently in effect and as amended or supplemented from time to time, and such other limitations as the Funds may impose by notice in writing to the Sub-Adviser, subject always to the supervision and control of the Investment Manager and the Board.
(b) As part of the services it will provide hereunder, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Funds or the Investment Manager to:
| (i) | obtain and evaluate information relating to investment recommendations, asset allocation advice, industries, businesses, securities markets, research, economic analysis, and other investment services with respect to the securities that are included in the Managed Portion or that are under consideration for inclusion in the Managed Portion and invest the Managed Portion in accordance with the Investment Manager’s and the Board’s written direction as more fully set forth herein and as otherwise directed; |
| (ii) | regularly make decisions as to what securities to purchase and sell on behalf of each Fund with respect to the Managed Portion, effect the purchase and sale of such investments in furtherance of each Fund’s objectives and policies, and furnish the Board with such information and reports regarding the Sub-Adviser’s activities in the performance of its duties and obligations under this Agreement as the Investment Manager reasonably deems appropriate or as the Board may reasonably request, including such reports, information, and certifications as the officers of the Trusts may reasonably require in order to comply with applicable international, federal and state laws and regulations and Trust policies and procedures; | ||
| (iii) | provide any and all material composite or other performance information, records and supporting documentation about accounts or funds the Sub-Adviser manages, if appropriate, that are relevant to the Managed Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Managed Portion that may be reasonably | ||
| necessary, under applicable laws, to allow the Funds or their agent to present information concerning the Sub-Adviser’s prior performance in a Fund’s currently effective Prospectus, as the same may be hereafter modified, amended, and/or supplemented from time to time, and in any permissible reports and materials prepared by the Funds or their agent; |
| (iv) | provide information as reasonably requested by the Investment Manager or the Board to assist them or their agents in the determination of the fair value of certain portfolio securities held in the Managed Portion when market quotations are not readily available for the purpose of calculating each Fund’s net asset value in accordance with procedures and methods established by the Board; | ||
| (v) | vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations (“Corporate Actions”) with respect to the issuers of securities held in the Managed Portion, provided materials relating to such Corporate Actions have been timely received by the Sub-Adviser, and to submit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Funds in order to comply with any applicable federal or state reporting requirements; | ||
| (vi) | provide performance and other information as reasonably requested by the Investment Manager or the Board to assist them or their agent in conducting ongoing due diligence and performance monitoring; and | ||
| (vii) | maintain all accounts, books, and records with respect to the Managed Portion as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act and the rules thereunder and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books and records that it maintains for the Funds and that are required to be maintained by Rule 31a-l under the 1940 Act. The Sub-Adviser shall furnish to the Investment Manager copies of all such accounts, books, and records as the Investment Manager may reasonably request. The Sub-Adviser agrees that such accounts, books, and records are the property of the Trusts, and will be surrendered to the Trusts promptly upon request, with the understanding that the Sub-Adviser may retain its own copy of all records. | ||
(c) The Sub-Adviser shall not consult with any other sub-adviser of a Fund or of any fund that is an “affiliated person” of the Fund concerning transactions for the Fund in securities or other assets, except as such consultations may be reasonably necessary in order to ensure compliance with Rule 12d3-l under the 1940 Act.
(d) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of a Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time, that are applicable to the Managed Portion; (ii) provisions of a Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time that are applicable to the Managed Portion; (iii) a Fund’s Prospectus; (iv) the 1940 Act and the Advisers Act and the rules under each and all other international, federal and state securities laws or regulations applicable to the Trusts and the Funds; (v) the Trusts’ compliance policies and procedures and other policies and procedures adopted from time to time by the Board applicable to the Managed Portion; and (vi) the written instructions of the Investment Manager.
(e) The Investment Manager agrees to provide the Sub-Adviser with current copies of the documents mentioned in paragraph l(d)(i), (ii), (iii) and (v) above and all changes made to such documents at, or if practicable, before the time such changes become effective, and the Investment Manager acknowledges and agrees that the Sub-Adviser shall not be responsible for compliance with such documents or amendments unless and until they are received by the Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon any proper instructions reasonably believed by it to be genuine and signed or communicated by or on behalf of the Investment Manager or the Funds.
(f) In order to assist the Trusts and the Trusts’ chief compliance officer (the “Trust CCO”) and the Investment Manager and the Investment Manager’s Chief Compliance Officer (the “IM CCO”) in satisfying the requirements contained in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act, respectively, the Sub-Adviser shall provide to the Trust CCO and/or IM CCO: (i) direct access to the Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) and its officers and employees, as reasonably requested by the Trust CCO and/or IM CCO; (ii) quarterly reports confirming that the Sub-Adviser has complied with the Trusts’ Compliance Procedures in managing the Managed Portion;
The Sub-Adviser shall promptly provide the Trust CCO and IM CCO with copies and summaries of: (i) the Sub-Adviser’s policies and procedures for compliance by the Sub-Adviser with the federal securities laws and to prevent violation of the Advisers Act (together, the “Sub-Adviser Compliance Procedures”); and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully with the Trust CCO and IM CCO so as to facilitate the Trust CCO’s and IM CCO’s performance of their respective responsibilities under Rule 38a-1 and Rule 206(4)-7, including to review, evaluate and report to the Board on the operation of the Sub-Adviser Compliance Procedures, and shall promptly report to the Trust CCO and IM CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Managed Portion. The Sub-Adviser shall allow the Trust CCO and/or the IM CCO, as reasonably requested from time to time, access to examine and review the Sub-Adviser’s Compliance Procedures and the Sub-Adviser’s adherence thereto. The Sub-Adviser shall provide to the Trust CCO and IM CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Managed Portion; and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Managed Portion. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO and IM CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the federal securities laws, including the conduct and results of our annual review for adequacy and effectiveness.
(g) The Sub-Adviser shall assist the Funds in the preparation of the Trusts’ registration statements, the Prospectuses and SAIs, shareholder reports and other regulatory filings, or any amendment or supplement thereto (collectively, “Regulatory Filings”) as may relate to the Managed Portion, and shall provide the Funds with information for use in the Funds’ Regulatory Filings, including, without limitation, information related to the Sub-Adviser’s investment management personnel, portfolio manager compensation, investment management strategies and techniques, and proxy voting policies. The Sub-Adviser shall provide such certifications regarding the Funds as the Trusts’ officers may reasonably request for purposes of the preparation of any Regulatory Filings.
(h) The Sub-Adviser hereby agrees during the period hereinafter set forth to render the services and assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized herein or otherwise, have no authority to act for or represent the Trusts, the Funds or the Investment Manager in any way, or in any way be deemed an agent of the Trusts, the Funds or the Investment Manager. Notwithstanding the foregoing,
the Sub-Adviser may execute Fund documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with providing advisory services to the Funds.
(i) The Sub-Adviser may perform its services through its employees, officers or agents, and the Investment Manager shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in each Fund’s Prospectus shall perform the portfolio management duties described therein until the Sub-Adviser notifies the Investment Manager that one or more other affiliates, employees, officers or agents identified in such notice shall assume such duties as of a specific date.
(j) The Investment Manager shall provide (or use its best efforts to cause to be provided) timely information to the Sub-Adviser regarding such matters as the cash requirements and cash available for investment in the Managed Portion, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities under this Agreement.
2. (a) Under the terms of each Investment Management Agreement, a Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its existence as a statutory trust organized under the laws of the State of Delaware; the maintenance of its own books, records, and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance and repurchase of shares; preparation of share certificates, if any; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; transfer agency expenses; pricing service expenses; expenses relating to tax services; brokerage commissions; custodian fees; legal and accounting fees; taxes; interest; federal securities law filing expenses; and federal and state registration fees. The Sub-Adviser shall not be obligated to pay any expenses of the Investment Manager, the Trusts or the Funds unless expressly assumed by the Sub-Adviser pursuant to this Agreement or otherwise agreed to in writing. Any reimbursement of investment management or other fees required by an expense limitation or waiver provision, and any liability arising out of a violation by the Investment Manager of Section 36(b) of the 1940 Act, shall be the sole responsibility of the Investment Manager, provided that nothing herein shall relieve the Sub-Adviser from its own liability under Section 36(b) of the 1940 Act with respect to its duties under this Agreement.
(b) Directors, members, officers and employees of the Sub-Adviser may be directors, officers and employees of other funds that have employed the Sub-Adviser as sub-adviser or investment manager. Directors, members, officers and employees of the Sub-Adviser who are Trustees, officers and/or employees of the Trusts, shall not receive any compensation from the Trusts for acting in such dual capacity.
3. (a) The Sub-Adviser will select brokers and dealers to effect all Fund transactions with respect to the Managed Portion subject to the conditions set forth herein. The Sub-Adviser may combine orders for the Managed Portion with orders for other accounts or funds under management. Transactions involving combined orders are allocated in a manner deemed equitable to each account. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Managed Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board or the Investment Manager from time to time and provided to the Sub-Adviser, and (ii) as described in a Fund’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for a Fund, with respect to the Managed Portion, the Sub-Adviser shall use its best efforts to obtain for the Managed Portion “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement.
(b) Subject to the appropriate policies and procedures approved by the Board and provided to the Sub-Adviser in writing, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), cause the Managed Portion to pay a broker or dealer that provides brokerage or research services to any of the Investment Manager, the Sub-Adviser or the Managed Portion an amount of commission for effecting a Fund transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such
(c) Subject to applicable law and regulations, including Section 17(e) of the 1940 Act and Rule 17e-l thereunder, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Managed Portion with brokers or dealers that are affiliated with the Sub-Adviser. Any entity or person associated with the Investment Manager or the Sub-Adviser that is a member of a national securities
exchange is authorized to effect any transaction on such exchange for the account of a Fund to the extent and as permitted by Section 11(a)(1)(H) of the Exchange Act and Rule 11a2-2(T) thereunder.
4. As compensation for the services to be rendered to the Trusts for the benefit of their Funds by the Sub-Adviser under the provisions of this Agreement, the Investment Manager shall pay to the Sub-Adviser the fees at the rates provided in Exhibit B attached hereto. The compensation payable to the Sub-Adviser for its services hereunder shall be paid at the end of each calendar quarter (within 30 days of receipt by the Investment Manager of an invoice from the Sub-Adviser) based upon the average daily Fund net assets during the preceding quarter. The fee payable for the quarter shall be accrued daily based on 365/366 year. If this Agreement becomes effective or terminates before the end of any quarter, the sub-advisory fee for the period shall be prorated accordingly.
5. The services to be rendered by the Sub-Adviser to the Trusts for the benefit of the Funds under the provisions of this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be materially impaired thereby.
6. (a) Subject to the limitation set forth in Paragraph 5, the Sub-Adviser, its directors, officers, employees, agents, and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trusts or to any other investment company, corporation, association, firm or individual.
(b) Neither the Investment Manager, the Trusts nor the Funds shall use the Sub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) (or that of any affiliate of the Sub-Adviser, other than that of the Funds, the Trusts, the Investment Manager or any affiliate of the Investment Manager that is an affiliate of the Sub-Adviser solely by reason of the Sub-Adviser’s provision of services pursuant to this Agreement or solely because of the Sub-Adviser’s affiliation with the Investment Manager) or otherwise refer to the Sub-Adviser in any materials related to the Trusts or the Funds distributed to third parties, including the Funds’ shareholders, without prior review and written approval by the Sub-Adviser, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Investment Manager, the Trusts and the Funds, shall, to the extent applicable and as soon as is reasonably possible, cease to use the Sub- Adviser’sSub-Adviser’s actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) in materials related to the Funds.
(c) The Sub-Adviser shall not use the Investment Manager’s name (or that of any affiliate of the Investment Manager, other than that of the Sub-Adviser or any affiliate of the Sub-Adviser that is an affiliate of the Investment Manager solely by
reason of the Sub-Adviser’s provision of services pursuant to this Agreement or solely because of the Investment Manager’s affiliation with the Sub-Adviser) or otherwise refer to the Investment Manager in any materials related to the Trusts or the Funds distributed to third parties, including the Funds’ shareholders, without prior review and written approval by the Investment Manager, which may not be unreasonably withheld or delayed. Upon termination of this Agreement, the Sub-Adviser, shall, to the extent applicable and as soon as is reasonably possible, cease to use the actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) of the Trusts and the Funds, except for the purpose of describing prior clients or prior performance of the Sub-Adviser, as permitted by the Advisers Act or other applicable requirements.
(d) This Section 6 applies solely to materials related to the Funds and the Trusts only, and not to other products or relationships between the Sub-Adviser and the Investment Manager.
7. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of its duties as Sub-Adviser to the Trusts on behalf of the Funds, neither the Sub-Adviser nor any of its affiliates nor any of its or their controlling persons, members, officers, directors, employees or agents (collectively, “Sub-Adviser Related Persons”) shall be liable to the Trusts, the Funds, the Investment Manager or any shareholder of a Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Managed Portion or the Funds, or that the Managed Portion or the Funds will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. Subject to the first sentence of this Section 7(a), the Sub-Adviser shall not be responsible for any loss incurred by any reason of any act or omission of any bank, broker, the custodian bank or any administrator or trustee whether appointed on behalf of the Investment Manager, the Funds or the Trusts. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable law, including applicable U.S. state and federal securities laws, ERISA or any rules or regulations adopted under any of those laws.
(b) The Investment Manager shall indemnify Sub-Adviser Related Persons to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees (collectively “Losses”), incurred by the Sub-Adviser or Sub-Adviser Related Persons arising from or in connection with this Agreement or the performance by the Sub-Adviser or Sub-Adviser Related Persons of its or their duties hereunder so long as such Losses arise out of the Investment Manager’s willful misfeasance, bad faith,
gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in the Trusts’ Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or the Trusts by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statements or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (b) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Sub-Adviser or a Sub-Adviser Related Person in the performance of any of its duties under, or in connection with, this Agreement.
(c) The Sub-Adviser shall indemnify the Investment Manager and its affiliates and its or their controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by it (collectively “Investment Manager Related Persons”) to the fullest extent permitted by law against any and all Losses incurred by the Investment Manager or Investment Manager Related Persons arising from or in connection with this Agreement or the performance by the Investment Manager or Investment Manager Related Persons of its or their duties hereunder so long as such Losses arise out of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact contained in the Trusts’ Registration Statements, or any amendment thereof or any supplement thereto, or the omission to state therein a material fact that was known or that should have been known and was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Investment Manager or the Trusts by the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in the Registration Statements or any amendment thereof or supplement thereto, except to the extent any such Losses referred to in this paragraph (c) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Investment Manager or an Investment Manager Related Person in the performance of any of its duties under, or in connection with, this Agreement.
8. (a) This Agreement shall be executed and become effective as of the date written below;provided,however, that this Agreement shall not become effective with respect to a Fund unless it has first been approved with respect to such Fund in the manner required by the 1940 Act and the rules thereunder or in accordance with exemptive or other relief granted by the U.S. Securities and Exchange Commission (the
(the “SEC”) or its staff. This Agreement shall continue in effect with respect to such Fund for a period of two (2) years and may be renewed thereafter with respect to such Fund only so long as such renewal and continuance with respect to such Fund is specifically approved at least annually by the applicable Board or by the vote of a majority of the outstanding voting securities of such Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of those Trustees of the applicable Trust who are not parties hereto or “interested persons” of such Trust, its Fund(s), or any party hereto, cast in person at a meeting called for the purpose of voting on such approval.
(b) This Agreement may be amended only by written agreement of the Investment Manager and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder or any applicable exemptive order.
(c) This Agreement may be terminated with respect to a single Fund or all of the Funds (i) by the Investment Manager at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of the Investment Manager’s intention to do so and (ii) by a Trust with respect to a Fund in such Trust at any time, without the payment of a penalty, on 60 days’ written notice to the Sub- AdviserSub-Adviser of such Trust’s intention to do so pursuant to action by the applicable Board or pursuant to the vote of a majority of the outstanding voting securities of the applicable Fund. The Sub-Adviser may terminate this Agreement with respect to a single Fund or all of the Funds at any time, without the payment of a penalty, on 60 days’ written notice to the Investment Manager and a Trust or Trusts, as the case may be, of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for (i) any obligation arising out of or relating to a breach of this Agreement committed prior to such termination, (ii) the obligation of the Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4 hereof prorated to the date of termination, and (iii) any indemnification obligation provided in Paragraph 7 hereof. This Agreement shall
9. Any information and advice furnished by either party to this Agreement to the other party shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it:
| (i) | is already known to the receiving party at the time it is obtained (other than through previous disclosure by the protected party or by a party known by the receiving party to be bound by a confidentiality obligation to the protected party); |
| (ii) | is or becomes publicly known or available through no wrongful act of the receiving party; |
| (iii) | is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; |
| (iv) | is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party provides the protected party written notice of such requirement, to the extent such notice is permitted); | ||
| (v) | is relevant to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party provides the protected party with sixty (60) days’ written notice of any disclosure if practicable or such lesser amount as may be necessary and provided such notice does not prejudice the receiving party); or | ||
| (vi) | has been or is independently developed or obtained by the receiving party. | ||
The Sub-Adviser shall not disclose any “nonpublic personal information” (as such term is defined in Regulation S-P, including any amendments thereto) pertaining to the customers (as such term is defined in Regulation S-P, including any amendments thereto) of the Trusts to any third party or use such information other than for the purpose of providing the services contemplated by this Agreement.
10. The Sub-Adviser represents, warrants and agrees that:
(a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Investment Manager of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify a Fund and the Investment Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations that do not specifically relate to the Managed Portion or the Fund shall not be required to be reported by this provision.
(b) The Sub-Adviser has adopted policies and procedures and a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and 204A-1 under the Advisers Act and will provide the Investment Manager and the Board with a copy of such policies and procedures and code of ethics, together with evidence of its adoption. In accordance with the requirements of Rule 17j-l, the Sub-Adviser shall certify to the Investment Manager that the Sub-Adviser has complied in all material respects with the requirements of Rule 17j-l during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Manager, the Sub-Adviser shall provide to the Investment Manager, its employees or its agents all information required by Rule 17j-l(c)(l) relating to the approval by the Board of the Sub-Adviser’s code of ethics relating to the services the Sub-Adviser performs under this Agreement.
(c) The Sub-Adviser has provided the Trusts and the Investment Manager with a copy of its Form ADV at least forty-eight (48) hours prior to execution of this Agreement, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trusts and the Investment Manager at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.
(d) The Sub-Adviser will notify the Trusts and the Investment Manager of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Investment Manager, or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are the portfolio manager(s) of the Managed Portion prior to or promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of the Funds, if any, arising out of an assignment of this Agreement or change in control of the Sub-Adviser so long as the assignment is not by or with respect to the Investment Manager. In addition, if the Sub-Adviser shall resign on or after September 1, 2016, the Sub-Adviser agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of a proxy statement and soliciting materials or an information statement, as applicable.
(e) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage as shall be reasonably necessary in light of its obligations under this Agreement.
11. The Investment Manager will notify the Sub-Adviser of any event that would be deemed an assignment of this Agreement, with the exception of any assignment by or with respect to the Sub-Adviser, or change of control of the Investment Manager, as applicable.
12. The Sub-Adviser has implemented policies and procedures designed to prevent the disclosure by the Sub-Adviser, its employees or agents of the Funds’ portfolio holdings to any person or entity other than the Investment Manager, the Trusts’ custodian, or other persons expressly designated by the Investment Manager.
13. This Agreement shall extend to and bind the successors of the parties hereto. Nothing in this Agreement, express or implied, is intended to or shall (a) confer on any person other than the parties hereto and their respective successors or permitted assigns any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement, or (b) constitute the parties hereto as partners or as participants in a joint venture.
14. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15. All written notices, requests or other communications to any party hereunder shall be given to the following addresses and telecopy numbers, or such other address and telecopy number communicated to the other parties from time to time:
| If to the Sub-Adviser: | Van Tran | |||
| 101 California Street | ||||
| Suite 3750 | ||||
| San Francisco, CA 94111 | ||||
| If to the Investment Manager or | Patrick P. Coyne | |||
| the Funds: | 2005 Market Street | |||
| Philadelphia, PA 19103 | ||||
16. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person,” and “assignment” shall have the meanings given them in the 1940 Act, subject, however to such exemptions as may be granted by the SEC and its staff under the 1940 Act.
IN WITNESS WHEREOF,, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of April [__], 2014.
| JACKSON SQUARE PARTNERS, LLC | DELAWARE MANAGEMENT | ||||
| COMPANY, a series of Delaware | |||||
| Management Business Trust | |||||
| By | |||||
| Name: David P. O’Connor | |||||
| Title: Executive Vice President | |||||
Agreed to and accepted as of the day and year first above written: | |||||
Delaware | |||||
| By | |||||
| Name: Patrick P. Coyne | |||||
| Title: President | |||||
A-15
EXHIBIT A
LIST OF REGISTRANTS AND THEIR RESPECTIVE SERIES
Delaware Group® Adviser Funds
Delaware U.S. Growth Fund
Delaware Group Equity Funds IV
Delaware Smid Cap Growth Fund
Delaware Group Global and International Funds
Delaware Focus Global Growth Fund
Voyageur Mutual Funds III
Delaware Select Growth Fund
Delaware Pooled Trust®
The Large-Cap Growth Equity Portfolio
The Focus Smid-Cap Growth Equity Portfolio
The Select 20 Portfolio
Delaware VIP® Trust
Delaware VIP U.S. Growth Series
Delaware VIP Smid Cap Growth Series
Delaware Group Foundation Funds®
Delaware Foundation® Growth Allocation Fund
Delaware Foundation Moderate Allocation Fund
Delaware Foundation Conservative Allocation Fund
Ex. A-1
EXHIBIT B
FEE SCHEDULE
| Investment Management Fee | ||
| 0.325% on first $500 million | ||
| Delaware U.S. Growth Fund | 0.30% on next $500 million | |
| 0.275% on next $1.5 billion | ||
| 0.25% on assets in excess of $2.5 billion | ||
| 0.375% on first $500 million | ||
| Delaware Smid Cap Growth Fund | 0.35% on next $500 million | |
| 0.325% on next $1.5 billion | ||
| 0.30% on assets in excess of $2.5 billion | ||
| 0.325% on first $500 million | ||
| Delaware Foundation®Conservative | 0.30% on next $500 million | |
| Allocation Fund | 0.275% on next $1.5 billion | |
| 0.25% on assets in excess of $2.5 billion | ||
| 0.325% on first $500 million | ||
| Delaware Foundation®Growth Allocation | 0.30% on next $500 million | |
| Fund | 0.275% on next $1.5 billion | |
| 0.25% on assets in excess of $2.5 billion | ||
| 0.325% on first $500 million | ||
| Delaware Foundation®Moderate Allocation | 0.30% on next $500 million | |
| Fund | 0.275% on next $1.5 billion | |
| 0.25% on assets in excess of $2.5 billion | ||
| 0.425% on first $500 million | ||
| Delaware Focus Global Growth Fund | 0.40% on next $500 million | |
| 0.375% on next $1.5 billion | ||
| 0.35% on assets in excess of $2.5 billion | ||
| The Focus Smid-Cap Growth | ||||||
| Equity Portfolio | 0.375% | |||||
| The Large-Cap Growth Equity Portfolio | 0.275% | |||||
| The Select 20 Portfolio | 0.375% | |||||
| 0.375% on first $500 million | ||||||
| Delaware VIP®Smid Cap | 0.35% on next $500 million | |||||
| Growth Series | 0.325% on next $1.5 billion | |||||
| 0.30% on assets in excess of $2.5 billion | ||||||
| 0.325% on first $500 million | ||||||
| Delaware VIP®U.S. Growth Series | 0.30% on next $500 million | |||||
| 0.275% on next $1.5 billion | ||||||
| 0.25% on assets in excess of $2.5 billion | ||||||
| 0.375% on first $500 million | ||||||
| Delaware Select Growth Fund | 0.35% on next $500 million | |||||
| 0.325% on next $1.5 billion | ||||||
| 0.30% on assets in excess of $2.5 billion | ||||||
Ex. B-1
EXHIBIT A
APPENDIX B - MEMBERS AND OFFICERS OF
JACKSON SQUARE PARTNERS, LLC
The following persons hold the following positions with the Sub-adviser. The principal business address of the Sub-adviser is 101 California Street, San Francisco, CA 94111.
| Positions and Offices | ||
| Jeffrey Van Harte | Chairman and Chief Investment Officer | |
| Kevin Brown | Managing Partner, Investment Specialist | |
| Van Tran | Chief Financial Officer | |
| Debbie Sabo | Head of Trading | |
| Christopher Bonavico | Portfolio Manager, Analyst | |
| Kenneth F. Broad | Portfolio Manager, Analyst | |
| Christopher M. Ericksen | Portfolio Manager, Analyst | |
| Ian D. Ferry | Portfolio Manager, Analyst | |
| Patrick G. Fortier | Portfolio Manager, Analyst | |
| Gregory Heywood | Portfolio Manager, Analyst | |
| Daniel J. Prislin | Portfolio Manager, Analyst |
APPENDIX C - 5% SHARE OWNERSHIP
The following table shows, as of March 20, 2014, the shareholders that own of record 5% or more of a Fund.
| and Class | Name and Address | Percentage | ||||
| MORGAN STANLEY SMITH BARNEY | ||||||
| 12.40 | ||||||
| HARBORSIDE FINANCIAL CENTER PLAZA 2 | ||||||
| 3RD FL | ||||||
| JERSEY CITY NJ 07311 | ||||||
| DELAWARE SMID CAP | MLPF&S FOR THE SOLE BENEFIT OF ITS | 6.75 | ||||
| GROWTH FUND CLASS A | CUSTOMERS ATTENTION: FUND ADMIN SEC | |||||
| #974N8 4800 DEER LAKE DRIVE EAST, | ||||||
| 2ND FL | ||||||
| JACKSONVILLE FL 32246-6484 | ||||||
| DELAWARE SMID CAP | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 5.95 | ||||
| GROWTH FUND CLASS A | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | |||||
| 2801 MARKET ST | ||||||
| SAINT LOUIS MO 63103-2523 | ||||||
| DELAWARE SMID CAP | NATIONAL FINANCIAL SERVICES LLC (FBO) | 5.41 | ||||
| GROWTH FUND CLASS A | OUR CUSTOMERS ATTN MUTUAL FUNDS | |||||
| DEPARTMENT | ||||||
| 4TH FLOOR | ||||||
| 499 WASHINGTON BLVD | ||||||
| JERSEY CITY NJ 07310 | ||||||
| DELAWARE SMID CAP | CHARLES SCHWAB & CO INC SPEC CUSTODY | 23.12 | ||||
| GROWTH FUND CLASS I | ACCT FOR THE EXCL BNFT OF CUSTS ATTN | |||||
| MUT FDS | ||||||
| 211 MAIN ST | ||||||
| SAN FRANCISCO CA 94105-1905 | ||||||
| DELAWARE SMID CAP | NATIONAL FINANCIAL SERVICES LLC (FBO) | 18.19 | ||||
| GROWTH FUND CLASS I | OUR CUSTOMERS ATTN MUTUAL FUNDS | |||||
| DEPARTMENT | ||||||
| 4TH FLOOR | ||||||
| 499 WASHINGTON BLVD | ||||||
| JERSEY CITY NJ 07310 | ||||||
| DELAWARE SMID CAP | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 11.88 | ||||
| GROWTH FUND CLASS I | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | |||||
| 2801 MARKET ST | ||||||
| SAINT LOUIS MO 63103-2523 | ||||||
| DELAWARE SMID CAP | MLPF&S FOR THE SOLE BENEFIT OF ITS | 6.30 | ||||
| GROWTH FUND CLASS I | CUSTOMERS ATTENTION: FUND ADMIN SEC | |||||
| #974N8 4800 DEER LAKE DRIVE EAST, | ||||||
| 2ND FL | ||||||
| JACKSONVILLE FL 32246-6484 | ||||||
| Fund Name | Shareholder | |||||
| and Class | Name and Address | Percentage | ||||
| DELAWARE SMID CAP | NATIONAL FINANCIAL SERVICES LLC (FBO) | 5.52 | ||||
| OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||||
| DEPARTMENT | ||||||
| 4TH FLOOR | ||||||
| 499 WASHINGTON BLVD | ||||||
| JERSEY CITY NJ 07310 | ||||||
| DELAWARE SMID CAP | MLPF&S FOR THE SOLE BENEFIT OF ITS | 22.43 | ||||
| GROWTH FUND CLASS C | CUSTOMERS ATTENTION: FUND ADMIN SEC | |||||
| #974N8 4800 DEER LAKE DRIVE EAST, | ||||||
| 2ND FL | ||||||
| JACKSONVILLE FL 32246-6484 | ||||||
| DELAWARE SMID CAP | MORGAN STANLEY SMITH BARNEY | 14.74 | ||||
| GROWTH FUND CLASS C | HARBORSIDE FINANCIAL CENTER PLAZA 2 | |||||
| 3RD FL | ||||||
| JERSEY CITY NJ 07311 | ||||||
| DELAWARE SMID CAP | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 12.95 | ||||
| GROWTH FUND CLASS C | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | |||||
| 2801 MARKET ST | ||||||
| SAINT LOUIS MO 63103-2523 | ||||||
| DELAWARE SMID CAP | NATIONAL FINANCIAL SERVICES LLC (FBO) | 5.24 | ||||
| GROWTH FUND CLASS C | OUR CUSTOMERS ATTN MUTUAL FUNDS | |||||
| DEPARTMENT | ||||||
| 4TH FLOOR | ||||||
| 499 WASHINGTON BLVD | ||||||
| JERSEY CITY NJ 07310 | ||||||
| DELAWARE U.S. | MORGAN STANLEY SMITH BARNEY | 35.88 | ||||
| GROWTH FUND CLASS A | HARBORSIDE FINANCIAL CENTER PLAZA 2 | |||||
| 3RD FL | ||||||
| JERSEY CITY NJ 07311 | ||||||
| DELAWARE U.S. | CHARLES SCHWAB & CO INC SPEC CUSTODY | 7.64 | ||||
| GROWTH FUND CLASS A | ACCT FOR THE EXCL BNFT OF CUSTS | |||||
| ATTN MUT FDS | ||||||
| 211 MAIN ST | ||||||
| SAN FRANCISCO CA 94105-1905 | ||||||
| DELAWARE U.S. | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT | 6.36 | ||||
| GROWTH FUND CLASS A | M/F ATTN DEPARTMENT MANAGER | |||||
| 499 WASHINGTON BLVD | ||||||
| FL 9 JERSEY CITY NJ 07310-2055 | ||||||
| DELAWARE U.S. | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 5.02 | ||||
| GROWTH FUND CLASS A | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | |||||
| 2801 MARKET ST | ||||||
| SAINT LOUIS MO 63103-2523 | ||||||
| DELAWARE U.S. | MORGAN STANLEY SMITH BARNEY | 9.71 | ||||
| GROWTH FUND CLASS B | HARBORSIDE FINANCIAL CENTER PLAZA 2 | |||||
| 3RD FL | ||||||
| JERSEY CITY NJ 07311 | ||||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE U.S. | MLPF&S FOR THE SOLE BENEFIT OF ITS | 7.60 | |||
| #974N8 4800 DEER LAKE DRIVE EAST, | ||||||
| 2ND FL | ||||||
| JACKSONVILLE FL 32246-6484 | ||||||
| DELAWARE U.S. | MG TRUST COMPANY CUST. | 7.31 | ||||
| GROWTH FUND CLASS B | FBO EVAN A ROGERS | |||||
| 717 17TH STREET SUITE 1300 | ||||||
| DENVER CO 80202 | ||||||
| DELAWARE U.S. | CHARLES SCHWAB & CO INC SPECIAL | 6.31 | ||||
| GROWTH FUND CLASS B | CUSTODY ACCT FBO CUSTOMERS | |||||
| ATTN MUTUAL FUNDS | ||||||
| 211 MAIN ST | ||||||
| SAN FRANCISCO CA 94105-1905 | ||||||
| DELAWARE U.S. | MLPF&S FOR THE SOLE BENEFIT OF ITS | 26.16 | ||||
| GROWTH FUND CLASS C | CUSTOMERS ATTENTION: FUND ADMIN SEC | |||||
| #974N8 4800 DEER LAKE DRIVE EAST, | ||||||
| 2ND FL | ||||||
| JACKSONVILLE FL 32246-6484 | ||||||
| DELAWARE U.S. | RAYMOND JAMES OMNIBUS FOR MUTUAL | 15.46 | ||||
| GROWTH FUND CLASS C | FUNDS HOUSE ACCT FIRM 92500015 | |||||
| ATTN COURTNEY WALLER | ||||||
| 880 CARILLON PARKWAY | ||||||
| ST PETERSBURG FL 33713 | ||||||
| DELAWARE U.S. | MORGAN STANLEY SMITH BARNEY | 15.33 | ||||
| GROWTH FUND CLASS C | HARBORSIDE FINANCIAL CENTER PLAZA 2 | |||||
| 3RD FL | ||||||
| JERSEY CITY NJ 07311 | ||||||
| DELAWARE U.S. | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 13.74 | ||||
| GROWTH FUND CLASS C | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | |||||
| 2801 MARKET ST | ||||||
| SAINT LOUIS MO 63103-2523 | ||||||
| DELAWARE U.S. | PERSHING LLC | 5.50 | ||||
| GROWTH FUND CLASS C | 1 PERSHING PLAZA | |||||
| JERSEY CITY NJ 07399-0002 | ||||||
| DELAWARE U.S. | WELLS FARGO BANK FBO | 21.60 | ||||
| GROWTH FUND CLASS I | WELLS FARGO BANK PLAN 1055014481 | |||||
| 1525 WEST WT HARRIS BLVD | ||||||
| CHARLOTTE, NC 28288-1151 | ||||||
| DELAWARE U.S. | EDWARD D JONES AND CO | 15.88 | ||||
| GROWTH FUND CLASS I | FOR THE BENEFIT OF CUSTOMERS | |||||
| 12555 MANCHESTER ROAD | ||||||
| ST LOUIS MO 63131-3710 | ||||||
| Fund Name | Shareholder | ||||
| Name and Address | Percentage | ||||
| DELAWARE U.S. | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 15.55 | |||
| GROWTH FUND CLASS I | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| 2801 MARKET ST | |||||
| SAINT LOUIS MO 63103-2523 | |||||
| DELAWARE U.S. | WELLS FARGO BANK NA FBO OMNIBUS | 13.12 | |||
| GROWTH FUND CLASS I | ACCOUNT REINV/REINV XXXXX | ||||
| PO BOX 1533 | |||||
| MINNEAPOLIS MN 55480-1533 | |||||
| DELAWARE U.S. | NATIONAL FINANCIAL SERVICES LLC (FBO) | 8.10 | |||
| GROWTH FUND CLASS I | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| DEPARTMENT | |||||
| 4TH FLOOR | |||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE POOLED | THE OREGON COMMUNITY FOUNDATION | 30.81 | |||
| TRUST - THE SELECT 20 | 1221 SW YAMHILL ST STE 100 | ||||
| PORTFOLIO | PORTLAND OR 97205-2108 | ||||
| DELAWARE POOLED | MARKET STREET ACTIVELY MANAGED FUND | 18.92 | |||
| TRUST - THE SELECT 20 | U/A DTD 03/08/1993 | ||||
| PORTFOLIO | 80 E MARKET ST STE 300 | ||||
| CORNING NY | |||||
| 14830-2722 | |||||
| DELAWARE POOLED | WELLS FARGO BANK NA FBO STUART H&M | 8.73 | |||
| TRUST - THE SELECT 20 | FOUNDATION-CUSTODY 73466400 | ||||
| PORTFOLIO | 733 MARQUETTE AVE | ||||
| 4TH FLOOR | |||||
| MINNEAPOLIS MN 55480 | |||||
| DELAWARE POOLED | FIRST WESTERN FBO L LEE STRYKER | 7.18 | |||
| TRUST - THE SELECT 20 | IRREVOCABLE TRUST U/A DTD 09/10/74 FBO | ||||
| PORTFOLIO | PATRICIA A STRYKER FWTB TTEE C/O M&I | ||||
| TRUST CO NA - ATTN MF | |||||
| 11270 W PARK PL STE 400 | |||||
| MILWAUKEE WI 53224-3625 | |||||
| DELAWARE POOLED | THE NORTHERN TRUST CO AS TRUSTEE FBO | 13.02 | |||
| TRUST - LARGE-CAP | GANNETT-DV | ||||
| GROWTH EQUITY | 801 S CANAL ST | ||||
| PORTFOLIO | CHICAGO IL 60607-2994 | ||||
| DELAWARE POOLED | PINNACLE HEALTH SYSTEM | 10.85 | |||
| TRUST - LARGE-CAP | 409 S 2ND ST STE 2B | ||||
| GROWTH EQUITY | HARRISBURG PA 17104-1612 | ||||
| PORTFOLIO | |||||
| DELAWARE POOLED | LISA AND DOUGLAS GOLDMAN FUND C/O | 10.79 | |||
| TRUST - LARGE-CAP | MONTE VISTA MANAGEMENT CO | ||||
| GROWTH EQUITY | 455 MARKET ST STE 1690 | ||||
| PORTFOLIO | SAN FRANCISCO CA 94105-2444 | ||||
| Fund Name | Shareholder | |||||
| and Class | Name and Address | Percentage | ||||
| DELAWARE POOLED | THE BATCHELOR FOUNDATION INC | 9.39 | ||||
| TRUST - LARGE-CAP | 1680 MICHIGAN AVE PH-1 | |||||
| GROWTH EQUITY | MIAMI BEACH FL 33139-2514 | |||||
| PORTFOLIO | ||||||
| DELAWARE POOLED | NORTHERN TRUST CO FBO SHELBY OPEB | 9.35 | ||||
| TRUST - LARGE-CAP | 50 S LASALLE ST | |||||
| GROWTH EQUITY | CHICAGO IL 60603-1003 | |||||
| PORTFOLIO | ||||||
| DELAWARE POOLED | JOHN AND MARCIA GOLDMAN FOUNDATION | 7.56 | ||||
| TRUST - LARGE-CAP | C/O MONTE VISTA MANAGEMENT CO | |||||
| GROWTH EQUITY | 455 MARKET ST STE 1690 | |||||
| PORTFOLIO | SAN FRANCISCO CA 94105-2444 | |||||
| DELAWARE POOLED | THE NEWSPAPER GUILD INTERNATIONAL | 6.41 | ||||
| TRUST - LARGE-CAP | PENSION FUND | |||||
| GROWTH EQUITY | 501 3RD STREET NW | |||||
| PORTFOLIO | 6TH FL | |||||
| WASHINGTON DC 20001-0000 | ||||||
| DELAWARE POOLED | SEI PRIVATE TRUST COMPANY C/O SUNTRUST | 5.26 | ||||
| TRUST - LARGE-CAP | BANK ID866 FBO DIOCESE OF ORLANDO AC | |||||
| GROWTH EQUITY | #6828117 ATTN MUTUAL FUND ADMIN | |||||
| PORTFOLIO | 1 FREEDOM VALLEY DR | |||||
| OAKS PA 19456-9989 | ||||||
| DELAWARE POOLED | US BANK NA FBO SPOKANE EMPLOYEES | 5.24 | ||||
| TRUST - LARGE-CAP | RETIREMENT SYSTEM - DELAWARE | |||||
| GROWTH EQUITY | PO BOX 1787 | |||||
| PORTFOLIO | MILWAUKEE WI 53201-1787 | |||||
| DELAWARE POOLED | SAHARA INVESTMENTS LLC | 19.37 | ||||
| TRST FOCUS SMID-CAP | 1 N FRANKLIN ST STE 2360 | |||||
| GROWTH EQUITY | CHICAGO IL 60606-3545 | |||||
| PORTFOLIO | ||||||
| DELAWARE POOLED | NORTHERN TRUST CUSTODIAN FBO CM | 18.52 | ||||
| TRST FOCUS SMID-CAP | INVESTMENTS LLC AC 26-72474 | |||||
| GROWTH EQUITY | PO BOX 92956 | |||||
| PORTFOLIO | CHICAGO IL 60675-2956 | |||||
| DELAWARE POOLED | NORTHERN TRUST CO CUST CONGREGATION | 9.97 | ||||
| TRST FOCUS SMID-CAP | OF THE MISSION INTERNATIONAL | |||||
| GROWTH EQUITY | FUND AC 26-79629 | |||||
| PORTFOLIO | PO BOX 92956 | |||||
| CHICAGO IL 60675-2956 | ||||||
| DELAWARE POOLED | BLYTHEDALE CHILDREN’S HOSPITAL | 7.40 | ||||
| TRST FOCUS SMID-CAP | 95 BRADHURST AVE | |||||
| GROWTH EQUITY | VALHALLA NY 10595-1697 | |||||
| PORTFOLIO | ||||||
| Fund Name | Shareholder | |||||
| Name and Address | Percentage | |||||
| DELAWARE POOLED | FRIENDS ACADEMY | 6.97 | ||||
| TRST FOCUS SMID-CAP | 270 DUCK POND RD | |||||
| GROWTH EQUITY | LOCUST VALLEY NY 11560-2428 | |||||
| PORTFOLIO | ||||||
| DELAWARE SELECT | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT | 9.05 | ||||
| GROWTH FUND CLASS A | M/F ATTN DEPARTMENT MANAGER | |||||
| 499 WASHINGTON BLVD | ||||||
| FL 9 | ||||||
| JERSEY CITY NJ 07310-2055 | ||||||
| DELAWARE SELECT | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 8.01 | ||||
| GROWTH FUND CLASS A | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | |||||
| 2801 MARKET ST | ||||||
| SAINT LOUIS MO 63103-2523 | ||||||
| DELAWARE SELECT | NATIONAL FINANCIAL SERVICES LLC (FBO) | 7.20 | ||||
| GROWTH FUND CLASS A | OUR CUSTOMERS ATTN MUTUAL FUNDS | |||||
| DEPARTMENT | ||||||
| 4TH FLOOR | ||||||
| 499 WASHINGTON BLVD | ||||||
| JERSEY CITY NJ 07310 | ||||||
| DELAWARE SELECT | MLPF&S FOR THE SOLE BENEFIT OF ITS | 6.98 | ||||
| GROWTH FUND CLASS A | CUSTOMERS ATTENTION: FUND ADMIN | |||||
| SEC #974N8 | ||||||
| 4800 DEER LAKE DRIVE EAST, | ||||||
| 2ND FL | ||||||
| JACKSONVILLE FL 32246-6484 | ||||||
| DELAWARE SELECT | MORGAN STANLEY SMITH BARNEY | 6.81 | ||||
| GROWTH FUND CLASS A | HARBORSIDE FINANCIAL CENTER PLAZA 2 | |||||
| 3RD FL | ||||||
| JERSEY CITY NJ 07311 | ||||||
| DELAWARE SELECT | PERSHING LLC | 6.53 | ||||
| GROWTH FUND CLASS A | 1 PERSHING PLAZA | |||||
| JERSEY CITY NJ 07399-0002 | ||||||
| DELAWARE SELECT | CHARLES SCHWAB & CO INC SPECIAL | 16.31 | ||||
| GROWTH FUND CLASS B | CUSTODY ACCT FBO CUSTOMERS | |||||
| ATTN MUTUAL FUNDS | ||||||
| 211 MAIN ST | ||||||
| SAN FRANCISCO CA 94105-1905 | ||||||
| DELAWARE SELECT | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 11.33 | ||||
| GROWTH FUND CLASS B | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | |||||
| 2801 MARKET ST | ||||||
| SAINT LOUIS MO 63103-2523 | ||||||
| DELAWARE SELECT | PERSHING LLC | 10.08 | ||||
| GROWTH FUND CLASS B | 1 PERSHING PLAZA | |||||
| JERSEY CITY NJ 07399-0002 | ||||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE SELECT | NATIONAL FINANCIAL SERVICES LLC (FBO) | 5.61 | |||
| GROWTH FUND CLASS B | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| DEPARTMENT | |||||
| 4TH FLOOR | |||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE SELECT | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT | 5.57 | |||
| GROWTH FUND CLASS B | M/F ATTN DEPARTMENT MANAGER | ||||
| 499 WASHINGTON BLVD | |||||
| FL 9 | |||||
| JERSEY CITY NJ 07310-2055 | |||||
| DELAWARE SELECT | MLPF&S FOR THE SOLE BENEFIT OF ITS | 20.17 | |||
| GROWTH FUND CLASS C | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| SEC #974N8 | |||||
| 4800 DEER LAKE DRIVE EAST, | |||||
| 2ND FL JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE SELECT | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 14.58 | |||
| GROWTH FUND CLASS C | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| 2801 MARKET ST | |||||
| SAINT LOUIS MO 63103-2523 | |||||
| DELAWARE SELECT | MORGAN STANLEY SMITH BARNEY | 13.54 | |||
| GROWTH FUND CLASS C | HARBORSIDE FINANCIAL CENTER PLAZA 2 | ||||
| 3RD FL | |||||
| JERSEY CITY NJ 07311 | |||||
| DELAWARE SELECT | NATIONAL FINANCIAL SERVICES LLC (FBO) | 8.16 | |||
| GROWTH FUND CLASS C | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| DEPARTMENT | |||||
| 4TH FLOOR | |||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE SELECT | RAYMOND JAMES OMNIBUS FOR MUTUAL | 6.49 | |||
| GROWTH FUND CLASS C | FUNDS HOUSE ACCT FIRM 92500015 | ||||
| ATTN COURTNEY WALLER | |||||
| 880 CARILLON PARKWAY | |||||
| ST PETERSBURG FL 33713 | |||||
| DELAWARE SELECT | PERSHING LLC | 5.55 | |||
| GROWTH FUND CLASS C | 1 PERSHING PLAZA | ||||
| JERSEY CITY NJ 07399-0002 | |||||
| DELAWARE SELECT | EDWARD D JONES AND CO FOR THE BENEFIT OF | 34.76 | |||
| GROWTH FUND CLASS I | CUSTOMERS | ||||
| 12555 MANCHESTER ROAD | |||||
| ST LOUIS MO 63131-3710 | |||||
| DELAWARE SELECT | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 34.31 | |||
| GROWTH FUND CLASS I | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| 2801 MARKET ST | |||||
| SAINT LOUIS MO 63103-2523 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE SELECT | MLPF&S FOR THE SOLE BENEFIT OF ITS | 6.37 | |||
| GROWTH FUND CLASS I | CUSTOMERS ATTENTION: | ||||
| FUND ADMIN SEC #974N8 | |||||
| 4800 DEER LAKE DRIVE EAST, | |||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE SELECT | ATTN MUTUAL FUNDS ADMINISTRATOR C/O | 5.80 | |||
| GROWTH FUND CLASS I | ID 839 EDWARD JONES TRUST | ||||
| CO SEI PRIVATE TRUST CO | |||||
| 1 FREEDOM VALLEY DR | |||||
| OAKS PA 19456-9989 | |||||
| DELAWARE | MLPF&S FOR THE SOLE BENEFIT OF ITS | 9.71 | |||
| FOUNDATION | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| CONSERVATIVE | SEC #974N8 | ||||
| ALLOCATION CL A | 4800 DEER LAKE DRIVE EAST, | ||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE | LINCOLN FINANCIAL GROUP TRUST CO FBO | 7.23 | |||
| FOUNDATION | ROLLOVER IRA PLANS | ||||
| CONSERVATIVE | 1 GRANITE PL | ||||
| ALLOCATION CL A | CONCORD NH 03301-3258 | ||||
| DELAWARE | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 7.17 | |||
| FOUNDATION | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| CONSERVATIVE | 2801 MARKET ST | ||||
| ALLOCATION CL A | SAINT LOUIS MO 63103-2523 | ||||
| DELAWARE | PERSHING LLC | 6.78 | |||
| FOUNDATION | 1 PERSHING PLAZA | ||||
| CONSERVATIVE | JERSEY CITY NJ 07399-0002 | ||||
| ALLOCATION CL A | |||||
| DELAWARE | NATIONAL FINANCIAL SERVICES LLC (FBO) | 28.60 | |||
| FOUNDATION | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| CONSERVATIVE | DEPARTMENT | ||||
| ALLOCATION CL B | 4TH FLOOR | ||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 10.84 | |||
| FOUNDATION | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| CONSERVATIVE | 2801 MARKET ST | ||||
| ALLOCATION CL B | SAINT LOUIS MO 63103-2523 | ||||
| DELAWARE | CHARLES SCHWAB & CO INC SPECIAL | 10.48 | |||
| FOUNDATION | CUSTODY ACCT FBO CUSTOMERS | ||||
| CONSERVATIVE | ATTN MUTUAL FUNDS | ||||
| ALLOCATION CL B | 211 MAIN ST | ||||
| SAN FRANCISCO CA 94105-1905 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE | BNYM I S TRUST CO CUST ROLLOVER IRA | 10.15 | |||
| FOUNDATION | KAREN A VOSS | ||||
| CONSERVATIVE | PO BOX 5612 | ||||
| ALLOCATION CL B | WILMINGTON DE 19808-0612 | ||||
| DELAWARE | BNYM I S TRUST CO CUST SIMPLE IRA BASSETT | 7.14 | |||
| FOUNDATION | MASONRY INC WAYNE C DURBIN JR | ||||
| CONSERVATIVE | 130 GOODWAY RD | ||||
| ALLOCATION CL B | ELMORA PA 15737 | ||||
| DELAWARE | BNYM I S TRUST CO CUST SIMPLE IRA | 6.99 | |||
| FOUNDATION | ANESTHESIA BILLING INC FBO DONNA V | ||||
| CONSERVATIVE | NIGHTINGALE | ||||
| ALLOCATION CL B | 424 NORTH ST | ||||
| HALSTEAD KS 67056-1624 | |||||
| DELAWARE | MLPF&S FOR THE SOLE BENEFIT OF ITS | 17.51 | |||
| FOUNDATION | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| CONSERVATIVE | SEC #974N8 | ||||
| ALLOCATION CL C | 4800 DEER LAKE DRIVE EAST, | ||||
| 2ND FL JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 15.93 | |||
| FOUNDATION | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| CONSERVATIVE | 2801 MARKET ST | ||||
| ALLOCATION CL C | SAINT LOUIS MO 63103-2523 | ||||
| DELAWARE | NATIONAL FINANCIAL SERVICES LLC (FBO) | 9.45 | |||
| FOUNDATION | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| CONSERVATIVE | DEPARTMENT | ||||
| ALLOCATION CL C | 4TH FLOOR | ||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE | LPL FINANCIAL --OMNIBUS CUSTOMER | 8.88 | |||
| FOUNDATION | ACCOUNT-- ATTN: LINDSAY O’TOOLE | ||||
| CONSERVATIVE | 9785 TOWNE CENTRE DR | ||||
| ALLOCATION CL C | SAN DIEGO CA 92121 | ||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 8.86 | |||
| FOUNDATION | HARBORSIDE FINANCIAL CENTER PLAZA 2 | ||||
| CONSERVATIVE | 3RD FL | ||||
| ALLOCATION CL C | JERSEY CITY NJ 07311 | ||||
| DELAWARE | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT | 7.86 | |||
| FOUNDATION | M/F ATTN DEPARTMENT MANAGER | ||||
| CONSERVATIVE | 499 WASHINGTON BLVD | ||||
| ALLOCATION CL C | FL 9 | ||||
| JERSEY CITY NJ 07310-2055 | |||||
| DELAWARE | CHARLES SCHWAB & CO INC SPECIAL | 5.97 | |||
| FOUNDATION | CUSTODY ACCT FBO CUSTOMERS | ||||
| CONSERVATIVE | ATTN MUTUAL FUNDS | ||||
| ALLOCATION CL C | 211 MAIN ST | ||||
| SAN FRANCISCO CA 94105-1905 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE | PERSHING LLC | 5.18 | |||
| FOUNDATION | 1 PERSHING PLAZA | ||||
| CONSERVATIVE | JERSEY CITY NJ 07399-0002 | ||||
| ALLOCATION CL C | |||||
| DELAWARE | PIMS/PRUDENTIAL RETIREMENT AS NOMINEE | 59.06 | |||
| FOUNDATION | FOR THE TTEE/CUST PL 006 HOAG SHELTERED | ||||
| CONSERVATIVE | SAVINGS PLAN | ||||
| ALLOCATION CL I | ONE HOAG DR | ||||
| NEWPORT BEACH CA 92663 | |||||
| DELAWARE | CHARLES SCHWAB & CO INC SPECIAL | 9.63 | |||
| FOUNDATION | CUSTODY ACCT FBO CUSTOMERS | ||||
| MODERATE | ATTN MUTUAL FUNDS | ||||
| ALLOCATION CLASS B | 211 MAIN ST | ||||
| SAN FRANCISCO CA 94105-1905 | |||||
| DELAWARE | MLPF&S FOR THE SOLE BENEFIT OF ITS | 8.43 | |||
| FOUNDATION | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| MODERATE | SEC #974N8 | ||||
| ALLOCATION CLASS B | 4800 DEER LAKE DRIVE EAST, | ||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE | MLPF&S FOR THE SOLE BENEFIT OF ITS | 17.44 | |||
| FOUNDATION | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| MODERATE | SEC #974N8 | ||||
| ALLOCATION CLASS C | 4800 DEER LAKE DRIVE EAST, | ||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 13.60 | |||
| FOUNDATION | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| MODERATE | 2801 MARKET ST | ||||
| ALLOCATION CLASS C | SAINT LOUIS MO 63103-2523 | ||||
| DELAWARE | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT | 9.58 | |||
| FOUNDATION | M/F ATTN DEPARTMENT MANAGER | ||||
| MODERATE | 499 WASHINGTON BLVD | ||||
| ALLOCATION CLASS C | FL 9 | ||||
| JERSEY CITY NJ 07310-2055 | |||||
| DELAWARE | PERSHING LLC | 6.51 | |||
| FOUNDATION | 1 PERSHING PLAZA | ||||
| MODERATE | JERSEY CITY NJ 07399-0002 | ||||
| ALLOCATION CLASS C | |||||
| DELAWARE | NATIONAL FINANCIAL SERVICES LLC (FBO) | 6.31 | |||
| FOUNDATION | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| MODERATE | DEPARTMENT | ||||
| ALLOCATION CLASS C | 4TH FLOOR | ||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 5.83 | |||
| FOUNDATION | HARBORSIDE FINANCIAL CENTER PLAZA 2 | ||||
| MODERATE | 3RD FL | ||||
| ALLOCATION CLASS C | JERSEY CITY NJ 07311 | ||||
| DELAWARE | BOND STREET CUSTODIANS LTD ACF | 40.07 | |||
| FOUNDATION | MACQUARIE GROUP SERVICES | ||||
| MODERATE | AUSTRALIA PTY LTD | ||||
| ALLOCATION CLASS I | LEVEL 20 N 1 MARTIN PLACE | ||||
| SYDNEY NSW 2000 AUSTRALIA | |||||
| DELAWARE | PIMS/PRUDENTIAL RETIREMENT AS NOMINEE | 25.56 | |||
| FOUNDATION | FOR THE TTEE/CUST PL 006 HOAG SHELTERED | ||||
| MODERATE | SAVINGS PLAN | ||||
| ALLOCATION CLASS I | ONE HOAG DR | ||||
| NEWPORT BEACH CA 92663 | |||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO FBO | 6.74 | |||
| FOUNDATION | MACQUARIE HOLDINGS USA INC 401A | ||||
| MODERATE | P.O. BOX 7876 | ||||
| ALLOCATION CLASS I | FORT WAYNE IN 46801-7876 | ||||
| DELAWARE | NATIONAL FINANCIAL SERVICES LLC (FBO) | 5.59 | |||
| FOUNDATION | OUR CUSTOMERS | ||||
| MODERATE | ATTN MUTUAL FUNDS DEPARTMENT | ||||
| ALLOCATION CLASS I | 4TH FLOOR | ||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE | MLPF&S FOR THE SOLE BENEFIT OF ITS | 7.53 | |||
| FOUNDATION GROWTH | CUSTOMERS ATTENTION: | ||||
| ALLOCATION CLASS A | FUND ADMIN SEC #974N8 | ||||
| 4800 DEER LAKE DRIVE EAST, | |||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 5.10 | |||
| FOUNDATION GROWTH | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| ALLOCATION CLASS A | 2801 MARKET ST | ||||
| SAINT LOUIS MO 63103-2523 | |||||
| DELAWARE | FIRST CLEARING LLC SPECIAL CUSTODY ACCT | 10.52 | |||
| FOUNDATION GROWTH | FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | ||||
| ALLOCATION CLASS B | 2801 MARKET ST | ||||
| SAINT LOUIS MO 63103-2523 | |||||
| DELAWARE | NATIONAL FINANCIAL SERVICES LLC (FBO) | 9.12 | |||
| FOUNDATION GROWTH | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| ALLOCATION CLASS B | DEPARTMENT | ||||
| 4TH FLOOR | |||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE | CHARLES SCHWAB & CO INC SPECIAL | 5.02 | |||
| FOUNDATION GROWTH | CUSTODY ACCT FBO CUSTOMERS | ||||
| ALLOCATION CLASS B | ATTN MUTUAL FUNDS | ||||
| 211 MAIN ST | |||||
| SAN FRANCISCO CA 94105-1905 | |||||
| DELAWARE | MLPF&S FOR THE SOLE BENEFIT OF ITS | 11.25 | |||
| FOUNDATION GROWTH | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| ALLOCATION CLASS C | SEC #974N8 | ||||
| 4800 DEER LAKE DRIVE EAST, | |||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE | MORGAN STANLEY SMITH BARNEY | 7.59 | |||
| FOUNDATION GROWTH | HARBORSIDE FINANCIAL CENTER PLAZA 2 | ||||
| ALLOCATION CLASS C | 3RD FL | ||||
| JERSEY CITY NJ 07311 | |||||
| DELAWARE | PERSHING LLC | 7.16 | |||
| FOUNDATION GROWTH | 1 PERSHING PLAZA | ||||
| ALLOCATION CLASS C | JERSEY CITY NJ 07399-0002 | ||||
| DELAWARE | LPL FINANCIAL --OMNIBUS CUSTOMER | 6.91 | |||
| FOUNDATION GROWTH | ACCOUNT-- ATTN: LINDSAY O’TOOLE | ||||
| ALLOCATION CLASS C | 9785 TOWNE CENTRE DR | ||||
| SAN DIEGO CA 92121 | |||||
| DELAWARE | PIMS/PRUDENTIAL RETIREMENT AS NOMINEE | 34.30 | |||
| FOUNDATION GROWTH | FOR THE TTEE/CUST PL 006 HOAG SHELTERED | ||||
| ALLOCATION CLASS I | SAVINGS PLAN | ||||
| ONE HOAG DR | |||||
| NEWPORT BEACH CA 92663 | |||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO FBO | 19.76 | |||
| FOUNDATION GROWTH | MACQUARIE HOLDINGS USA INC 401K | ||||
| ALLOCATION CLASS I | P.O. BOX 7876 | ||||
| FORT WAYNE IN 46801-7876 | |||||
| DELAWARE | BOND STREET CUSTODIANS LTD ACF | 13.74 | |||
| FOUNDATION GROWTH | MACQUARIE GROUP SERVICES | ||||
| ALLOCATION CLASS I | AUSTRALIA PTY LTD | ||||
| LEVEL 20 N 1 MARTIN PLACE | |||||
| SYDNEY NSW 2000 AUSTRALIA | |||||
| DELAWARE | LINCOLN RETIREMENT SERVICES CO FBO | 10.46 | |||
| FOUNDATION GROWTH | MACQUARIE HOLDINGS USA INC 401A | ||||
| ALLOCATION CLASS I | P.O. BOX 7876 | ||||
| FORT WAYNE IN 46801-7876 | |||||
| DELAWARE SMID CAP | MLPF&S FOR THE SOLE BENEFIT OF ITS | 36.75 | |||
| GROWTH FUND CLASS R | CUSTOMERS ATTENTION: | ||||
| FUND ADMIN SEC #974N8 | |||||
| 4800 DEER LAKE DRIVE EAST, | |||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE SMID CAP | WILMINGTON TRUST RISC AS TTEE FBO | 9.56 | |||
| GROWTH FUND CLASS R | HARLAN LABORATORIES, INC. 401(K) PL | ||||
| P.O. BOX 52129 | |||||
| PHOENIX AZ 85072 | |||||
| DELAWARE U.S. | MLPF&S FOR THE SOLE BENEFIT OF ITS | 18.85 | |||
| GROWTH FUND CLASS R | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| SEC #974N8 | |||||
| 4800 DEER LAKE DRIVE EAST, | |||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE U.S. | GREAT-WEST TRUST COMPANY LLC TTEE F | 12.22 | |||
| GROWTH FUND CLASS R | EMPLOYEE BENEFITS CLIENTS 401K | ||||
| 8515 E ORCHARD RD 2T2 | |||||
| GREENWOOD VILLAGE CO 80111 | |||||
| DELAWARE U.S. | STATE STREET BANK AND TRUST COMPANY | 9.71 | |||
| GROWTH FUND CLASS R | FBO TAYNIK & CO | ||||
| 1200 CROWN COLONY DR | |||||
| QUINCY MA 02169-0938 | |||||
| DELAWARE U.S. | HARTFORD SECURITIES DISTRIBUTION | 7.88 | |||
| GROWTH FUND CLASS R | COMPANY INC ATTN: UIT OPERATIONS | ||||
| PO BOX 2999 | |||||
| HARTFORD CT 06104-2999 | |||||
| DELAWARE U.S. | MG TRUST COMPANY TRUSTEE IIF DATA | 6.46 | |||
| GROWTH FUND CLASS R | SOLUTIONS, INC. | ||||
| 717 17TH STREET SUITE 1300 | |||||
| DENVER CO 80202 | |||||
| DELAWARE SELECT | HARTFORD SECURITIES DISTRIBUTION | 23.95 | |||
| GROWTH FUND CLASS R | COMPANY INC ATTN: UIT OPERATIONS | ||||
| PO BOX 2999 | |||||
| HARTFORD CT 06104-2999 | |||||
| DELAWARE SELECT | MG TRUST COMPANY CUST. FBO THE | 12.82 | |||
| GROWTH FUND CLASS R | STRATFORD FIRE AND POLICE RETIR | ||||
| 717 17TH STREET SUITE 1300 | |||||
| DENVER CO 80202 | |||||
| DELAWARE SELECT | MLPF&S FOR THE SOLE BENEFIT OF ITS | 10.83 | |||
| GROWTH FUND CLASS R | CUSTOMERS ATTENTION: FUND ADMIN | ||||
| SEC #974N8 | |||||
| 4800 DEER LAKE DRIVE EAST, | |||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE SELECT | PIMS/PRUDENTIAL RETIREMENT AS NOMINEE | 5.56 | |||
| GROWTH FUND CLASS R | FOR THE TTEE/CUST PL 764 SMR AUTOMOTIVE | ||||
| SYSTEMS USA, INC. | |||||
| 1855 BUSHA HWY | |||||
| MARYSVILLE MI 480401892 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE | NFS LLC FEBO STATE STREET BANK TRUST CO | 65.34 | |||
| FOUNDATION | TTEE VARIOUS RETIREMENT PLANS | ||||
| CONSERVATIVE | 440 MAMARONECK AVE | ||||
| ALLOCATION CL R | HARRISON NY 10528-2418 | ||||
| DELAWARE | MLPF&S FOR THE SOLE BENEFIT OF ITS | 11.94 | |||
| FOUNDATION | CUSTOMERS ATTENTION: | ||||
| CONSERVATIVE | FUND ADMIN SEC #974N8 | ||||
| ALLOCATION CL R | 4800 DEER LAKE DRIVE EAST, | ||||
| 2ND FL | |||||
| JACKSONVILLE FL 32246-6484 | |||||
| DELAWARE | NFS LLC FEBO STATE STREET BANK TRUST CO | 86.14 | |||
| FOUNDATION | TTEE VARIOUS RETIREMENT PLANS | ||||
| MODERATE | 440 MAMARONECK AVE | ||||
| ALLOCATION CLASS R | HARRISON NY 10528-2418 | ||||
| DELAWARE | NFS LLC FEBO STATE STREET BANK TRUST CO | 78.28 | |||
| FOUNDATION GROWTH | TTEE VARIOUS RETIREMENT PLANS | ||||
| ALLOCATION CLASS R | 440 MAMARONECK AVE | ||||
| HARRISON NY 10528-2418 | |||||
| DELAWARE FOCUS | MORGAN STANLEY SMITH BARNEY | 34.48 | |||
| GLOBAL GROWTH FUND | HARBORSIDE FINANCIAL | ||||
| CLASS A | CENTER PLAZA 2 | ||||
| 3RD FL | |||||
| JERSEY CITY NJ 07311 | |||||
| DELAWARE FOCUS | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT | 15.94 | |||
| GLOBAL GROWTH FUND | M/F ATTN DEPARTMENT MANAGER | ||||
| CLASS A | 499 WASHINGTON BLVD | ||||
| FL 9 | |||||
| JERSEY CITY NJ 07310-2055 | |||||
| DELAWARE FOCUS | PERSHING LLC | 10.82 | |||
| GLOBAL GROWTH FUND | 1 PERSHING PLAZA | ||||
| CLASS A | JERSEY CITY NJ 07399-0002 | ||||
| DELAWARE FOCUS | NATIONAL FINANCIAL SERVICES LLC (FBO) | 10.52 | |||
| GLOBAL GROWTH FUND | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| CLASS A | DEPARTMENT | ||||
| 4TH FLOOR | |||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE FOCUS | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT | 17.44 | |||
| GLOBAL GROWTH FUND | M/F ATTN DEPARTMENT MANAGER | ||||
| CLASS C | 499 WASHINGTON BLVD | ||||
| FL 9 | |||||
| JERSEY CITY NJ 07310-2055 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE FOCUS | MORGAN STANLEY SMITH BARNEY | 16.55 | |||
| GLOBAL GROWTH FUND | HARBORSIDE FINANCIAL | ||||
| CLASS C | CENTER PLAZA 2 | ||||
| 3RD FL | |||||
| JERSEY CITY NJ 07311 | |||||
| DELAWARE FOCUS | PERSHING LLC | 16.45 | |||
| GLOBAL GROWTH FUND | 1 PERSHING PLAZA | ||||
| CLASS C | JERSEY CITY NJ 07399-0002 | ||||
| DELAWARE FOCUS | RAYMOND JAMES OMNIBUS FOR MUTUAL | 16.32 | |||
| GLOBAL GROWTH FUND | FUNDS HOUSE ACCT FIRM 92500015 | ||||
| CLASS C | ATTN COURTNEY WALLER | ||||
| 880 CARILLON PARKWAY | |||||
| ST PETERSBURG FL 33713 | |||||
| DELAWARE FOCUS | LPL FINANCIAL --OMNIBUS CUSTOMER | 11.00 | |||
| GLOBAL GROWTH FUND | ACCOUNT-- ATTN: LINDSAY O’TOOLE | ||||
| CLASS C | 9785 TOWNE CENTRE DR | ||||
| SAN DIEGO CA 92121 | |||||
| DELAWARE FOCUS | MORGAN STANLEY SMITH BARNEY | 60.99 | |||
| GLOBAL GROWTH FUND | HARBORSIDE FINANCIAL CENTER PLAZA 2 | ||||
| CLASS I | 3RD FL | ||||
| JERSEY CITY NJ 07311 | |||||
| DELAWARE FOCUS | NATIONAL FINANCIAL SERVICES LLC (FBO) | 22.27 | |||
| GLOBAL GROWTH FUND | OUR CUSTOMERS ATTN MUTUAL FUNDS | ||||
| CLASS I | DEPARTMENT | ||||
| 4TH FLOOR | |||||
| 499 WASHINGTON BLVD | |||||
| JERSEY CITY NJ 07310 | |||||
| DELAWARE FOCUS | RELIANCE TRUST COMPANY FBO RIS-100 R/R | 5.27 | |||
| GLOBAL GROWTH FUND | PO BOX 48529 | ||||
| CLASS I | ATLANTA GA 30362 | ||||
| DELAWARE FOCUS | COUNSEL TRUST DBA MATC FBO | 68.51 | |||
| GLOBAL GROWTH FUND | PERFORMANCE AIR MECHANICAL INC 401(K) | ||||
| CLASS R | PROFIT SHARING PLAN & TRUST | ||||
| 1251 WATERFRONT PLACE SUITE 525 | |||||
| PITTSBURGH, PA 15222 | |||||
| DELAWARE FOCUS | MG TRUST COMPANY CUST. FBO C. MCHUGH | 24.25 | |||
| GLOBAL GROWTH FUND | INSURANCE AGENCY, INC. | ||||
| CLASS R | 717 17TH STREET SUITE 1300 | ||||
| DENVER CO 80202 | |||||
| DELAWARE FOCUS | DELAWARE MANAGEMENT HOLDINGS, INC. | 5.47 | |||
| GLOBAL GROWTH FUND | C/O RICK SALUS | ||||
| CLASS R | 2005 MARKET ST | ||||
| PHILADELPHIA PA 19103-7028 | |||||
| Fund Name | Shareholder | ||||
| and Class | Name and Address | Percentage | |||
| DELAWARE VIP SMID | LINCOLN LIFE | 88.81 | |||
| CAP GROWTH SERIES | 1300 S CLINTON ST | ||||
| STANDARD | FORT WAYNE IN 46802-3518 | ||||
| DELAWARE VIP SMID | COMMONWEALTH ANNUITY & LIFE | 7.53 | |||
| CAP GROWTH SERIES | INSURANCE CO (SE2) | ||||
| STANDARD | SUITE 210 132 TURNPIKE ROAD | ||||
| SOUTHBOROUGH MA 01772 | |||||
| DELAWARE VIP SMID | LINCOLN LIFE | 85.91 | |||
| CAP GROWTH SERIES | 1300 S CLINTON ST | ||||
| SERVICE | FORT WAYNE IN 46802-3518 | ||||
| DELAWARE VIP SMID | LINCOLN LIFE ANNUITY OF NY (LLANY) | 5.92 | |||
| CAP GROWTH SERIES | 1300 S CLINTON ST | ||||
| SERVICE | FORT WAYNE IN 46802-3506 | ||||
| DELAWARE VIP U.S. | MAC & CO A/C LNMF5200002 FBO LVIP | 40.13 | |||
| GROWTH SERIES | MODERATE PROFILE ATTN MUTUAL FUND OPS | ||||
| STANDARD CLASS | PO BOX 3198 | ||||
| PITTSBURGH PA 15230-3198 | |||||
| DELAWARE VIP U.S. | MAC & CO A/C LNMF5180002 FBO LVIP MOD | 26.43 | |||
| GROWTH SERIES | AGGRESSIVE PROFILE ATTN MUTUAL FUND OPS | ||||
| STANDARD CLASS | PO BOX 3198 | ||||
| PITTSBURGH PA 15230-3198 | |||||
| DELAWARE VIP U.S. | LINCOLN LIFE | 16.06 | |||
| GROWTH SERIES | 1300 S CLINTON ST | ||||
| STANDARD CLASS | FORT WAYNE IN 46802-3518 | ||||
| DELAWARE VIP U.S. | MAC & CO A/C LNMF5190002 FBO LVIP | 14.49 | |||
| GROWTH SERIES | CONSERVATIVE PROFILE | ||||
| STANDARD CLASS | ATTN MUTUAL FUND OPS | ||||
| PO BOX 3198 | |||||
| PITTSBURGH PA 15230-3198 | |||||
| DELAWARE VIP U.S. | LINCOLN LIFE | 97.83 | |||
| GROWTH SERIES | 1300 S CLINTON ST | ||||
| SERVICE CLASS | FORT WAYNE IN 46802-3518 | ||||
YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES YOU
OWN.PLEASE CAST YOUR PROXY
VOTETODAY!
|
| PROXY CARD |
MERGE FUND NAME
| SIGN,DATEANDVOTEON THE REVERSE SIDE | |
| ► | |
 | 1.MAILyour signed and voted proxy back in thepostage paid envelopeprovided |
 | 2.ONLINEatproxyonline.comusing your proxycontrol numberfound below |
 | 3.PHONEdial toll-free(888) 227-9349to reach an automated touchtone voting line |
 | 4.LIVEwith alive operatorwhen you call toll-free(877) 536-1563Monday through Friday 9 a.m. to 10 p.m. Eastern time |
CONTROL NUMBER | ð | 12345678910 |
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2014
The undersigned hereby revokes all previous proxies for his/her shares and appoints Cori E. Daggett, David F. Connor, and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the Joint Special Meeting of Shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Exhibit A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, One Commerce Square, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on Friday, May 16, 2014 at 3:00 p.m. Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically as indicated on the reverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.
Do you have questions?
If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (877) 536-1563. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 16, 2014: the proxy statement is available athttp://www.delawareinvestments.com/proxy.
| [PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
| MERGE FUND NAME | PROXY CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on this proxy, and date it.When signing in a representative capacity, please give title.
| SIGNATURE (AND TITLE IF APPLICABLE) | DATE |
RECEIPT OF THE NOTICE OF THE JOINT SPECIAL MEETING OF SHAREHOLDERS AND THE ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND VOTED ON, IS HEREBY ACKNOWLEDGED.
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
This proxy is solicited on behalf of the Board of Trustees, and the proposal (set forth below) has been proposed by the Board of Trustees.
THE BOARDS OF TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.
PROPOSAL: | FOR | AGAINST | ABSTAIN | |||
| 1. | To approve a new sub-advisory agreement between Delaware ManagementCompany, investment manager for LLC. | |||||
| ¡ | ||||||
THANK YOU FOR VOTING
| [PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |