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Voyageur Mutual Funds Iii

Filed: 24 Sep 09, 8:00pm

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_]  Preliminary Proxy Statement                  [_] Soliciting Material Under Rule
[_]  Confidential, For Use of the                        14a-12
       Commission Only (as permitted
       by Rule 14a-6(e)(2))
[x]  Definitive Proxy Statement
[_]  Definitive Additional Materials

Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds I
Delaware Group Equity Funds II
Delaware Group Equity Funds III
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Foundation Funds
Delaware Group Global & International Funds
Delaware Group Government Fund
Delaware Group Income Funds
Delaware Group Limited-Term Government Funds
Delaware Group State Tax-Free Income Trust
Delaware Group Tax-Free Fund
Delaware Group Tax-Free Money Fund
Delaware Pooled® Trust
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds
------------------------------------------------------------------------------------------------------------------------------------------------------

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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PROXY MATERIALS

DELAWARE INVESTMENTS® FAMILY OF FUNDS

Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds I
Delaware Group Equity Funds II
Delaware Group Equity Funds III
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Foundation Funds
Delaware Group Global & International Funds
Delaware Group Government Fund
Delaware Group Income Funds
Delaware Group Limited-Term Government Funds
Delaware Group State Tax-Free Income Trust
Delaware Group Tax-Free Fund
Delaware Group Tax-Free Money Fund
Delaware Pooled
®Trust1
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds

Dear Shareholder:

     I am writing to let you know that a joint special meeting (the “Meeting”) of shareholders of the Delaware Investments funds listed above (the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009 at 3:00 p.m., Eastern time. The purpose of the Meeting is to vote on several important proposals that affect the Trusts and each of their separate series (each, a “Fund” and collectively, the “Funds”) and your investment in one or more of them. The Meeting will be held concurrently with the meetings of shareholders of other funds within the Delaware Investments Family of Funds. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your Fund(s). This package contains information about the proposals and the materials to use when voting by mail, telephone, or through the Internet.

____________________

1     Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust.


     Please read the enclosed materials and cast your vote on the proxy card(s) or by telephone or via the Internet.Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

     The proposals have been carefully reviewed by the Boards of Trustees of the Trusts. The Trustees, all but one of whom are not affiliated with Delaware Investments, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the best interests of shareholders.

The Trustees recommend that you vote FOR each proposal.

     The enclosed Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed Proxy Statement.

     Voting is quick and easy. Everything you need is enclosed.To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it (them) in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the Web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.

     If you have any questions before you vote, please call Computershare Fund Services, Inc. (“Computershare”), the Funds’ proxy solicitor, at 877 520-8548. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for your participation in this important initiative.

Sincerely,

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

September 25, 2009


NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

To be held on November 12, 2009

Important notice regarding the availability of proxy materials for the shareholder
meeting to be held on November 12, 2009: this proxy statement is available at
www.delawareinvestments.com/proxy.

To the Shareholders of:

Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds I
Delaware Group Equity Funds II
Delaware Group Equity Funds III
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Foundation Funds
Delaware Group Global & International Funds
Delaware Group Government Fund
Delaware Group Income Funds
Delaware Group Limited-Term Government Funds
Delaware Group State Tax-Free Income Trust
Delaware Group Tax-Free Fund
Delaware Group Tax-Free Money Fund
Delaware Pooled
®Trust1
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds

     NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of shareholders of the open-end registered investment companies listed above (each, a “Trust” and collectively, the “Trusts”), along with certain other funds within the Delaware Investments® Family of Funds, each of which is issuing proxy solicitation materials, will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005

____________________

1     Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust.


Market Street, 21st Floor, Philadelphia, Pennsylvania 19103 on November 12, 2009 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:

     1.     To elect a Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees, all of whom are currently members of the Boards of Trustees, are:

Thomas L. Bennett Ann R. Leven 
Patrick P. Coyne Thomas F. Madison 
John A. Fry Janet L. Yeomans 
Anthony D. Knerr J. Richard Zecher 
Lucinda S. Landreth  

     2.     To approve a new investment advisory agreement for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”).

     Shareholders of record of the Trusts as of the close of business on September 18, 2009 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(s) by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet. Your vote is important.

By order of the Boards of Trustees, 
 
/s/ Patrick P. Coyne 
Patrick P. Coyne 
Chairman, President, and Chief Executive Officer 

September 25, 2009

To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card(s), sign, and return it (them) in the enclosed envelope, which requires no postage if mailed from the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement.

SOME SHAREHOLDERS HOLD SHARES IN MORE THAN ONE FUND AND MAY RECEIVE PROXY CARDS AND/OR PROXY MATERIALS FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.


PROXY STATEMENT

TABLE OF CONTENTS

    Page
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES 3
       Introduction to Proposal 13
       Who are the Trustee Nominees?3
       How are nominees for Trustee selected?4
       How often do the Boards meet and how are the Trustees compensated?5
       Who are the principal officers of the Trusts?5
       What are the standing committees of the Boards?5
       Who are the Trusts’ independent auditors?6
       What is the required vote to elect Trustees?8
PROPOSAL 2: TO APPROVE A NEW INVESTMENT
ADVISORY AGREEMENT8
       Introduction to Proposal 28
       Description of the Transaction9
       Section 15(f) of the 1940 Act12
       The New Investment Advisory Agreements12
       Additional information about DMC16
       Board considerations in approving the New Investment
              Advisory Agreements17
       Required vote28
VOTING INFORMATION29
       How will shareholder voting be handled?29
       How do I ensure my vote is accurately recorded?29
       May I revoke my proxy?30
       What other matters will be voted upon at the Meeting?30
       Who is entitled to vote?30
       What is the Quorum requirement?30
       Who will pay the expenses of the Meeting?30
       What other solicitations will be made?31
       Why did my household receive only one copy of this Proxy Statement?32
       How do I submit a shareholder proposal for inclusion in a Trust’s proxy
              statement for a future shareholder meeting?32
       How may I communicate with the Boards?33
MORE INFORMATION ABOUT THE FUNDS33
PRINCIPAL HOLDERS OF SHARES34



APPENDIX A — TRUSTS AND SERIES USING THIS    
PROXY STATEMENTA-1
APPENDIX B — TRUSTEES OF THE TRUSTSB-1
APPENDIX C — NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTERC-1
APPENDIX D — FUND SHARE BENEFICIAL OWNERSHIP BY
TRUSTEE NOMINEESD-1
APPENDIX E — TRUSTEE COMPENSATIONE-1
APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTSF-1
APPENDIX G — AUDITOR INFORMATIONG-1
APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURES H-1
APPENDIX I — FORM OF NEW INVESTMENT ADVISORY
AGREEMENTSI-1
APPENDIX J — CURRENT INVESTMENT ADVISORY
AGREEMENTS: DATES OF APPROVALSJ-1
APPENDIX K — FEES PAID TO DMC AND AFFILIATESK-1
APPENDIX L — OTHER FUNDS ADVISED BY DMCL-1
APPENDIX M — TRUSTEES AND OFFICERS OF DMCM-1
APPENDIX N — NUMBER OF SHARES OF EACH FUND
OUTSTANDING AS OF JULY 31, 2009N-1
APPENDIX O — 1% SHARE OWNERSHIPO-1
APPENDIX P — 5% SHARE OWNERSHIPP-1


DELAWARE INVESTMENTS® FAMILY OF FUNDS

JOINT PROXY STATEMENT

Dated September 25, 2009

Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds I
Delaware Group Equity Funds II
Delaware Group Equity Funds III
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Foundation Funds
Delaware Group Global & International Funds
Delaware Group Government Fund
Delaware Group Income Funds
Delaware Group Limited-Term Government Funds
Delaware Group State Tax-Free Income Trust
Delaware Group Tax-Free Fund
Delaware Group Tax-Free Money Fund
Delaware Pooled® Trust1
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds

Important notice regarding the availability of proxy materials for the shareholder
meeting to be held on November 12, 2009: this proxy statement is available at
www.delawareinvestments.com/proxy.

     This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a joint special meeting of shareholders (the “Meeting”) of the registered open-end management investment companies listed above (each, a “Trust” and collectively, the “Trusts”), along with other registered investment companies in the Delaware Investments Family of Funds, each of which is issuing proxy solicitation materials. Each of the separate funds within a Trust is referred to as a “Fund” and they are

____________________

1     Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust.


collectively referred to as the “Funds.” The Meeting was called by the Boards of Trustees of the Trusts (each, a “Board” and collectively, the “Boards”) to vote on the following proposals (the “Proposals”), each of which is described more fully below:

Proposal          Who votes on the Proposal? 
1. To elect a Board of Trustees.Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively.
 
2. To approve a new investment advisory agreement for each Fund.Shareholders of each Fund, voting separately from shareholders of each other Fund.

     The principal offices of the Trusts are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach the offices of the Trusts by telephone by calling 800 523-1918. Each Trust is a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). A list of the Funds of each Trust is set forth in Appendix A.

     The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009 at 3:00 p.m., Eastern time. Only Fund shareholders will be admitted to the Meeting. The Boards, on behalf of each Fund, are soliciting these proxies. This Proxy Statement is first being sent to shareholders on or about September 30, 2009.

     This Proxy Statement gives you information about the Trustees, the new investment advisory agreement, and other matters that you should know before voting. The Board of each Trust has determined that the joint use of this Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of all of the Funds.

     Each Fund’s annual report to shareholders is sent to shareholders of record following the Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its most recent annual report and most recent succeeding semiannual report, if any, to a shareholder upon request. Such requests should be directed to a Fund by calling 800 523-1918 or by writing to the Fund at Attention: Account Services, P.O. Box 219691, Kansas City, MO 64121-9691 by regular mail or 430 W. 7th Street, Kansas City, MO 64105 by overnight courier service. Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ Web site at www.delawareinvestments.com.

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     Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary. Each Fund will promptly send a separate copy of such documents to any shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and phone number set forth above.

PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES

Introduction to Proposal 1

     In Proposal 1, shareholders of each Trust are being asked to elect nine trustees (together, the “Trustee Nominees”) to the Boards. All of the Trustee Nominees are currently members of the Boards.

     Each Trust is governed by a Board, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment adviser, the distributor, and others who perform services for the Trust. All of the Trusts have Boards comprised of the same trustees, and all of the Trusts are served by the same officers.

Who are the Trustee Nominees?

     The trustees of the Boards (each, a “Trustee” and collectively, the “Trustees”) are responsible for supervising the management of the Trusts and serving the needs and best interests of Fund shareholders. As noted above, all of the Trustee Nominees standing for election are currently members of the Boards. The nine Trustee Nominees are Thomas L. Bennett, Patrick P. Coyne, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans, and J. Richard Zecher.

     Each Board is comprised of the same nine Board members, eight of whom are not “interested persons” of the Trusts, as that term is defined in the 1940 Act (together, the “Independent Trustees”). Only Mr. Coyne is deemed to be an “Interested Trustee” of the Trusts, because he is an executive officer of the Funds’ investment adviser. Appendix B contains a list of the Trustee Nominees with certain background and related information.

     If elected, each Trustee Nominee will hold office for an indefinite term until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. Each Trustee Nominee currently is available and has consented to serve if elected. If any of the Trustee Nominees should become unavailable before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated as Trustees. Ms. Leven serves as

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Coordinating Trustee for each Trust. Although Mr. Coyne, the Chairman, President, and Chief Executive Officer of the Trusts, currently serves as a Trustee, he is standing for election by Fund shareholders for the first time. Mr. Coyne was appointed as a Trustee by the Boards in 2006, having been recommended for appointment to the Boards by the Nominating and Corporate Governance Committee, which consists solely of Independent Trustees.

How are nominees for Trustee selected?

     Each Board’s Nominating and Corporate Governance Committee recommends Board members, fills vacancies, and considers the qualifications of prospective Board members. The committee also monitors the performance of counsel for the Independent Trustees. The committee will consider shareholder recommendations for Trustee nominations only in the event that there is a vacancy on a Board. Shareholders who wish to submit recommendations for nominations to fill a vacancy on a Board must submit their recommendations in writing to the Nominating and Corporate Governance Committee, c/o Delaware Investments Funds at 2005 Market Street, Philadelphia, Pennsylvania 19103-7094. Shareholders should include appropriate information on the background and qualifications of any candidate recommended (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to a Board will be kept on file for consideration when there is a vacancy on the Board. The committee consists of John A. Fry, Chairman; Anthony D. Knerr; Lucinda S. Landreth; and Ann R. Leven (ex officio), all of whom are Independent Trustees. Each Board’s Nominating and Corporate Governance Committee held five meetings during the 12-month period ended June 30, 2009. Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, which is attached as Appendix C to this Proxy Statement.

     The Nominating and Corporate Governance Committees met on September 3, 2009, to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and their independence from the Funds’ investment adviser and its affiliates and other Fund service providers, as well as such other information as the Committees deemed relevant to their considerations. The Nominating and Corporate Governance Committees recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on September 3, 2009, the Independent Trustees and the full Board selected and nominated the Trustee Nominees for election by the shareholders of each Trust.

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How often do the Boards meet and how are the Trustees compensated?

     The Boards held six meetings during the 12-month period ended June 30, 2009. Each Trustee Nominee attended at least 75% of the aggregate total number of meetings of the Boards held during each Trust’s last fiscal year, and attended at least 75% of the total number of meetings held during that year by all committees of the Boards on which he or she served. The Trusts do not have a formal policy regarding Trustee attendance at shareholders’ meetings but they encourage Trustees to attend. The Trusts do not hold annual meetings at which Trustees are elected.

     No Independent Trustee owns, beneficially or of record, securities issued by any investment adviser or principal underwriter of any of the Funds, or a person directly or indirectly controlling, controlled by, or under common control with any of the foregoing. The table in Appendix D shows the dollar range of shares of each Fund and the aggregate dollar range of shares of the Delaware Investments® Family of Funds that were beneficially owned by each Trustee Nominee as of June 30, 2009.

     Each Independent Trustee is compensated by the Trusts. Mr. Coyne, the sole Trustee who is not an Independent Trustee, is not compensated by the Trusts for serving as Trustee. Trust officers are not compensated by the Trust. The table in Appendix E shows the compensation that each Independent Trustee received from each Trust during the 12-month period ended June 30, 2009 and the aggregate compensation that each Independent Trustee received from the Delaware Investments Family of Funds during that period. In addition, the Independent Trustees received separate compensation from the Trusts for the meetings held in connection with their review of the transaction described under Proposal 2 below.

Who are the principal officers of the Trusts?

     Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board. Appendix F to this Proxy Statement identifies the principal officers of the Trusts, and provides certain background and related information.

What are the standing committees of the Boards?

     Each Trust’s Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Independent Trustees Committee, and the Investments Committee.

     Audit Committee. This committee monitors accounting and financial reporting policies and practices and internal controls for a Trust. The Audit Committee also oversees the quality and objectivity of a Trust’s financial statements and the independent audit thereof, and acts as a liaison between the Trusts’ independent registered public accounting firm and the full Boards. Each Trust’s Audit Committee

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consists of the following Independent Trustees: Thomas F. Madison, Chairman; Thomas L. Bennett; John A. Fry; and J. Richard Zecher. Each Trust’s Audit Committee held six meetings during the 12-month period ended June 30, 2009.

     Nominating and Corporate Governance Committee. Information on the Nominating and Corporate Governance Committee is provided above under “How are nominees for Trustee selected?”

     Independent Trustees Committee.This committee develops and recommends to the Boards a set of corporate governance principles and oversees the evaluation of the Boards, the committees, and Board activities. The committee is comprised of all of the Independent Trustees. Each Trust’s Independent Trustees Committee held four meetings during the 12-month period ended June 30, 2009.

     Investments Committee. The primary purposes of the Investments Committee are to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds by their investment adviser as well as any sub-advisers; (ii) review all proposed advisory and sub-advisory agreements for new Funds or proposed amendments to existing agreements and to recommend actions the full Boards and the Independent Trustees should take regarding the approval of all such proposed agreements; and (iii) review from time to time reports supplied by the Funds’ investment adviser regarding investment performance and expenses and suggest changes to such reports. Each Board’s Investments Committee consists of the following Independent Trustees: Thomas L. Bennett, Chairman; Anthony D. Knerr; Lucinda S. Landreth; Ann R. Leven (ex officio); Janet L. Yeomans; and J. Richard Zecher. Each Investments Committee held four meetings during the 12-month period ended June 30, 2009.

Who are the Trusts’ independent auditors?

     Selection of Auditors. For each Trust, the Audit Committee and the Board have selected the firm of Ernst & Young LLP (“E&Y”) to serve as the Funds’ independent registered public accounting firm. Representatives of E&Y are not expected to be present at the Meeting, but will be available telephonically if necessary.

     Audit Fees. Appendix G shows for each Trust the aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.

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     Audit-Related Fees. No Trust was billed during its last two fiscal years for assurance and related services rendered by E&Y that were reasonably related to the audit or review of the Trust’s financial statements but where such services were not reported under “Audit Fees” above. Appendix G shows for the last two fiscal years of each Trust the aggregate audit-related fees billed by E&Y for providing such services to the Funds’ investment adviser or other service providers that are under common control with the Funds’ investment adviser. These audit-related services consisted of the issuance of reports concerning the Funds’ transfer agent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities Exchange Act of 1934, as amended.

     Tax Fees. Appendix G also shows for each Trust the aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y to the Trust for tax compliance, tax advice, and tax planning. These tax-related services consisted of the review of income tax returns and annual excise distribution calculations and, for certain of the Trusts, tax compliance services with respect to investments in foreign securities. E&Y did not during any Trust’s last two fiscal years provide any such services to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser.

     Aggregate Non-Audit Fees. Appendix G also shows, for each Trust’s last two fiscal years, the aggregate non-audit fees billed by E&Y for services rendered to the Trust, its investment adviser, and any entity controlling, controlled by, or under common control with its investment adviser that provides ongoing services to the Trust.

     For each Trust, the Audit Committee has considered whether the provision of non-audit services that were rendered to the Trust’s investment adviser, and any entity controlling, controlled by, or under common control with the Trust’s investment adviser that provides ongoing services to the Trust, is compatible with maintaining the independence of E&Y. The Audit Committee has determined that E&Y’s provision of these services is compatible with maintaining E&Y’s independence. E&Y currently is analyzing whether its independence will be affected after the completion of the transaction described in Proposal 2 as a result of services provided by E&Y to Macquarie Group Limited and its affiliates.

     All Other Fees. There were no additional fees paid by any Trust or by the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser during such Trust’s last two fiscal years for products and services provided by E&Y, other than the services reported above.

     Pre-Approval Policies and Procedures. Each Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth in Appendix H to this Proxy Statement. All of the fees disclosed above were pre-approved pursuant to

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the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve any of the services described above pursuant to thede minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.

What is the required vote to elect Trustees?

     Provided that Quorum requirements (as defined below in “Voting Information”) have been satisfied, the Trustee Nominees will be elected to the Board of each Trust by the affirmative vote of a plurality of votes cast collectively by shareholders of all of the Funds of such Trust. This means that the nine Trustee Nominees receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL
TRUSTEE NOMINEES.

PROPOSAL 2: TO APPROVE A NEW INVESTMENT
ADVISORY AGREEMENT

Introduction to Proposal 2

     In Proposal 2, you are being asked to approve a new investment advisory agreement between your Fund and Delaware Management Company (“DMC”) (each, a “New Investment Advisory Agreement”). DMC currently serves as investment adviser for each Fund, but, for the reasons discussed below, a New Investment Advisory Agreement will be required if the Transaction (as defined below) is completed. For a general description of the proposed New Investment Advisory Agreements and a comparison of the proposed New Investment Advisory Agreements and the investment advisory agreements currently in effect for each Fund (each, a “Current Investment Advisory Agreement”), see “The New Investment Advisory Agreements” below. The form of the New Investment Advisory Agreements is presented in Appendix I. The date of each Fund’s Current Investment Advisory Agreement and the date on which it was last approved by shareholders are provided in Appendix J.

     The Boards are proposing the approval of the New Investment Advisory Agreements because the Current Investment Advisory Agreements will terminate upon completion of the Transaction. As required by the 1940 Act, each Current Investment Advisory Agreement terminates automatically upon its “assignment.” Under the 1940 Act, a change in control of an investment adviser constitutes an “assignment.” The consummation of the Transaction will result in a change of

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control of DMC, and thus, the assignment and automatic termination of the Current Investment Advisory Agreements. Shareholders of each Fund are therefore being asked to approve a New Investment Advisory Agreement for their Fund. Each New Investment Advisory Agreement would become effective only if approved by the shareholders of the applicable Fund and if the Transaction is completed. Although the closing of the Transaction (the “Closing”) is currently expected to take place on or about December 31, 2009, if the Transaction is not completed or the Transaction Agreement (as defined below) is terminated, the New Investment Advisory Agreements will not go into effect and the Current Investment Advisory Agreements will continue in effect.

Description of the Transaction

     Lincoln National Corporation (“LNC”) and its indirect, wholly owned subsidiary, Lincoln National Investment Companies, Inc. (“LNIC”), entered into a definitive agreement (the “Transaction Agreement”), dated as of August 18, 2009, with Macquarie Bank Limited, whereby LNIC will sell all of the issued and outstanding capital stock of Delaware Management Holdings, Inc. (“DMHI”) to Macquarie Bank Limited (or a subsidiary thereof) (the “Transaction”). Certain Fund service providers are subsidiaries of DMHI and will be included in the Transaction, including DMC, Delaware Service Company, Inc. (“DSC”), the fund accounting and financial administration oversight provider and transfer agent for the Funds, and Delaware Distributors, L.P. (“DDLP”), the principal underwriter for the Funds. DMHI and its subsidiaries are referred to collectively as “Delaware Investments.”

     Macquarie Group Limited and its various subsidiaries (including Macquarie Bank Limited) are referred to collectively as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited (or a permitted assignee) to pay LNIC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, subject to certain specified closing adjustments at and after the Closing. The Closing is subject to the satisfaction or waiver of customary closing conditions, including (i) annualized advisory fees payable to Delaware Investments by all clients that have consented to the assignment of their investment advisory agreements or approved a new investment advisory agreement (including the Trusts) not being less than a minimum percentage of annualized advisory fees payable to Delaware Investments as of April 30, 2009 and (ii) the parties obtaining certain domestic and international regulatory approvals (including expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).

     DMC manages the assets of each Fund and makes each Fund’s investment decisions, subject to the supervision of the Board of each Trust. DMC is a series of Delaware Management Business Trust (“DMBT”), which is an indirect subsidiary of

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DMHI. DMC, DMBT, and DMHI are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Delaware Investments has been managing mutual funds since 1938. As of June 30, 2009, Delaware Investments managed, in the aggregate, more than $120 billion in assets in various institutional, separately managed, investment company, and insurance accounts. DMHI, a Delaware corporation, is a holding company that, through its subsidiaries and affiliates, provides investment advisory, asset management, administrative, broker/dealer, and related products and services. DMHI’s asset management capabilities include the ability to manage equity, fixed income, and money market securities, which are offered through vehicles such as mutual funds, closed-end funds, privately managed accounts, and institutional separate accounts. DMHI is an indirect, wholly owned subsidiary of, and subject to ultimate majority control of, LNC, which is a publicly traded corporation. LNC is a diversified organization with operations in many aspects of the financial services industry, including insurance and investment management. LNIC is an Indiana corporation and an indirect, wholly owned subsidiary of LNC. LNIC owns 100% of the issued and outstanding common stock of DMHI. After the Transaction, DMHI will be an indirect, wholly owned subsidiary of Macquarie Group Limited.

     Macquarie Group is a global provider of banking, financial, advisory, investment and fund management services. Macquarie Group Limited, No. 1 Martin Place, Sydney, New South Wales 2000, Australia, is listed on the Australian Securities Exchange (ASX:MQG) and is regulated by the Australian Prudential Regulation Authority, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Founded in 1969, Macquarie Group now operates in more than 70 office locations in over 26 countries. Macquarie Group employed approximately 12,500 people and had assets under management of $190 billion as of July 31, 2009. Macquarie Group has been active in North America for over a decade. Macquarie Group currently has more than 1,900 professionals in offices in 25 North American locations. Macquarie Funds Group, the asset management arm of Macquarie Group, is a full service global fund manager with over 25 years’ experience and offers a range of investments for retail and institutional investors across a variety of asset classes including fixed income, cash, currencies, equities, commodities, emerging markets, listed infrastructure and listed real estate as well as private equity and hedge fund of funds. Macquarie Funds Group employs over 600 staff across 19 locations globally with assets under management of approximately $67 billion as of July 31, 2009. More information on Macquarie Group’s operations is available at www.macquarie.com.au and at www.macquarie.com/us.

     Australian Banking Regulations require the following disclaimer to be made:Investments in the Funds are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies including their subsidiaries or related companies, and are subject to investment risk,

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including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of any Fund, the repayment of capital from any Fund, or any particular rate of return.

     The Transaction is part of Macquarie Group’s strategy to develop a global asset management capability through building a highly regarded team of investment professionals, offering an attractive suite of investment products and gaining broader access to markets in the United States. Macquarie Group values DMC’s focus on the advisory segment of the U.S. market, its significant investment management capabilities, and its experienced management team. The Transaction is not currently expected to result in a change in the persons responsible for the day-to-day management of the Funds or in the operation of the Funds. Moreover, it is currently anticipated that following the Closing, DMHI, DMC, DDLP, DSC, and the Funds will continue to operate in substantially the same manner as at present, and the Delaware Investments brand will remain with the business. Upon completion of the Transaction, the combined assets under management of Macquarie Group, including DMHI and its subsidiaries, are expected to be over $300 billion. After the Transaction, DMHI and its subsidiaries (including DMC) will remain headquartered in Philadelphia. Investment management professionals serving DMC’s clients are not currently expected to change as a result of the Transaction. Clients of DMC may be offered opportunities to invest in new products with access to Macquarie Group’s investment strategies, notably in real assets, global fixed income securities, and alternative investments. Macquarie Group clients across its global network may be offered investment products involving Delaware Investments’ investment strategies in structures designed specifically for them. Macquarie Group also currently anticipates providing additional funding to support the growth of DMC and its affiliates, for example through potential investment in operations and distribution and a commitment to expanding its multi-boutique approach.

     In anticipation of the Transaction, the Boards have had a number of telephonic and in-person meetings and met both formally and in informational sessions between April 16, 2009 and September 3, 2009, for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a New Investment Advisory Agreement. The 1940 Act requires that each Fund’s New Investment Advisory Agreement be approved by the Fund’s shareholders in order to become effective. At the in-person meeting held on September 3, 2009, for the reasons discussed below under “Board considerations in approving the New Investment Advisory Agreements,” the Boards, including a majority of each Board’s Independent Trustees, approved the New Investment Advisory Agreements as being in the best interests of the Funds and their shareholders and recommended their approval by shareholders. In the event shareholders of a Fund do not approve a New Investment Advisory Agreement, the Fund’s Board will take such action as it deems

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to be in the best interests of the Fund and its shareholders, including entering into a temporary, interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act pending further solicitation of shareholder approval.

Section 15(f) of the 1940 Act

     The Boards have been advised that the parties intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe-harbor whereby an owner (such as LNC and LNIC) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Each Board currently meets this test and is expected to do so after the Transaction is completed. Second, no “unfair burden” can be imposed on the investment company as a result of the transaction. An “unfair burden” includes any arrangement during the two-year period after the transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). Macquarie Bank Limited has agreed as part of the Transaction Agreement that, following the Closing, to the extent within its control, it will not take or fail to take (and will not cause its affiliates to take or fail to take) any action, if such action or failure to take action would have the effect, directly or indirectly, of causing the requirements of Section 15(f) of the 1940 Act not to be met with respect to the Transaction. In that regard, from and after the Closing date and to the extent within its control, Macquarie Bank Limited has agreed to conduct its business (and to cause each of its affiliates to conduct its business) so as to assure that the two aforementioned conditions are satisfied.

The New Investment Advisory Agreements

     Each Fund’s New Investment Advisory Agreement will be substantially similar to its Current Investment Advisory Agreement. Appendix I contains the form of the New Investment Advisory Agreement. The following is a comparison of certain provisions of the New Investment Advisory Agreements and Current Investment Advisory Agreements.

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     Fees. There will be no change in the fee schedule applicable to any Fund under its New Investment Advisory Agreement. All currently effective contractual expense limitations or reimbursements will remain in place after the Transaction until the end of their respective terms, and Macquarie Group has no present intention to cause DMC to alter any voluntary expense limitations or reimbursements currently in effect for the Funds.

     Investment Advisory Services. Each New Investment Advisory Agreement requires DMC to provide the same services to the applicable Funds as it does under the Current Investment Advisory Agreement. Each Fund’s New Investment Advisory Agreement generally provides that, subject to the direction and control of the Fund’s Board, DMC shall (i) regularly make decisions as to what securities and other instruments to purchase and sell on behalf of the Fund; (ii) effect the purchase and sale of those investments in furtherance of the Fund’s objectives and policies; and (iii) furnish the Board with information and reports regarding the Fund’s investments as DMC deems appropriate or as the Board may reasonably request.

     Subject to the primary objective of obtaining best execution, DMC may place orders for the purchase and sale of portfolio securities and other instruments with broker/dealers that provide statistical, factual, or financial information and services to a Fund, to DMC, or to other clients of DMC. Both the Current and New Investment Advisory Agreement for each Fund provide that the services of DMC are not exclusive to the Funds, and DMC and its affiliates may render services to others.

     The New Investment Advisory Agreements provide that DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for the Fund. DMC may terminate a sub-adviser in its sole discretion at any time to the extent permitted by applicable law. A similar provision is included in the Current Investment Advisory Agreements.

     Fund Administration Services. DMC and Macquarie Group have advised the Boards that they anticipate and intend that the nature and level of administrative services provided to the Funds under their Current Investment Advisory Agreements, in combination with any administrative services agreements, will not be diminished as a result of the Transaction or the implementation of the New Investment Advisory Agreements. In addition, any fees for administrative services, whether payable under a Current Investment Advisory Agreement or a separate administrative agreement, will not increase as a direct result of the Transaction or the New Investment Advisory Agreement.

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     Payment of Expenses. The provisions contained in each Fund’s New Investment Advisory Agreement addressing allocation of expenses are substantially similar in all material respects to those contained in that Fund’s Current Investment Advisory Agreement. Both the Current and New Investment Advisory Agreements provide that each Fund is responsible for its own expenses, including costs incurred in the maintenance of a Fund’s corporate existence; the maintenance of the Fund’s books, records and procedures; dealing with the Fund’s shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. In addition, to avoid uncertainty, certain other expenses paid by the Funds under the Current Investment Advisory Agreement are listed expressly as Fund expenses in the New Investment Advisory Agreement. These expenses include auditing, fund accounting and financial administration fees, and other costs and expenses approved by the Board. Except as expressly provided for in the Current and New Investment Advisory Agreements, DMC is not responsible for a Fund’s expenses. The costs of the Transaction, however, are treated differently. See “Board considerations in approving the New Investment Advisory Agreement – Comparative Expenses.”

     Trustees, officers, and employees of DMC may be Trustees and officers of the Trusts, but trustees, officers, and employees of DMC who are Trustees, officers and/ or employees of the Trusts do not receive any compensation from the Trusts for acting in a dual capacity. DMC and the Trusts may share common facilities, which may include legal and accounting personnel, with appropriate proration of expenses between the applicable Fund and DMC.

     Limitation on Liability. Under the Current and New Investment Advisory Agreements, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the investment adviser to a Fund, DMC shall not be liable to a Fund or to any shareholder for any action or omission arising in the course of, or connected with, rendering its services under the Agreement or for any losses arising from the purchase, holding, or sale of any security, or otherwise.

     Term and Continuance. If approved by shareholders of a Fund, the New Investment Advisory Agreement for the Fund will continue in effect for an initial period of two years from the date of implementation, and may be renewed thereafter provided that its renewal is specifically approved at least annually by both (i) the vote of a majority of the Fund’s Board or the vote of a 1940 Act Majority (as defined below) of the outstanding voting securities of the Fund and (ii) the vote of a majority

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of the Independent Trustees cast in person at a meeting called for the purpose of voting on the approval. The Current Investment Advisory Agreements have similar provisions for their term and continuance. The initial two-year period has elapsed for most of the Current Investment Advisory Agreements, which were most recently approved by the applicable Fund’s Board in May 2009.

     A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.

     Termination. Each Fund’s New Investment Advisory Agreement generally provides that the Agreement may be terminated at any time, without the payment of any penalty, by the Fund upon giving DMC 60 days’ written notice, provided that the termination is directed or approved by the vote of a majority of the Fund’s Board or by the vote of a 1940 Act Majority of the Fund’s outstanding voting securities. The New Investment Advisory Agreements may also be terminated by DMC on 60 days’ written notice. As required by the 1940 Act, each New Investment Advisory Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act). The Current Investment Advisory Agreements contain similar termination provisions.

     Proxy Voting. Each Fund’s New Investment Advisory Agreement provides explicitly that DMC shall be responsible for voting proxies of portfolio securities of each Fund, a service currently provided by DMC but not provided for explicitly in the Current Investment Advisory Agreement.

     Amendments. To incorporate explicitly the requirements of the 1940 Act, each Fund’s New Investment Advisory Agreement provides that it may not be amended without a shareholder vote and a vote of the Independent Trustees, but that it may be amended without shareholder approval if the amendment relates solely to a change for which applicable laws and regulations do not require shareholder approval. Each Fund’s Current Investment Advisory Agreement does not contain a similar provision. The New Investment Advisory Agreements provide that they may be amended pursuant to a written agreement executed by a Fund and DMC.

     Other Changes. Each Fund’s New Investment Advisory Agreement conforms the Current Investment Advisory Agreement to currently applicable laws and regulations and includes a number of minor wording changes that clarify non-material ambiguities in the Current Investment Advisory Agreement.

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     Additional Information. A discussion of the basis for a Board’s approval of each Fund’s Current Investment Advisory Agreement is available, or will be made available, in the Fund’s most recent or next-published annual or semiannual report to shareholders. Appendix J provides information on the Current Investment Advisory Agreements, including their dates, the dates of last shareholder approval, and the reason for the most recent submission to shareholders. Exhibit A to Appendix I discloses the rate of compensation of DMC under both the Current Investment Advisory Agreement and the New Investment Advisory Agreement. Appendix K describes for each Fund the aggregate amount of DMC’s fees and the amount and purpose of any other material payments to DMC (including any affiliated person of DMC) for services provided to each Fund during the last fiscal year of the Fund. These services will continue to be provided if the New Investment Advisory Agreements are approved. For other registered funds advised by DMC that have investment objectives similar to those of the Funds, Appendix L sets forth the fund’s name, the fund’s net assets as of July 31, 2009, the rate of DMC’s compensation, and whether DMC has waived, reduced, or otherwise agreed to reduce its compensation under the applicable contract.

Additional information about DMC

     Appendix M provides the name, address and principal occupation of each executive officer and each trustee of DMC, and each individual who is an officer or Trustee of the Trusts and who is also an officer, employee or shareholder of DMC. Mr. Coyne, a Trustee and executive officer of the Trusts, and certain other executive officers of the Trusts, may be deemed to have a substantial interest in this Proposal 2 arising from equity interests (the “Equity Interests”) they hold in Delaware Investments U.S., Inc. (“DIUS”), a subsidiary of DMHI and indirect parent of DMC. These persons may indirectly receive a portion of the purchase consideration for the Transaction as a result of the accelerated vesting of the Equity Interests caused by the Transaction. Based on the purchase consideration described above and other valuations, the approximate Equity Interests as a percentage of issued and outstanding equity of DIUS held by these persons as of August 18, 2009 are as follows: Patrick P. Coyne 0.32%; Michael J. Hogan 0.25%; See Yeng Quek 0.29%; David P. O’Connor 0.17%; and Richard Salus 0.01%. See Appendix M for a list of the executive officer positions with the Trusts of each of the above named individuals. Generally, the Equity Interests will be fully vested and may be put back to DIUS or called by DIUS not later than thirteen months following the Closing. The holders of the Equity Interests will only obtain a portion of the purchase consideration if they put their vested Equity Interests back to DIUS or their Equity Interests are called by DIUS, and the dollar value of the Equity Interests will be ascertained at the time of the put or call, as the case may be. Certain other officers of DMC who are also officers of the Trusts own or hold vested or unvested stock or options on stock of LNC.

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Board considerations in approving the New Investment Advisory Agreements

     At an in-person meeting held on September 3, 2009, the Boards, including the Independent Trustees, discussed and unanimously approved the New Investment Advisory Agreement between each Fund and DMC. Concluding that approval of the New Investment Advisory Agreement would be in the best interests of each Fund and its shareholders, the Boards also directed that each New Investment Advisory Agreement be submitted to the applicable Fund shareholders for approval, and recommended that shareholders vote“FOR” approval of each New Investment Advisory Agreement.

     Prior to their consideration of the New Investment Advisory Agreements, pursuant to letters from their independent legal counsel addressed to Macquarie Group and DMC, the Independent Trustees requested extensive materials about the Transaction and matters related to the proposed approvals. To assist the Boards in considering the New Investment Advisory Agreements, Macquarie Group provided materials and information about Macquarie Group, including detailed written responses to the questions posed to it by the Independent Trustees. DMC also provided materials and information about the Transaction, including detailed written responses to the questions posed to it by the Independent Trustees. The Boards requested and received certain information regarding the policies of DMC with respect to advisory fee levels and DMC’s philosophy with respect to breakpoints; the structure of portfolio manager compensation; DMC’s profitability; as well as any constraints or limitations on the availability of securities in certain investment styles that might inhibit DMC’s ability to invest fully in accordance with Fund policies.

     The Coordinating Trustee and the Chair of each committee of the Boards, together with their independent legal counsel and Fund counsel, met with representatives of DMC and Macquarie Group to discuss the Transaction in very preliminary terms. Thereafter, the Independent Trustees, together with their independent legal counsel and Fund counsel, participated in a combination of four separate in-person meetings and telephone conference calls with representatives of DMC and Macquarie Group. In addition, management of DMC and certain Independent Trustees met in person or by telephone on several other occasions during the months preceding the Boards’ in-person meeting on September 3, 2009. At these meetings and on these telephone calls, the Transaction and future plans for DMC and the Funds were discussed at length. Finally, the Independent Trustees consulted with their independent legal counsel in executive sessions on numerous occasions during the time period covered by the negotiation of the Transaction and discussed, among other things, the legal standards applicable to their review of the New Investment Advisory Agreements and certain other contracts and considerations relevant to their deliberations on whether to approve the New Investment Advisory Agreements.

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     At the in-person meetings and telephonic conference calls, the Trustees discussed the Transaction with DMC management and with key Macquarie Group representatives. The meetings included discussions of the strategic rationale for the Transaction as discussed above under “Description of the Transaction,” and Macquarie Group’s general plans and intentions regarding the Funds and DMC. On these occasions, representatives of DMC and Macquarie Group made presentations to, and responded to questions from, the Trustees. The Board members also inquired about the plans for, and anticipated roles and responsibilities of, key employees and officers of DMHI and DMC in connection with the Transaction.

     In connection with the Trustees’ review of the New Investment Advisory Agreements, DMC and/or Macquarie Group emphasized that:

  • They expected that there will be no adverse changes as a result of the Transaction in the nature, quality, or extent of services currently provided to the Funds and their shareholders, including investment management, distribution, or other shareholder services;

  • No material changes in personnel or operations are currently contemplated in the operation of DMC under Macquarie Group as a result of the Transaction and no material changes are currently contemplated in connection with third party service providers to the Funds;

  • Macquarie Group has no present intention to cause DMC to alter the voluntary expense limitations and reimbursements currently in effect for the Funds; and

  • Under the Transaction Agreement, Macquarie Bank Limited has agreed to conduct, and to cause its affiliates to conduct, their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act with respect to the Funds to the extent within its control, including maintaining Board composition of at least 75% of the Board members qualifying as Independent Trustees and not imposing any “unfair burden” on the Funds for at least two years from the Closing.

     In addition to the information provided by DMC and Macquarie Group as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the New Investment Advisory Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, for each Fund, the Trustees determined that the overall arrangements between the Fund and DMC, as provided in its respective New Investment Advisory Agreement, including the proposed advisory fees and

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the related administration arrangements between the Fund and DMC, were fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the Trustees considered relevant. Factors evaluated included:

  • The potential for expanding distribution of Fund shares through access to Macquarie Group’s existing distribution channels;

  • Delaware Investments’ acquisition of an exclusive wholesaling sales force from a subsidiary of LNC;

  • The reputation, financial strength, and resources of Macquarie Group as well as its historic and ongoing commitment to the asset management business in Australia and other parts of the world;

  • The terms and conditions of the New Investment Advisory Agreements, including that each Fund’s contractual fee rate under the New Investment Advisory Agreements will remain the same (see “The New Investment Advisory Agreements” above);

  • The Boards’ full annual review (or initial approval) of the Current Investment Advisory Agreements at their in-person meeting in May 2009 as required by the 1940 Act and their determination at that time that (i) DMC had the capabilities, resources, and personnel necessary to provide the satisfactory advisory and administrative services currently provided to each Fund and (ii) the advisory and/or management fees paid by each Fund, taking into account any applicable fee limitations and breakpoints, represented reasonable compensation to DMC in light of the services provided, the costs to DMC of providing those services, economies of scale, and the fees and other expenses paid by similar funds and such other matters that the Boards considered relevant in the exercise of their reasonable judgment;

  • The portfolio management teams for the Funds are not currently expected to change as a result of the Transaction;

  • LNIC’s and Macquarie Bank Limited’s execution of an agreement with the Trusts (the “Expense Agreement”) pursuant to which LNIC and Macquarie Bank Limited have agreed to pay (or reimburse) all reasonable out-of-pocket costs and expenses of the Funds in connection with the Boards’ consideration of the Transaction, the New Investment Advisory Agreements and related agreements, and all costs related to proxy solicitation (subject to certain limited exceptions);

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  • The likelihood that Macquarie Group would invest additional amounts in Delaware Investments, including DMC, which could result in increased assets under management, which would in turn allow some Funds the potential opportunity to achieve economies of scale and lower fees payable by Fund shareholders; and

  • The compliance and regulatory history of Macquarie Group and its affiliates.

     Certain of these considerations are discussed in more detail below.

     In making their decision relating to the approval of each Fund’s New Investment Advisory Agreement, the Independent Trustees gave attention to all information furnished. The following discussion, however, identifies the primary factors taken into account by the Trustees and the conclusions reached in approving the New Investment Advisory Agreements.

     Nature, Extent, and Quality of Service. The Trustees considered the services historically provided by DMC to the Funds and their shareholders. In reviewing the nature, extent, and quality of services, the Boards considered that the New Investment Advisory Agreements will be substantially similar to the Current Investment Advisory Agreements (as discussed above under “The New Investment Advisory Agreements”), and they therefore considered the many reports furnished to them throughout 2008 and 2009 at regular Board meetings covering matters such as the relative performance of the Funds; the compliance of portfolio managers with the investment policies, strategies, and restrictions for the Funds; the compliance of management personnel with the Code of Ethics adopted throughout the Delaware Investments® Family of Funds; and the adherence to fair value pricing procedures as established by the Boards. The Trustees were pleased with the current staffing of DMC and the emphasis placed on research and risk management in the investment process. Favorable consideration was given to DMC’s efforts to maintain expenditures and, in some instances, increase financial and human resources committed to Fund matters.

     The Boards also considered the transfer agent and shareholder services that would continue to be provided to Fund shareholders by DMC’s affiliate, DSC. The Boards routinely review and have been impressed by DSC’s performance. The Trustees noted, in particular, DSC’s commitment to maintain a high level of service as well as DSC’s expenditures to improve the delivery of shareholder services. The Boards were assured that shareholders would continue to receive the benefits provided to Fund shareholders by being part of the Delaware Investments Family of Funds, including each shareholder’s ability to exchange an investment in one Fund for the same class of shares in another Fund without a sales charge, to reinvest Fund dividends into additional shares of any of the Funds, and the privilege to combine holdings in other Funds to obtain a reduced sales charge.

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     Based on the information provided by DMC and Macquarie Group, including that Macquarie Group and DMC currently expected no material changes as a result of the Transaction in (i) personnel or operations of DMC or (ii) third party service providers to the Funds, the Boards concluded that the satisfactory nature, extent, and quality of services currently provided to the Funds and their shareholders were very likely to continue under the New Investment Advisory Agreements. Moreover, the Boards concluded that the Funds would probably benefit from the expanded distribution resources that would become available to Delaware Investments following the Transaction. The Boards also concluded that it was very unlikely that any “unfair burden” would be imposed on any of the Funds for the first two years following the Closing as a result of the Transaction. Consequently, the Boards concluded that they did not expect the Transaction to result in any adverse changes in the nature, quality, or extent of services (including investment management, distribution, or other shareholder services) currently provided to the Funds and their shareholders.

     Investment Performance. The Boards considered the overall investment performance of DMC and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. Although the Trustees gave appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to their review of investment performance in connection with the approval of the Current Investment Advisory Agreements at the Board meeting held in May 2009. At that meeting, the Trustees reviewed reports for each Fund prepared by Lipper, Inc., an independent statistical compilation organization (“Lipper”), which showed the Fund’s investment performance as of December 31, 2008 in comparison to a group of funds selected by Lipper as being similar to the Fund (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest performance ranked last. The highest/best performing 25% of funds in the Performance Universe made up the first quartile; the next 25% made up the second quartile; the next 25% made up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe made up the fourth quartile. Annualized investment performance for each Fund was shown for the past 1-, 3-, 5-, and 10-year periods, to the extent applicable, compared to that of the Performance Universe. The Boards’ objective was that each Fund’s performance for the periods considered be at or above the median of its Performance Universe. During the May 2009 review process, the Trustees observed the significant improvements to relative investment performance of the funds in the Delaware Investments® Family of Funds as compared to the funds’ performance as of December 31, 2007.

     At their meeting on September 3, 2009, the Trustees, including the Independent Trustees in consultation with their independent counsel, updated their examination of the investment performance of each fund in the Delaware Investments Family

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of Funds. The Trustees compared the performance of each fund in the Delaware Investments® Family of Funds to that of its respective Performance Universe for the 1-, 3-, 5-, and 10-year periods ended June 30, 2009 and compared its relative investment performance against the corresponding relative investment performance of each fund in the Delaware Investments Family of Funds for such time periods ended December 31, 2008, to the extent applicable. As of June 30, 2009, 30 of the funds in the Delaware Investments Family of Funds had investment performance relative to that of the respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for all applicable time periods. At June 30, 2009, an additional six funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for a majority of the applicable time periods. At June 30, 2009, 15 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for an equal number of the applicable time periods, and only 29 funds in the Delaware Investments Family of Funds had poorer relative investment performance at June 30, 2009 compared to that at December 31, 2008.

     The Boards therefore concluded that the investment performance of the funds in the Delaware Investments Family of Funds on an aggregate basis had continued to improve relative to their respective Performance Universe since the data reviewed at the May 2009 meeting.Based on information provided by DMC and Macquarie Group, the Boards concluded that neither the Transaction nor the New Investment Advisory Agreement would likely have an adverse effect on the investment performance of any Fund because (i) DMC and Macquarie Group did not currently expect the Transaction to cause any material change to the Funds’ portfolio management teams responsible for investment performance, which the Boards found to be satisfactory and improving, (ii) as discussed in more detail below, the Funds’ expenses were not expected to increase as a result of the Transaction, (iii) the Trustees thought it was extremely unlikely that the Funds would bear any Transaction-related expenses, and (iv) there was not expected to be any “unfair burden” imposed on the Funds as a result of the Transaction.

     Comparative Expenses.The Trustees also evaluated expense comparison data for the Funds previously considered in May 2009. At that meeting, DMC had provided the Boards with information on pricing levels and fee structures for the Funds and comparative funds. The Trustees focused on the comparative analysis of the effective management fees and total expense ratios of each Fund versus the effective management fees and expense ratios of a group of funds selected by Lipper as being similar to each Fund (the “Expense Group”). In reviewing comparative costs, each

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Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) of other funds within the Expense Group, taking into account any applicable breakpoints and fee limitations. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees also considered fees paid to Delaware Investments for non-management services. The Trustees’ objective was for each Fund’s total expense ratio to be competitive with that of the funds in the Expense Group. According to the Lipper reports furnished for the May 2009 meeting, the effective management fees and total expense ratios for a majority of the funds in the Delaware Investments® Family of Funds were below the respective Expense Group median. At the September 3, 2009 meeting, DMC advised the Boards that the more recent comparative expenses for the Funds remained consistent with the previous review in May 2009, and consequently the Trustees concluded that expenses of the Funds were satisfactory.

     The Boards also considered the Expense Agreement in evaluating Fund expenses. The Expense Agreement provides that LNIC and Macquarie Bank Limited will pay or reimburse the Trusts for all reasonable out-of-pocket costs and expenses in connection with the Transaction and the consideration of the New Investment Advisory Agreements (subject to certain limited exceptions). These obligations of LNIC and Macquarie Bank Limited apply regardless of whether or not the Transaction is consummated. As a result, the Funds will bear no costs in connection with or related to evaluating the Transaction or seeking or obtaining shareholder approval of the New Investment Advisory Agreements (other than as described above).

     Based on information provided by DMC and Macquarie Group, the Boards concluded that neither the Transaction nor the New Investment Advisory Agreements would likely have an adverse effect on the Funds’ expenses because (i) each Fund’s contractual fee rates under the New Investment Advisory Agreements would remain the same, (ii) the Boards were assured by DMC and Macquarie Group that they had no current intention to change DMC’s existing voluntary expense limitations and reimbursement policy as a result of the Transaction, (iii) under the Expense Agreement, the Funds would be reimbursed for all reasonable out-of-pocket costs and expenses in connection with the Transaction and the related proxy solicitation (subject to certain limited exceptions), (iv) consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the Closing, and (v) the expense ratios of certain Funds might decline as a result of the possible increased investment in Delaware Investments by Macquarie Group, as discussed below under “Economies of Scale.”

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     Management Profitability. At their meeting on September 3, 2009, the Boards evaluated DMC’s profitability in connection with the operation of the Funds. The Boards had previously considered DMC’s profitability in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed an analysis that addressed the overall profitability of Delaware Investments’ business in providing management and other services to each of the Funds and the Delaware Investments® Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability.

     At the May 2009 meeting, representatives of DMC had stated that the level of profits of DMC, to a certain extent, reflected operational cost savings and efficiencies initiated by Delaware Investments (including DMC and its affiliates that provide services to the Funds). The Boards considered Delaware Investments’ efforts to improve services provided to Fund shareholders and to meet additional regulatory and compliance requirements resulting from recent industry-wide SEC initiatives. At that meeting, the Boards found that the management fees charged were reasonable in light of the services rendered and the level of profitability of DMC. At the September 3, 2009 meeting, DMC advised the Boards that DMC did not expect the Transaction to affect materially the profitability of Delaware Investments compared to the level of profitability considered during the May 2009 review. Moreover, the Trustees reviewedpro forma balance sheets of certain key companies in Delaware Investments as of June 30, 2009 (which were provided by Macquarie Group and DMC in response to the Trustees’ requests), and evaluated the projections of Delaware Investments’ capitalization following the Transaction for purposes of evaluating the financial ability of Delaware Investments to continue to provide the nature, extent, and quality of services as it had under the Current Investment Advisory Agreement.

     Based on information provided by DMC and Macquarie Group, the Boards concluded that DMC and Delaware Investments would be sufficiently capitalized following the Transaction to continue the same level and quality of services to the Funds under the New Investment Advisory Agreements as was the case under the Current Investment Advisory Agreements. The Board also concluded that Macquarie Group had sufficient financial strength and resources, as well as an ongoing commitment to a global asset management business, to continue investing in Delaware Investments, including DMC to the extent that Macquarie Group determined it was appropriate. Finally, because services and costs were expected to be substantially the same (and that DMC had represented that, correspondingly, profitability would be about the same), under the New Investment Advisory Agreements as under the Current Investment Advisory Agreements, the Trustees concluded that the profitability of Delaware Investments would not result in an inequitable charge on the Funds or

24


their shareholders. Accordingly, the Boards concluded that the fees charged under the New Investment Advisory Agreements would be reasonable in light of the services to be provided and the expected profitability of DMC.

     Economies of Scale. The Trustees considered whether economies of scale would be realized by Delaware Investments as each Fund’s assets increase and the extent to which any economies of scale would be reflected in the management fees charged. The Trustees took into account DMC’s practice of maintaining the competitive nature of management fees based on its analysis of fees charged by comparable funds. DMC management believed, and the Boards agreed, that the Funds were priced with breakpoints and relatively low management fees to reflect potential economies of scale to Fund shareholders.

     The Boards also acknowledged Macquarie Group’s statement that the Transaction would not by itself immediately provide additional economies of scale given Macquarie Group’s limited presence in the U.S. mutual fund market. Nonetheless, the Trustees concluded that additional economies of scale could potentially be achieved in the future if DMC were owned by Macquarie Group as a result of Macquarie Group’s willingness to invest additional amounts in Delaware Investments if appropriate opportunities arise. The Board further concluded that potential economies of scale could be achieved as a result of Delaware Investments’ expanded distribution capabilities arising from the Transaction, as well as opportunities that might arise from Macquarie Group’s global asset management business.

     Fall-Out Benefits. The Boards acknowledged that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities and that DMC’s profitability would likely be somewhat lower without the benefit of practices with respect to allocating Fund portfolio brokerage for brokerage and research services. The Boards also considered that Macquarie Group and Delaware Investments may derive reputational, strategic, and other benefits from their association with the Delaware Investments® Family of Funds, including service relationships with DMC, DSC, and DDLP, and evaluated the extent to which Delaware Investments might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments Family of Funds and the benefits from allocation of Fund brokerage to improve trading efficiencies. However, the Boards concluded that (i) any such benefits under the New Investment Advisory Agreements would not be dissimilar from those existing under the Current Investment Advisory Agreements, (ii) such benefits did not impose a cost or burden on the Funds or their shareholders, and (iii) such benefits would probably have an indirectly beneficial effect on the Funds and their shareholders because of the added importance that DMC and Macquarie Group might attach to the Funds as a result of the fall-out benefits that the Funds conveyed.

25


     The Transaction Agreement.The Trustees reviewed the Transaction Agreement in advance of the September 3, 2009 meeting. The Trustees considered the terms of the Transaction Agreement, including those related to Section 15(f) of the 1940 Act and that LNIC and Macquarie Bank Limited will bear the expenses related to the Funds’ proxy solicitation. At the meeting, the Trustees discussed the purchase price to be paid and noted the conditions to the Closing, including the requirements for obtaining consents to the change in control from Delaware Investments’ advisory clients, such as the Funds. The Trustees believed that Delaware Investments’ ability to continue to manage the general account assets of certain LNC subsidiaries was important because it allowed Delaware Investments’ overhead expenses to be spread over a larger base of assets under management and thus potentially reduce costs to the Funds and their shareholders as compared to the costs that might apply if Delaware Investments did not manage the general account assets. Consequently, the Trustees evaluated the provisions of the Transaction Agreement related to the management of those assets and concluded that those provisions were satisfactory and likely to be beneficial to Fund shareholders.

     Board Review of Macquarie Group.The Trustees reviewed detailed information supplied by Macquarie Group about its operations as well as other information regarding Macquarie Group provided by independent legal counsel to the Independent Trustees. As previously noted, to consider Delaware Investments’ ability to continue to provide the same level and quality of services to the Funds, the Boards requested, received and reviewedpro forma balance sheets of certain key companies in Delaware Investments as of June 30, 2009, which projected Delaware Investments’ capitalization following the Transaction. Based on this review, the Trustees concluded that Delaware Investments would continue to have the financial ability to maintain the high quality of services required by the Funds. The Trustees noted that there would be a limited transition period during which some services previously provided by LNC to Delaware Investments would continue to be provided by LNC after the Closing, and concluded that this arrangement would help minimize disruption in Delaware Investments’ provision of services to the Funds following the Transaction.

     Macquarie Group described its proposed changes to Delaware Investments’ corporate governance, primarily through the anticipated addition of certain Macquarie Group officers to DMHI’s board of directors and to Delaware Investments’ distribution and product management affiliates. The Trustees considered favorably Macquarie Group’s statement that it had no current intention to change the executive, administrative, investment, or support staff of Delaware Investments in any significant way as a result of the Transaction. Macquarie Group described the proposed harmonization of the compensation system in use at Delaware Investments with the compensation plan used by Macquarie Group, including short-term and

26


long-term incentive compensation and equity interests for executive officers and investment personnel. Macquarie Group described its current intention to enhance certain administrative and operational areas of DMC following the Transaction, including information technology, product management, and risk management.

     The Boards considered Macquarie Group’s support for Delaware Investments’ plans for Fund distribution by transferring wholesalers from Lincoln Financial Distributors, Inc., LNC’s retail distributor, to Delaware Investments, and Macquarie Group’s current intention to leave the Funds’ other service providers in place. The Boards also considered Macquarie Group’s current strategic plans to increase its asset management activities, one of its core businesses, particularly in North America, and its statement that its acquisition of DMC is an important component of this strategic growth and the establishment of a significant presence in the United States. Based in part on the information provided by DMC and Macquarie Group, the Boards concluded that Macquarie Group’s acquisition of Delaware Investments could potentially enhance the nature, quality, and extent of services provided to the Funds and their shareholders.

     DMC and Macquarie Group explained to the Boards that, as a subsidiary of an Australian authorized deposit-taking institution, Delaware Investments would become subject to certain Australian regulatory oversight and requirements following the Transaction, including those related to disclosure, fund holdings, affiliated transactions, advisory agreements, and expense limitation agreements. DMC and Macquarie Group also explained to the Boards that certain exemptive relief had been provided to Macquarie Group by the Australian bank regulator in anticipation of the Transaction, and the Boards were informed of the nature of future relief that may be required. Based on the information provided and representations made by DMC and Macquarie Group, the Board concluded that the Australian bank regulatory requirements would not have a material effect on the operations of DMC or the Funds, including DMC’s ability to continue in its discretion to provide voluntary expense limitations and reimbursements to the Funds or to contribute appropriate levels of seed capital to new funds.

     The Boards noted that DMC has placed brokerage transactions with a broker/ dealer affiliate of Macquarie Group and received research in connection with those transactions. In addition, certain other Macquarie Group affiliates participate as underwriters for securities offerings outside of the United States. Consequently, the Boards determined to have DMC report to them regularly to monitor any brokerage transactions with Macquarie Group affiliates for compliance with the requirements of Section 15(f) and Section 17(e) of the 1940 Act, and to ensure compliance with the Funds’ procedures under Rule 10f-3 promulgated under the 1940 Act for offerings in which a Macquarie Group affiliate is a member of the underwriting syndicate.

27


     Conclusion. The Independent Trustees of each Trust deliberated in executive session; the entire Board of each Fund, including the Independent Trustees, then approved each New Investment Advisory Agreement. The Boards concluded that the advisory fee rate under each New Investment Advisory Agreement is reasonable in relation to the services provided and that execution of the New Investment Advisory Agreement is in the best interests of the shareholders. For each Fund, the Trustees noted that they had concluded in their most recent advisory agreement continuance considerations in May 2009 that the management fees and total expense ratios were at acceptable levels in light of the quality of services provided to the Funds and in comparison to those of the Funds’ respective peer groups; that the advisory fee schedule would not be increased and would stay the same for all of the Funds; that the total expense ratio had not changed materially since that determination; and that DMC had represented that the overall expenses for each Fund were not expected to be adversely affected by the Transaction. The Trustees also noted, with respect to the Funds that currently had the benefit of voluntary fee limitations, that Macquarie Group had no present intention to cause DMC to alter any voluntary expense limitations or reimbursements currently in effect for the Funds. On that basis, the Trustees concluded that the total expense ratio and proposed advisory fee for the Funds anticipated to result from the Transaction was acceptable. In approving each New Investment Advisory Agreement, each Board stated that it anticipated reviewing the continuance of the agreement in advance of the expiration of the initial two-year period.

Required vote

     To become effective with respect to a particular Fund, the New Investment Advisory Agreement for that Fund must be approved by a 1940 Act Majority vote of the Fund’s outstanding voting securities. The approval of one Fund’s New Investment Advisory Agreement is not contingent on the approval of any other Fund’s New Investment Advisory Agreement. Each New Investment Advisory Agreement was approved separately by the Independent Trustees and by the Board of the applicable Trust as a whole after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Board of each Trust also determined to submit each applicable Fund’s New Investment Advisory Agreement for consideration by the shareholders of the Fund. If the shareholders of a Fund do not approve the Fund’s New Investment Advisory Agreement, the Board of that Fund will consider other possible courses of action for the Fund, including entering into an interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.

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VOTING INFORMATION

How will shareholder voting be handled?

     Only shareholders of record of the Funds at the close of business on September 18, 2009 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. If sufficient votes to approve a Proposal for a Fund are not received by the date of the Meeting, the Meeting may be adjourned for that Fund or for that Proposal to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy cards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposals) that properly come before the Meeting. A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting with respect to that Fund. The Meeting may also be adjourned by the Chairperson of the Meeting.

     Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and broker non-votes will have no effect on Proposal 1 but will have the same effect as a vote “against” Proposal 2. Broker non-votes are proxies from brokers or nominees indicating that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote. This generally occurs only when there is another matter at the meeting for which the brokers or nominees do have discretionary authority to vote, such as Proposal 1.

How do I ensure my vote is accurately recorded?

     You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted in favor of all the Trustee Nominees in Proposal 1 and “For” Proposal 2. Your proxies will also be voted in 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.

29


May I revoke my proxy?

     You may revoke your proxy at any time for a Fund before it is voted by sending a written notice to the 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 matter legally comes 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 matters described in this Proxy Statement. The table in Appendix N shows as of July 31, 2009, as to each class of voting securities of the Funds, the number of shares outstanding.

What is the Quorum requirement?

     A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (331/3%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.

Who will pay the expenses of the Meeting?

     Under the Expense Agreement, all reasonable out-of-pocket costs and expenses incurred by the Funds related to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in connection with the Meeting, will be reimbursed by Macquarie Bank Limited and LNIC (subject to certain limited exceptions). The Funds have engaged Computershare Fund Services, Inc. (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $750,000. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. The agreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.

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What other solicitations will be made?

     This proxy solicitation is being made by the Boards for use at the Meeting. In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. Reasonable out-of-pocket expenses of broker/dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with the proxy solicitation will be shared equally by LNIC and Macquarie Bank Limited as provided above. In addition to solicitations by mail, officers and employees of the Trusts, DMC, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews. The Funds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.

     As the Meeting date approaches, you may receive a telephone call from a representative of Computershare if your votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

     In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information elicited matches the information previously provided to Computershare, then the Computershare representative has the responsibility to explain the voting process, read the Proposals listed on the proxy card, and ask for the shareholder’s instructions on the Proposals. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Computershare will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.

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Why did my household receive only one copy of this Proxy Statement?

     Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address(a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to P.O. Box 219691, Kansas City, MO 64121-9691, by overnight courier service to 430 W. 7th Street, Kansas City, MO 64105, or by calling toll-free 800 523-1918.

How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement for a future shareholder meeting?

     The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders. Each Fund is, however, required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies, objectives or restrictions of the Fund. Each Trust 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 the Board, or the President of the 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 that 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 that Fund within a reasonable period of time before the Board’s solicitation relating to that meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Trusts, David F. Connor, at the address of the Funds given above.

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How may I communicate with the Boards?

     Shareholders who wish to communicate to the Boards may address correspondence to Ann R. Leven, Coordinating Trustee for the Trusts, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103. Shareholders may also send correspondence to the Coordinating Trustee, or any individual Trustee, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).

MORE INFORMATION ABOUT THE FUNDS

     Transfer Agency Services.DSC, 2005 Market Street, Philadelphia, Pennsylvania 19103, an affiliate of DMC, acts as the shareholder servicing, dividend disbursing, and transfer agent for the Funds. For its shareholder servicing, dividend disbursing services, and transfer agency services, DSC is paid an annual per account charge of $11.00 for each open account and $6.50 for each closed account on its records and each account held on a sub-accounting system maintained by firms that hold accounts on an omnibus basis. These charges are assessed monthly on a pro rata basis and determined by using the number of shareholder and retirement accounts maintained as of the last calendar day of each month. Compensation is fixed each year and approved by each Board, including a majority of the Independent Trustees.

     DST Systems, Inc. (“DST”), 430 W. 7th Street, Kansas City, Missouri 64105, provides subtransfer agency services to the Funds. In connection with these services, DST administers the overnight investment of cash pending investment in a Fund or payment of redemptions. The proceeds of this investment program are used to offset the Funds’ transfer agency expenses.

     Fund Accountants. The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, New York 10286-0001, provides fund accounting and financial administration services to each Fund. Those services include performing functions related to calculating each Fund’s net asset value (“NAV”) and providing financial reporting information, regulatory compliance testing, and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.

     DSC provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSC an asset-based

33


fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DSC for the services described above are allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis.

     Distribution Services. Pursuant to distribution agreements with each Trust, DDLP, 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for the Funds. DDLP pays the expenses of the promotion and distribution of the Funds’ shares, except for payments by the Funds on behalf of Class A Shares, Class B Shares, Class C Shares, and Class R Shares, as applicable under their respective 12b-1 Plans. DDLP also receives sales loads in connection with the purchase and redemption of certain classes of shares. DDLP is an indirect subsidiary of DMHIand is an affiliate of DMC. The Boards annually review fees paid to DDLP.

     Following the Transaction, DDLP will be primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. This function is currently provided by Lincoln Financial Distributors, Inc. (“LFD”), 130 N. Radnor-Chester Road, Radnor, Pennsylvania 19087-5221, pursuant to a contractual arrangement with DDLP. LFD is owned by LNC and is an affiliate of DDLP and DMC.

     No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC during the Fund’s most recently completed fiscal year.

PRINCIPAL HOLDERS OF SHARES

     As of July 31, 2009, the officers and Trustees of the Trusts, as a group, owned less than 1% of the outstanding voting shares of each Fund or class thereof, except as noted in Appendix O.

     To the best knowledge of the Trusts, as of July 31, 2009, no person, except as set forth in Appendix P, owned of record 5% or more of the outstanding shares of any class of any Fund. Except as noted in Appendix P, the Trusts have no knowledge of beneficial ownership of 5% or more of the outstanding shares of any class of any Fund.

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APPENDICES TO
PROXY STATEMENT

APPENDIX A — TRUSTS AND SERIES USING THIS
PROXY STATEMENT
A-1 
APPENDIX B — TRUSTEES OF THE TRUSTSB-1 
APPENDIX C — NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
C-1 
APPENDIX D — FUND SHARE BENEFICIAL OWNERSHIP BY
TRUSTEE NOMINEES
D-1 
APPENDIX E — TRUSTEE COMPENSATIONE-1 
APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTSF-1 
APPENDIX G — AUDITOR INFORMATIONG-1 
APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURESH-1 
APPENDIX I — FORM OF NEW INVESTMENT ADVISORY
AGREEMENTS
I-1 
APPENDIX J — CURRENT INVESTMENT ADVISORY AGREEMENTS:
DATES OF APPROVALS
J-1 
APPENDIX K — FEES PAID TO DMC AND AFFILIATESK-1 
APPENDIX L — OTHER FUNDS ADVISED BY DMCL-1 
APPENDIX M — TRUSTEES AND OFFICERS OF DMCM-1 
APPENDIX N — NUMBER OF SHARES OF EACH FUND
OUTSTANDING AS OF JULY 31, 2009
N-1 
APPENDIX O — 1% SHARE OWNERSHIPO-1 
APPENDIX P — 5% SHARE OWNERSHIPP-1 

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APPENDIX A — TRUSTS AND SERIES USING THIS PROXY
STATEMENT

Trust    Funds
Delaware Group®Adviser FundsDelaware Diversified Income Fund
Delaware U.S. Growth Fund
Delaware Group Cash ReserveDelaware Cash Reserve Fund
Delaware Group Equity Funds IDelaware Mid Cap Value Fund
Delaware Group Equity Funds IIDelaware Large Cap Value Fund
Delaware Value®Fund
Delaware Group Equity Funds IIIDelaware American Services Fund
Delaware Small Cap Growth Fund
Delaware Trend®Fund
Delaware Group Equity Funds IVDelaware Global Real Estate Securities Fund
Delaware Growth Opportunities Fund
Delaware Healthcare Fund
Delaware Group Equity Funds VDelaware Dividend Income Fund
Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
Delaware Group Foundation FundsDelaware Aggressive Allocation Portfolio1
Delaware Conservative Allocation Portfolio2
 Delaware Foundation®Equity Fund
Delaware Moderate Allocation Portfolio3
____________________

1     

On October 21, 2009, the name will be changed to Delaware Foundation Growth Allocation Fund.

 
2

On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.

 
3

On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.


A-1



Trust    Funds
Delaware Group Global & International FundsDelaware Emerging Markets Fund
Delaware Focus Global Growth Fund
Delaware Global Value Fund
Delaware International Value Equity Fund
Delaware Group Government FundDelaware Core Plus Bond Fund
Delaware Inflation Protected Bond Fund
Delaware Group Income FundsDelaware Corporate Bond Fund
Delaware Extended Duration Bond Fund
Delaware High-Yield Opportunities Fund
Delaware Group Limited-Term Government FundsDelaware Limited-Term Diversified Income Fund
Delaware Group State Tax-Free Income TrustDelaware Tax-Free Pennsylvania Fund
Delaware Group Tax-Free FundDelaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money FundDelaware Tax-Free Money Fund
Delaware Pooled®Trust Delaware REIT Fund
(also known as The Real Estate Investment Trust Portfolio)
Voyageur Insured FundsDelaware Tax-Free Arizona Fund
Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund

A-2



Trust    Funds
Voyageur Mutual FundsDelaware Minnesota High-Yield Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free California Fund
 Delaware Tax-Free Idaho Fund
Delaware Tax-Free New York Fund
Voyageur Mutual Funds IIDelaware Tax-Free Colorado Fund
Voyageur Mutual Funds IIIDelaware Large Cap Core Fund
Delaware Select Growth Fund
Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund

A-3


APPENDIX B — TRUSTEES OF THE TRUSTS

Number of
Portfolios
Principalin FundOther
Position(s)Occupation(s)Complex Directorships
Name, Address,Held withLength ofDuring PastOverseenHeld by
and Birth Date    the Trusts    Time Served    5 Years    by Trustee    Trustee
Interested Trustee
 
Patrick P. Coyne1Chairman,ChairmanPatrick P. Coyne81Director – Kaydon
2005 Market StreetPresident,and Trusteehas served inCorp.
Philadelphia, PAChiefsince various executive 
19103ExecutiveAugust 16,capacities at
Officer, and2006different times
April 1963Trusteeat Delaware
PresidentInvestments.2
and Chief 
 Executive
 Officer since
August 1,
2006 
____________________
 
1     

Mr. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC.

 
2

Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment adviser, principal underwriter, and transfer agent.


B-1



Number of
Portfolios
Principalin FundOther
Position(s)Occupation(s) ComplexDirectorships
Name, Address,Held withLength ofDuring PastOverseenHeld by
and Birth Date    the Trusts    Time Served    5 Years    by Trustee    Trustee
Independent Trustees
 
Thomas L. BennettTrusteeSince MarchPrivate81Director — Bryn Mawr
2005 Market Street2005Investor —Bank Corp. (BMTC)
Philadelphia, PA(March 2004 –(April 2007 – Present)
19103Present)
 
October 1947Investment
Manager —
Morgan Stanley 
& Co.
(January 1984 –
March 2004)
 
John A. FryTrusteeSincePresident —81Director —
2005 Market StreetJanuary 2001Franklin &Community Health
Philadelphia, PAMarshall CollegeSystems
19103(June 2002 –
 Present)
May 1960
Executive Vice
President —
University of  
Pennsylvania 
(April 1995 –
June 2002) 
 
Anthony D. KnerrTrusteeSince April Founder and81None
2005 Market Street1990Managing
Philadelphia, PADirector —
19103 Anthony Knerr
 & Associates
December 1938  (Strategic
Consulting)
(1990 – Present)
 
Lucinda S. LandrethTrusteeSince MarchChief81None
2005 Market Street2005Investment
Philadelphia, PAOfficer —
19103Assurant, Inc.
(Insurance)
June 1947(2002 – 2004) 

B-2



Number of
Portfolios
Principalin FundOther
Position(s)Occupation(s) ComplexDirectorships
Name, Address,Held withLength ofDuring PastOverseenHeld by
and Birth Date    the Trusts    Time Served    5 Years    by Trustee    Trustee
Independent Trustees (continued)  
 
Ann R. LevenCoordinatingSinceConsultant —81None
2005 Market StreetTrusteeOctoberARL Associates
Philadelphia, PA1989(Financial
19103Planning)
(1983 – Present)
November 1940
 
Thomas F. MadisonTrusteeSince MayPresident and81Director and Chair
2005 Market Street19973Chief Executiveof Compensation
Philadelphia, PAOfficer — MLMCommittee, Governance
19103Partners, Inc.Committee Member —
(Small BusinessCenterPoint Energy
February 1936Investing &
Consulting)Lead Director and
(January 1993 –Chair of Audit
Present)and Governance
Committees, Member
 of Compensation
Committee —
Digital River Inc.
 
  Director and Chair of
  Governance Committee,
   Audit Committee
   Member —
 Rimage Corporation
 
Director and Chair
of Compensation
Committee —
Spanlink
Communications
 
Lead Director
and Member of
Compensation
and Governance
Committees — Valmont
Industries, Inc.
____________________
 
3    

In 1997, several funds managed by Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into the Delaware Investments®Family of Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 until 1997.

B-3



Number of
Portfolios
Principalin FundOther
Position(s)Occupation(s)ComplexDirectorships
Name, Address,Held withLength ofDuring PastOverseenHeld by
and Birth Date    the Trusts    Time Served    5 Years    by Trustee    Trustee
Independent Trustees (continued) 
 
Janet L. YeomansTrusteeSince AprilVice President81None
2005 Market Street1999and Treasurer
Philadelphia, PA(January 2006 –
19103Present),
Vice President
July 1948— Mergers &
Acquisitions
(January 
2003 – January
2006), and Vice
President 
(July 1995 –
January 2003)
3M Corporation
 
J. Richard ZecherTrusteeSince MarchFounder —81Director and Audit
2005 Market Street2005InvestorCommittee Member —
Philadelphia, PAAnalytics Investor Analytics
19103(Risk 
Management)
July 1940(May 1999 – 
Present) 
 
Founder —
 Sutton Asset
  Management
 (Hedge Fund)
 (September
1996 – Present) 

B-4


APPENDIX C — NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER

Nominating and Corporate Governance Committee Charter

DELAWARE INVESTMENTS FAMILY OF FUNDS

Nominating and Corporate Governance Committee Membership

     The Nominating and Corporate Governance Committee (the “Committee”) shall be composed of not less than three members, each of whom shall be independent as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any national securities exchange on which any fund of the Delaware Investments Family of Funds (each a “Fund”) is listed, and the Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and members of the Committee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.

Board Nominations

1.     

Independent Directors/Trustees. Independent Directors/Trustees for the open and closed-end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers.

 
2.

Chair of the Board. The Committee shall nominate the Chair of the Board.

 
3.

Committees. The Committee shall annually review the membership of and annually recommend persons to serve as members of each committee of the Board. The Committee shall also review the continued appropriateness


C-1



 of existing committees and consider the addition of new committees. The Committee shall also make recommendations for members of any new committee established by the Board.
 
4.     Affiliated Directors/ Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board.
 
5.Shareholder Recommendations. The Committee shall respond to shareholders who communicate with the Board.
 
6.Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.

Corporate Governance

1.     The Committee shall evaluate annually the ability to each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as required based on the Committee’s evaluation.
 
2.The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues.
 
3.At least annually, the Committee shall review the amount of compensation payable to the independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure.
 
4.The Committee shall monitor the performance of counsel for the independent Directors/Trustees.
 
5.The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees.

Other Powers and Responsibilities

1.     The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s).

C-2



2.     The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees.
 
3.The Committee shall review annually the Board of Directors/Trustees Policies and Practices.
 
4.The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy.
 
5.The Committee shall perform such other functions that shall be delegated to it from time to time by the Board.

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APPENDIX D — FUNDSHAREBENEFICIALOWNERSHIP BYTRUSTEENOMINEES

     Thefollowing tableshows the dollar range of shares of the Funds and theaggregate dollar range of shares of theDelawareInvestments®Family of Funds that arebeneficially owned by eachTrusteeNominee as of June 30, 2009.

Thomas L. Patrick P.John A.Anthony D. Lucinda S.Ann R.Thomas F.Janet L.J. Richard
Fund    Bennett    Coyne    Fry    Knerr    Landreth    Leven    Madison    Yeomans    Zecher
Delaware Aggressive Allocation Portfolio1---------
Delaware American Services Fund----$10,001 -----
$50,000
Delaware Cash Reserve Fund-$50,001 --Over$10,001 -----
$100,000$100,000$50,000
Delaware Conservative Allocation Portfolio2---------
Delaware Core Plus Bond Fund-$10,001 ------- -
$50,000
Delaware Corporate Bond Fund---------
Delaware Diversified Income Fund- $10,001 ---$10,001 -----
 $50,000$50,000 
Delaware Dividend Income Fund-----$10,001 -$1 ---
   $50,000$10,000
Delaware Emerging Markets Fund--- - --$1 -$10,001 --
   $10,000$50,000
Delaware Extended Duration Bond Fund-$10,001 --------
$50,000
Delaware Focus Global Growth Fund---------
Delaware Foundation®Equity Fund---------
Delaware Global Real Estate Securities Fund---------

D-1



Thomas L. Patrick P.John A.Anthony D. Lucinda S.Ann R.Thomas F.Janet L.J. Richard
Fund   Bennett   Coyne   Fry   Knerr   Landreth   Leven   Madison   Yeomans   Zecher
Delaware Global Value Fund----$1 -----
$10,000
Delaware Growth Opportunities Fund---------
Delaware Healthcare Fund---------
Delaware High-Yield Opportunities Fund---------
Delaware Inflation Protected Bond Fund---------
Delaware International Value Equity Fund-$50,001 ----$10,001 -$1 ---
$100,000$50,000$10,000
Delaware Large Cap Core Fund---------
Delaware Large Cap Value Fund$10,001 -$50,001 -Over-$10,001 - $50,001 - $1 - --
$50,000$100,000$100,000$50,000$100,000$10,000
Delaware Limited-Term Diversified Income Fund-Over-------
$100,000
Delaware Mid Cap Value Fund---------
Delaware Minnesota High-Yield Municipal Bond Fund---- -----
Delaware Moderate Allocation Portfolio3-$10,001 -----$1 ---
$50,000$10,000
Delaware National High-Yield Municipal Bond Fund-- -------
Delaware REIT Fund -$10,001 -$1 ----$1 ---
(also known as The Real Estate Investment Trust Portfolio)$50,000$10,000$10,000
Delaware Select Growth Fund---$10,001 --$10,001 -$1 -$10,001 --
$50,000$50,000$10,000$50,000
Delaware Small Cap Core Fund----$10,001 -----
$50,000

D-2



Thomas L. Patrick P.John A.Anthony D. Lucinda S.Ann R.Thomas F.Janet L.J. Richard
Fund    Bennett    Coyne    Fry    Knerr    Landreth    Leven    Madison    Yeomans    Zecher
Delaware Small Cap Growth Fund---------
Delaware Small Cap Value Fund-$50,001 -$1 -$1 - $10,000-$10,001 ----
$100,000$10,000$50,000 
Delaware Tax-Free Arizona Fund---------
Delaware Tax-Free California Fund---------
Delaware Tax-Free Colorado Fund---------
Delaware Tax-Free Idaho Fund---------
Delaware Tax-Free Minnesota Fund---------
Delaware Tax-Free Minnesota Intermediate Fund------- --
Delaware Tax-Free Money Fund-Over-------
$100,000
Delaware Tax-Free New York Fund---------
Delaware Tax-Free Pennsylvania Fund---------
Delaware Tax-Free USA Fund---------
Delaware Tax-Free USA Intermediate Fund------ ---
Delaware Trend®Fund- --------
Delaware U.S. Growth Fund ---- - ----
Delaware Value®Fund---------
        Aggregate dollar range of shares of the$10,001 -Over Over OverOverOver$10,001 -Over$10,001 -
        Delaware Investments® Family of Funds:$50,000$100,000$100,000$100,000$100,000$100,000$50,000$100,000$50,000
____________________
 
1   On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund.
 
2   On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.
 
3   On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.

D-3


APPENDIX E —TRUSTEECOMPENSATION

     Thefollowing tabledescribes theaggregatecompensationreceived by theIndependentTrustees from each Trust and the totalcompensationreceived from theDelawareInvestments®Funds for which he or she served as aTrustee for the 12-month period ended June 30, 2009. Only theIndependentTrusteesreceivedcompensation from the Trust.

Thomas L.John A.Anthony D.Lucinda S.Ann R.Thomas F.Janet L.J. Richard
Trust    Bennett    Fry    Knerr    Landreth    Leven    Madison    Yeomans    Zecher
Delaware Group®Adviser Funds$39,430$33,839$37,907$34,772$44,904$38,304$33,159$35,323
Delaware Group Cash Reserve$4,600$3,950$4,426$4,064$5,246$4,473$3,876$4,122
Delaware Group Equity Funds I$1,409$1,234$1,063$1,182$1,101$1,207$1,061$1,102
Delaware Group Equity Funds II$9,968$8,569$9,594$8,838$11,397$9,748$8,475$8,957
Delaware Group Equity Funds III$5,289$4,546$5,075$4,704$6,047$5,167$4,524$4,756
Delaware Group Equity Funds IV$2,155$1,854$2,073$1,914$2,465$2,106$1,836$1,938
Delaware Group Equity Funds V$7,545$6,482$7,246$6,696$8,618$7,368$6,429$6,776
Delaware Group Foundation Funds$1,644$1,411$1,592$1,443$1,877$1,600$1,369$1,481
Delaware Group Global & International Funds$8,992$7,728$8,634$7,995$10,289$8,805 $7,700$8,091
Delaware Group Government Fund$2,144$1,849$2,070$1,899$2,452$2,091$1,810$1,928
Delaware Group Income Funds$9,618$8,235$9,230$8,457$10,932$9,337$8,073$8,604
Delaware Group Limited-Term Government Funds$3,235$2,794$3,145$2,852$3,708$3,157$2,699$2,918
Delaware Group State Tax-Free Income Trust$4,619$3,957$4,431$4,067$5,250$4,477$3,877 $4,129
Delaware Group Tax-Free Fund$9,079$7,780$8,719$7,987 $10,323$8,805$7,610$8,118
Delaware Group Tax-Free Money Fund$164$139$156$143$184 $157$136$145
Delaware Pooled®Trust$29,434$25,305$28,273 $26,154$33,638$28,771$25,133$26,450
Voyageur Insured Funds$1,198$1,027$1,150$1,056$1,363$1,162$1,008$1,072
Voyageur Intermediate Tax Free Funds $663 $569 $638$583$754$643$555$593
Voyageur Mutual Funds$3,731$3,201$3,582$3,289$4,244$3,619$3,137$3,338
Voyageur Mutual Funds II$2,205$1,889$2,115$1,941$2,506$2,137$1,851$1,971
Voyageur Mutual Funds III$1,834$1,581$1,771$1,631$2,104$1,798$1,563$1,654
Voyageur Tax Free Funds$5,549$4,759$5,330$4,890$6,314$5,383$4,660$4,965
TOTAL – 12-month period ended June 30, 2009$195,000$167,500$187,500$172,500$222,500$190,000$165,000$175,000

E-1


APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTS

Number of
Portfolios
Principalin FundOther
Position(s)Occupation(s) ComplexDirectorships
Name, Address,Held withLength ofDuring PastOverseenHeld by
and Birth Date    the Trusts    Time Served    5 Years    by Officer    Officer
Patrick P. CoyneChairman,Chairman andPatrick P. Coyne81Director — Kaydon
2005 Market StreetPresident,Trustee sincehas served inCorp.
Philadelphia, PAChiefAugust 16,various executive
19103Executive2006capacities at
Officer, anddifferent times
April 1963TrusteePresidentat Delaware
and ChiefInvestments.1
Executive
Officer since
August 1,
2006
 
David P. O’ConnorSenior ViceSenior ViceDavid P.81None2
2005 Market StreetPresident,President,O’Connor has
Philadelphia, PAGeneralGeneralserved in various
19103Counsel, andCounsel, andexecutive and
Chief LegalChief Legallegal capacities
February 1966OfficerOfficer sinceat different times
October 2005at Delaware
Investments.
 
Richard SalusSenior ViceChiefRichard Salus81None2
2005 Market StreetPresidentFinancialhas served in
Philadelphia, PAand ChiefOfficer sincevarious executive
19103FinancialNovembercapacities at
Officer2006different times
October 1963at Delaware
Investments.
 
David F. ConnorViceVice PresidentDavid F. Connor81None2
2005 Market StreetPresident,sincehas served as
Philadelphia, PADeputySeptemberVice President
19103General2000 andand Deputy
Counsel, andSecretaryGeneral Counsel
December 1963Secretarysince Octoberat Delaware
2005Investments since
2000.
 
Daniel V. GeatensViceTreasurerDaniel V. Geatens81None2
2005 Market StreetPresident andsince Octoberhas served in
Philadelphia, PATreasurer2007various capacities
19103at different times
at Delaware
October 1972Investments.

F-1


____________________
 
1     Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment adviser, principal underwriter, and transfer agent.
 
2David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in capacities for the six portfolios of the Optimum Fund Trust that are virtually identical to the capacities in which they serve for the Funds, as set forth above. The Optimum Fund Trust has the same investment adviser, principal underwriter, and transfer agent as the Funds.

F-2


APPENDIX G — AUDITOR INFORMATION

     The following table shows, for each Trust:

     Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.

     Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y for tax compliance, tax advice and tax planning.

     Affiliate Audit-Related Fees. The aggregate fees billed by E&Y for services relating to the performance of the audit of the financial statements of DMC and other service providers under common control with DMC and that relate directly to the operations or financial reporting of the Trusts.

     Aggregate Non-Audit Fees. The aggregate non-audit fees billed by E&Y for services rendered to the Trusts and to DMC and other service providers under common control with DMC.

AffiliateAggregate
AuditTaxAudit-Non-
Trust    Fees    Fees    Related Fees    Audit Fees
Delaware Group®Adviser Funds
              10/31/08$174,400$72,465$19,074$324,467
              10/31/07$117,000$46,900$19,074$301,262
Delaware Group Cash Reserve 
              3/31/09 $27,000$9,150$19,074$261,152
              3/31/08$23,800$8,650$19,074$263,012
Delaware Group Equity Funds I 
              10/31/08$25,700$6,300$19,074$258,302
              10/31/07$17,100$5,350$19,074$259,712
Delaware Group Equity Funds II 
              11/30/08$91,800$34,300$19,074$288,302
              11/30/07$86,100$35,600$19,074$289,962
Delaware Group Equity Funds III
              6/30/09$49,100$14,950$19,074$264,064
              6/30/08$64,700$20,550$19,074$274,912

G-1



AffiliateAggregate
AuditTaxAudit-Non-
Trust    Fees    Fees    Related Fees    Audit Fees
Delaware Group® Equity Funds IV
              9/30/08$40,900$10,350$19,074$262,352
              9/30/07$40,500$13,800$19,074$268,162
Delaware Group Equity Funds V
              11/30/08$93,200$32,650$19,074$286,652
              11/30/07$89,800$34,650$19,074$289,012
Delaware Group Foundation Funds
              9/30/08$49,000$14,380$19,074$266,382
              9/30/07$32,700$7,250$19,074$261,612
Delaware Group Global & International Funds
              11/30/08$94,100$44,490$19,074$298,492
              11/30/07$96,400$47,485$19,074$301,847
Delaware Group Government Fund
              7/31/09$26,600$6,700$19,074$258,702
              7/31/08$23,600$5,700$19,074$260,062
Delaware Group Income Funds
              7/31/08$80,700$25,000$19,074$277,002
              7/31/07$79,200$26,700$19,074$281,062
Delaware Group Limited-Term Government Funds
              12/31/08$17,200$4,950$19,074$258,952
              12/31/07$15,900$4,750$19,074$259,112
Delaware Group State Tax-Free Income Trust
              2/28/09$28,000$9,550$19,074$261,552
              2/29/08$26,900$10,050$19,074$264,412
Delaware Group Tax-Free Fund
              8/31/08$54,600$18,500$19,074$270,502
              8/31/07$62,400$22,200$13,400$270,888
Delaware Group Tax-Free Money Fund
              4/30/09$9,900$1,950$19,074$253,952
              4/30/08$10,000$1,950$19,074$256,312

G-2



AffiliateAggregate
AuditTaxAudit-Non-
Trust    Fees    Fees    Related Fees    Audit Fees
Delaware Pooled®Trust
              10/31/08$372,800$147,505$19,074$399,507
              10/31/07$368,500$129,520$19,074$383,882
Voyageur Insured Funds
              8/31/08$14,300$3,750$19,074$255,752
              8/31/07$14,000$3,950$13,400$252,638
Voyageur Intermediate Tax Free Funds
              8/31/08$11,500$2,550$19,074$254,552
              8/31/07$11,000$2,450$13,400$251,138
Voyageur Mutual Funds
              8/31/08$61,700$14,650$19,074$266,652
              8/31/07$60,200$14,850$13,400$263,538
Voyageur Mutual Funds II
              8/31/08$18,200$5,450$19,074$257,452
              8/31/07$17,900$5,750$13,400$254,438
Voyageur Mutual Funds III
              4/30/09$29,400$7,900$19,074$259,902
              4/30/08$30,600$9,000$19,074$263,362
Voyageur Tax Free Funds
              8/31/08$31,300$10,950$19,074$262,952
              8/31/07$45,700$14,650$13,400$263,338

G-3


APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURES

     The Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth below.

AUDIT COMMITTEE OF THE
DELAWARE INVESTMENTS FAMILY OF FUNDS
PROCEDURES FOR ENGAGEMENT
OF
INDEPENDENT AUDITORS
FOR AUDIT AND NON-AUDIT SERVICES

I.Objective

     These procedures (the “Procedures”) set forth the understanding of the Audit Committee of the Delaware Investments Family of Funds (the “Funds”) regarding the retention of the Funds’ independent auditors (the “Auditors”) to provide: (i) audit and permissible non-audit services to the Funds; (ii) non-audit services to the Funds’ investment advisers, and to any “control affiliates” (as defined below) of such investment advisers, that relate directly to the Funds’ operations or financial reporting; and (iii) certain other non-audit services to the Funds’ investment advisers and their control affiliates. The purpose of these Procedures is to ensure the Auditors’ independence and objectivity with respect to their audit services to the Funds.

II.Approval Procedures

A.Services provided to the Funds.

     The engagement of the Auditors to provide audit or non-audit services to the Funds (referred to herein as “Fund Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement.

     The engagement of the Auditors to provide the Fund Services listed on Annex I-A hereto, which include services customarily required by one or more of the Funds in the ordinary course of their operations, is hereby approved by the Audit Committee.

     The engagement of the Auditors to provide any other Fund Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.

H-1


     The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).

B.Fund-related services provided to Adviser entities.

     The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser” is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as “Adviser entities”) for purposes of these Procedures.

     The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee.

     The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.

     The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund-Related Adviser Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).

C.Certain other services provided to Adviser entities.

     The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to

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the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees.

III.Internal Controls

     The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees that are required to be disclosed annually in compliance with Independence Standards Board No. 1.

     The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above.

IV.Pre-Approval Process

     Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows:

  • a brief written request shall be prepared detailing the proposed engagement with explanation as to why the work is proposed to be performed by the Auditors (e.g., particular expertise, timing, etc.);
     
  • the request should be addressed to the Audit Committee with copies to the Funds’ Chief Financial Officer and Chief Legal Officer;
     
  • if time reasonably permits, the request shall be included in the meeting materials for the upcoming Audit Committee meeting when the Committee will consider the proposed engagement and approve or deny the request;
     
  • should the request require more immediate action, the written request should be e-mailed, faxed or otherwise delivered to the Audit Committee Chairperson, with copies to the Funds’ Chief Financial Officer and Chief Legal Officer, followed by a telephone call to the Chairperson of

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the Audit Committee. The Chairperson of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chairperson’s discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal. Should the Chairperson of the Audit Committee be unavailable, any other member of the Audit Committee may serve as an alternate for the purpose of approving or denying the request.

V.Scope of Procedures

     These Procedures shall apply to both direct and indirect engagements of the Auditors. Indirect engagements are situations where the Auditors are engaged by a service provider to a Fund or Adviser entity at an Adviser entity’s explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity).

VI.Periodic Certification by Auditors

     In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures.

VII.Amendments; Annual Approval by Audit Committee

     These Procedures may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the Auditors and DMC. These Procedures shall be reviewed and approved at least annually by the Audit Committee. Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of such approval.

Initially Approved: December 15, 2005Last Approved: November 20, 2008

ANNEX I-A - PRE-APPROVED FUND SERVICES

                                       Service            Range of Fees
Audit Services  
Statutory audits or financial audits for new Funds up to $25,000 per Fund

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                                       Service            Range of Fees
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters  up to $10,000 per Fund
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”) up to $25,000 in the aggregate
Audit-Related Services  
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”) up to $25,000 in the aggregate
Tax Services  
U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.) up to $25,000 in the aggregate

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                                       Service            Range of Fees
U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) up to $5,000 per Fund
Review of federal, state, local and international income, franchise and other tax returns up to $5,000 per Fund

ANNEX I-B - PRE-APPROVED FUND-RELATED ADVISER SERVICES

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

ANNEX II - ADVISER ENTITIES

     Delaware Management Business Trust; Delaware Distributors, L.P.; Lincoln Financial Distributors, Inc.; Delaware Service Company, Inc.; Retirement Financial Services, Inc.

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APPENDIX I — FORM OF NEW INVESTMENT ADVISORY AGREEMENTS

     AGREEMENT, made by and between[NAME OF INVESTMENT COMPANY], a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Investment Manager”).

WITNESSETH:

     WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

     WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities;

     WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of providing investment management services; and

     WHEREAS, the Trust, on behalf of each Fund, and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provide investment management services to each Fund.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:

     1. The Trust hereby employs the Investment Manager to manage the investment and reinvestment of each Fund’s assets and to administer its affairs, subject to the direction of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent of the Trust or the Funds. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Fund’s investments as the Investment

I-1


Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities.

     2. The Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting, and financial administration fees; taxes; federal and state registration fees; and other costs and expenses approved by the Board of Trustees. Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family of funds (including the Trust). Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity.

     In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them.

     3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares.

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(b)Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Manager may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager exercises investment discretion.

    4. As compensation for the investment services to be rendered to a particularFund by the Investment Manager under the provisions of this Agreement, the Trust shall pay monthly to the Investment Manager exclusively from that Fund’s assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto.

     If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.

     5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.

     6. The services to be rendered by the Investment Manager to the Trust under the provisions of this Agreement are not to be deemed to be exclusive. The Investment Manager, its trustees, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment

I-3


companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust or to any other investment company, corporation, association, firm or individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.

     7. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the Trust’s investment adviser, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates may have the right permanently to adopt and to use the words “Delaware,” “Delaware Investments” or “Delaware Group” in their names and in the names of any series or class of shares of such funds.

     8. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Trust, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise.

     9. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular Fund as of the effective date set forth in Exhibit A for that Fund, only if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of that Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

(b)This Agreement (and Exhibit A hereto) may be amended without the approval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Trust, on behalf of the applicable Fund, and the Investment Manager.

(c)This Agreement may be terminated as to any Fund by the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the Investment Manager of the Trust’s intention to do so, pursuant to action by the Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securities

I-4


of the affected Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice to the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment.

     10. This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto.

     11. For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning ascribed to them in the 1940 Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the ___ day of _________, ____.

DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business Trust
[NAME OF INVESTMENT COMPANY]
on behalf of the Funds listed on Exhibit A


 
By
Name 
Title
 
By
Name 
Title


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EXHIBIT A

     THIS EXHIBIT to the Investment Management Agreement betweenDELAWARE [TRUST NAME] andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the “Investment Manager”), entered into as of the ___ day of __________, _____ (the “Agreement”) lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.

Fund Name (Trust Name)      Effective Date      Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate
Delaware Diversified Income Fund _______, 200__0.55% on first $500 million
(Delaware Group Adviser Funds) 0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware U.S. Growth Fund_______, 200__0.65% on first $500 million
(Delaware Group Adviser Funds)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Cash Reserve Fund_______, 200__0.45% on first $500 million
(Delaware Group Cash Reserve)0.40% on next $500 million
0.35% on next $1.5 billion
0.30% on assets in excess of $2.5 billion
Delaware Mid Cap Value Fund_______, 200__0.75% on first $500 million
(Delaware Group Equity Funds I)0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Large Cap Value Fund_______, 200__0.65% on first $500 million
(Delaware Group Equity Funds II)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion

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Fund Name (Trust Name)      Effective Date      Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate
Delaware Value Fund_______, 200__0.65% on first $500 million
(Delaware Group Equity Funds II)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware American Services Fund_______, 200__0.75% on first $500 million
(Delaware Group Equity Funds III)0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Small Cap Growth Fund_______, 200__1.00% on first $250 million
(Delaware Group Equity Funds III)0.90% on next $250 million
0.75% on assets in excess of $500 million
Delaware Trend Fund_______, 200__0.75% on first $500 million
(Delaware Group Equity Funds III)0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Global Real Estate Securities Fund_______, 200__0.99% on first $100 million
(Delaware Group  Equity Funds IV)0.90% on next $150 million
0.80% on assets in excess of $250 million
Delaware Growth Opportunities Fund_______, 200__0.75% on first $500 million
(Delaware Group Equity Funds IV)0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Healthcare Fund_______, 200__0.85% on first $500 million
(Delaware Group Equity Funds IV)0.80% on next $500 million
0.75% on next $1.5 billion
0.70% on assets in excess of $2.5 billion

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Fund Name (Trust Name)      Effective Date      Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate
Delaware Dividend Income Fund_______, 200__0.65% on first $500 million
(Delaware Group Equity Funds V)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Small Cap Core Fund_______, 200__0.75% on first $500 million
(Delaware Group Equity Funds V)0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Small Cap Value Fund_______, 200__0.75% on first $500 million
(Delaware Group Equity Funds V)0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Aggressive Allocation Portfolio_______, 200__0.65% on first $500 million
(Delaware Group Foundation Funds)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Conservative Allocation Portfolio_______, 200__0.65% on first $500 million
(Delaware Group Foundation Funds)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Foundation Equity Fund_______, 200__0.65% on first $500 million
(Delaware Group Foundation Funds)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Moderate Allocation Portfolio_______, 200__0.65% on first $500 million
(Delaware Group Foundation Funds)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion

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Fund Name (Trust Name)      Effective Date      Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate
Delaware Emerging Markets Fund_______, 200__1.25% on first $500 million
(Delaware Group Global & International Funds)1.20% on next $500 million
1.15% on next $1.5 billion
1.10% on assets in excess of $2.5 billion
Delaware Focus Global Growth Fund_______, 200__0.85% on first $500 million
(Delaware Group Global & International Funds)0.80% on next $500 million
0.75% on next $1.5 billion
0.70% on assets in excess of $2.5 billion
Delaware Global Value Fund_______, 200__0.85% on first $500 million
(Delaware Group Global & International Funds)0.80% on next $500 million
0.75% on next $1.5 billion
0.70% on assets in excess of $2.5 billion
Delaware International Value Equity Fund_______, 200__0.85% on first $500 million
(Delaware Group Global & International Funds)0.80% on next $500 million
0.75% on next $1.5 billion
0.70% on assets in excess of $2.5 billion
Delaware Core Plus Bond Fund_______, 200__0.55% on first $500 million
(Delaware Group Government Fund)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Inflation Protected Bond Fund_______, 200__0.45% on first $500 million
(Delaware Group Government Fund)0.40% on next $500 million
0.35% on next $1.5 billion
0.30% on assets in excess of $2.5 billion
Delaware Corporate Bond Fund_______, 200__0.50% on first $500 million
(Delaware Group Income Funds)0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion

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Fund Name (Trust Name)      Effective Date      Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate
Delaware Extended Duration Bond Fund_______, 200__0.55% on first $500 million
(Delaware Group Income Funds)0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of $2.5 billion
Delaware High-Yield Opportunities Fund_______, 200__0.65% on first $500 million
(Delaware Group Income Funds)0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Limited-Term Diversified Income Fund_______, 200__0.50% on first $500 million
(Delaware Group Limited-Term Government Funds)0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free Pennsylvania Fund_______, 200__0.55% on first $500 million
(Delaware Group State Tax-Free Income Trust)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free USA Fund_______, 200__0.55% on first $500 million
(Delaware Group Tax-Free Fund)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free USA Intermediate Fund_______, 200__0.50% on first $500 million
(Delaware Group Tax-Free Fund)0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free Money Fund_______, 200__0.45% on first $500 million
(Delaware Group Tax-Free Money Fund)0.40% on next $500 million
0.35% on next $1.5 billion
0.30% on assets in excess of $2.5 billion

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Fund Name (Trust Name)      Effective Date      Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate
Delaware REIT Fund_______, 200__0.75% on first $500 million
(also known as The Real Estate Investment Trust Portfolio)0.70% on next $500 million
(Delaware Pooled Trust)0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Tax-Free Arizona Fund_______, 200__0.50% on first $500 million
(Voyageur Insured Funds)0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free Minnesota Intermediate Fund_______, 200__0.50% on first $500 million
(Voyageur Intermediate Tax Free Funds)0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 million
Delaware Minnesota High-Yield Municipal Bond Fund_______, 200__0.55% on first $500 million
(Voyageur Mutual Funds)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware National High-Yield Municipal Bond Fund_______, 200__0.55% on first $500 million
(Voyageur Mutual Funds)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free California Fund_______, 200__0.55% on first $500 million
(Voyageur Mutual Funds)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free Idaho Fund_______, 200__0.55% on first $500 million
(Voyageur Mutual Funds)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion

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Fund Name (Trust Name)      Effective Date      Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate
Delaware Tax-Free New York Fund_______, 200__0.55% on first $500 million
(Voyageur Mutual Funds)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Tax-Free Colorado Fund_______, 200__0.55% on first $500 million
(Voyageur Mutual Funds II)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
Delaware Large Cap Core Fund_______, 200__0.65% on the first $500 million
(Voyageur Mutual Funds III)0.60% on the next $500 million
0.55% on the next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware Select Growth Fund_______, 200__0.75% on first $500 million
(Voyageur Mutual Funds III)0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware Tax-Free Minnesota Fund_______, 200__0.55% on first $500 million
(Voyageur Tax Free Funds)0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion

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APPENDIX J — CURRENT INVESTMENT ADVISORY AGREEMENTS:
DATES OF APPROVALS

Fund (Trust)      Date of Current
Investment Advisory
Agreement
      Date Last Approved by
Shareholders*
Delaware Diversified Income Fund
(Delaware Group®Adviser Funds)
June 28, 2002June 28, 2002
Delaware U.S. Growth Fund
(Delaware Group Adviser Funds)
November 23, 1999November 23, 1999
Delaware Cash Reserve Fund
(Delaware Group Cash Reserve)
December 15, 1999December 15, 1999
Delaware Mid Cap Value Fund
(Delaware Group Equity Funds I)
January 30, 2008January 30, 2008
Delaware Large Cap Value Fund
(Delaware Group Equity Funds II)
November 23, 1999November 23, 1999
Delaware Value® Fund
(Delaware Group Equity Funds II)
November 23, 1999November 23, 1999
Delaware American Services Fund
(Delaware Group Equity Funds III)
December 22, 1999December 22, 1999
Delaware Small Cap Growth Fund
(Delaware Group Equity Funds III)
June 26, 2001June 26, 2001
Delaware Trend® Fund
(Delaware Group Equity Funds III)
August 27, 1999March 17, 1999
Delaware Global Real Estate Securities Fund
(Delaware Group Equity Funds IV)
September 28, 2007September 28, 2007

J-1



Fund (Trust)      Date of Current
Investment Advisory
Agreement
      Date Last Approved by
Shareholders*
Delaware Growth Opportunities Fund
(Delaware Group®Equity Funds IV)
April 19, 2001April 19, 2001
Delaware Healthcare Fund
(Delaware Group Equity Funds IV)
September 28, 2007September 28, 2007
Delaware Dividend Income Fund
(Delaware Group Equity Funds V)
November 23, 1999November 23, 1999
Delaware Small Cap Core Fund
(Delaware Group Equity Funds V)
November 23, 1999November 23, 1999
Delaware Small Cap Value Fund
(Delaware Group Equity Funds V)
November 23, 1999November 23, 1999
Delaware Aggressive Allocation Portfolio
(Delaware Group Foundation Funds)1
September 17, 2008March 17, 1999
Delaware Conservative Allocation Portfolio
(Delaware Group Foundation Funds)2
September 17, 2008March 17, 1999
Delaware Foundation® Equity Fund
(Delaware Group Foundation Funds)
May 21, 2009May 21, 2009
Delaware Moderate Allocation Portfolio
(Delaware Group Foundation Funds)3
September 17, 2008March 17, 1999
Delaware Emerging Markets Fund
(Delaware Group Global & International Funds)
September 24, 2004August 31, 2004

J-2



Date of Current
Investment AdvisoryDate Last Approved by
Fund (Trust)      Agreement      Shareholders*
Delaware Focus Global Growth FundDecember 29, 2008December 29, 2008
(Delaware Group® Global & International Funds)
Delaware Global Value FundMarch 30, 2006August 31, 2004
(Delaware Group Global & International Funds)
Delaware International Value Equity FundSeptember 24, 2004August 31, 2004
(Delaware Group Global & International Funds) 
Delaware Core Plus Bond FundSeptember 29, 1999March 17, 1999
(Delaware Group Government Fund) 
Delaware Inflation Protected Bond FundNovember 29, 2004November 26, 2004
(Delaware Group Government Fund)
Delaware Corporate Bond FundSeptember 29, 1999September 29, 1999
(Delaware Group Income Funds)
Delaware Extended Duration Bond FundSeptember 29, 1999September 29, 1999
(Delaware Group Income Funds)
Delaware High-Yield Opportunities FundSeptember 29, 1999 September 29, 1999
(Delaware Group Income Funds)
Delaware Limited-Term Diversified Income Fund December 15, 1999December 15, 1999
(Delaware Group Limited-Term Government Funds)
Delaware Tax-Free Pennsylvania FundMay 1, 2000May 1, 2000
(Delaware Group State Tax-Free Income Trust)

J-3



Date of Current
Investment AdvisoryDate Last Approved by
Fund (Trust)     Agreement     Shareholders*
Delaware Tax-Free USA FundNovember 1, 1999November 1, 1999
(Delaware Group®Tax-Free Fund)
Delaware Tax-Free USA Intermediate FundNovember 1, 1999November 1, 1999
(Delaware Group Tax-Free Fund)
Delaware Tax-Free Money FundAugust 27, 1999August 27, 1999
(Delaware Group Tax-Free Money Fund)
The Real Estate Investment Trust PortfolioDecember 15, 1999March 17, 1999
(also known as Delaware REIT Fund) (Delaware Pooled®Trust) 
Delaware Tax-Free Arizona FundNovember 1, 1999November 1, 1999
(Voyageur Insured Funds)
Delaware Tax-Free Minnesota Intermediate FundNovember 1, 1999November 1, 1999
(Voyageur Intermediate Tax Free Funds) 
Delaware Minnesota High-Yield Municipal Bond FundNovember 1, 1999March 17, 1999
(Voyageur Mutual Funds)
Delaware National High-Yield Municipal Bond FundNovember 1, 1999November 1, 1999
(Voyageur Mutual Funds) 
Delaware Tax-Free California FundNovember 1, 1999November 1, 1999
(Voyageur Mutual Funds)
Delaware Tax-Free Idaho FundNovember 1, 1999 November 1, 1999
(Voyageur Mutual Funds)

J-4



Date of Current
Investment AdvisoryDate Last Approved by
Fund (Trust)     Agreement     Shareholders*
Delaware Tax-Free New York Fund
(Voyageur Mutual Funds)
November 1, 1999November 1, 1999
Delaware Tax-Free Colorado Fund
(Voyageur Mutual Funds II)
November 1, 1999November 1, 1999
Delaware Large Cap Core Fund
(Voyageur Mutual Funds III)
August 31, 2006August 31, 2006
Delaware Select Growth Fund
(Voyageur Mutual Funds III)
December 15, 1999December 15, 1999
Delaware Tax-Free Minnesota Fund
(Voyageur Tax Free Funds)
November 1, 1999November 1, 1999
____________________
 
1     

On October 21, 2009, the name will be changed to Delaware Foundation® Growth Allocation Fund.

 
2

On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.

 
3

On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.

 
*

In general, each Current Investment Advisory Agreement was last approved by shareholders (or, to the extent applicable, the initial shareholder) of the relevant Fund either in connection with the initial approval of such agreement, in connection with a later amendment or redomestication requiring such approval, as part of a complex-wide shareholder meeting held in 1999, or as part of a shareholder meeting held in 2004 to vote on, among other things, the appointment of DMC as investment adviser to the Fund.

     Each Fund’s advisory fee under the New Investment Advisory Agreement and the Current Investment Advisory Agreement is identical. Exhibit A to Appendix I lists the advisory fees for each Fund.

J-5


APPENDIX K — FEES PAID TO DMC ANDAFFILIATES

     Thefollowing table lists the Funds byinvestmentcategory, andincludes for the fiscal yearsindicated theaggregateamount of DMC’s fee paid by each Fundindicated and theamounts paid by each Fund toaffiliates of DMC during the fiscal year and for thepurposesindicated. All fees are shown net of anyapplicable waivers andreimbursements.

Transfer
Fiscal YearAdvisory FeesAdministration FeesDistribution FeesAgency Fees
Fund    Ended    ($)    ($)    ($)    ($)
EQUITY
Delaware Aggressive Allocation Portfolio9/30/081,4752,380 215,28286,139
Delaware American Services Fund6/30/091,346,87571,4141,016,499831,687
Delaware Conservative Allocation Portfolio9/30/0815,7242,222147,491 18,751
Delaware Dividend Income Fund11/30/082,904,87833,3674,204,5021,278,360 
Delaware Emerging Markets Fund11/30/0810,061,60340,9253,475,9701,403,351
Delaware Focus Global Growth Fund111/30/08N/AN/AN/AN/A
Delaware Foundation®Equity Fund110/31/08N/AN/AN/AN/A
Delaware Global Value Fund11/30/08477,2004,015447,088252,427 
Delaware Growth Opportunities Fund9/30/083,141,092 24,6611,592,0741,709,076
Delaware Healthcare Fund9/30/08(30,345)121- 269
Delaware International Value Equity Fund 11/30/085,845,743  38,9482,303,6091,553,386
Delaware Large Cap Core Fund4/30/09  (257)85- 231
Delaware Large Cap Value Fund 11/30/08 5,949,98549,455 3,135,809 1,900,663
Delaware Mid Cap Value Fund10/31/08(36,366)103 37 143
Delaware Moderate Allocation Portfolio9/30/0832,8342,614213,51055,166

K-1



Transfer
Fiscal YearAdvisory FeesAdministration FeesDistribution FeesAgency Fees
Fund    Ended    ($)    ($)    ($)    ($)
Delaware Select Growth Fund4/30/09822,06210,668942,4431,427,081
Delaware Small Cap Core Fund11/30/08441,4753,923229,562203,528
Delaware Small Cap Growth Fund6/30/09(10,211)55963,44771,843
Delaware Small Cap Value Fund11/30/083,412,71323,5902,009,7201,350,774
Delaware Trend®Fund6/30/09N/A17,7811,426,1341,367,689
Delaware U.S. Growth Fund10/31/084,418,04443,260843,673937,742
Delaware Value®Fund11/30/082,216,064175,8521,400,382924,320 
REAL ESTATE 
Delaware Global Real Estate Securities Fund9/30/08(56,829)126- 134
Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio)10/31/082,106,02715,159 976,866 1,057,506
FIXED INCOME TAXABLE 
Delaware Core Plus Bond Fund7/31/08 378,075 12,530294,515 163,769
Delaware Corporate Bond Fund7/31/082,192,28665,520 1,701,318836,390
Delaware Diversified Income Fund10/31/0814,912,383159,25613,466,5593,480,627
Delaware Extended Duration Bond Fund7/31/08733,05229,162 730,900578,387
Delaware High-Yield Opportunities Fund7/31/08 793,63118,588680,157294,012
Delaware Inflation Protected Bond Fund 7/31/08207,4936,77064,55522,691
Delaware Limited-Term Diversified Income Fund12/31/08897,83012,087638,764363,217

K-2



Transfer
Fiscal YearAdvisory FeesAdministration FeesDistribution FeesAgency Fees
Fund    Ended    ($)    ($)    ($)    ($)
FIXED INCOME TAX EXEMPT
Delaware Minnesota High-Yield Municipal Bond Fund8/31/08695,09011,502621,53090,277
Delaware National High-Yield Municipal Bond Fund8/31/08313,2835,946263,70352,373
Delaware Tax-Free Arizona Fund8/31/08483,56211,292  499,20959,338
Delaware Tax-Free California Fund8/31/08 434,7587,605402,45041,824
Delaware Tax-Free Colorado Fund8/31/081,374,394 20,604 750,906128,035
Delaware Tax-Free Idaho Fund 8/31/08 385,3856,910344,47540,265
Delaware Tax-Free Minnesota Fund8/31/08 3,340,86548,9181,850,281298,962
Delaware Tax-Free Minnesota Intermediate Fund8/31/08233,6964,531147,01934,723
Delaware Tax-Free Money Fund 4/30/09(13,812)878- 13,919
Delaware Tax-Free New York Fund8/31/0859,322 1,496  76,712 14,095
Delaware Tax-Free Pennsylvania Fund2/28/092,646,92225,1591,304,013 280,994
Delaware Tax-Free USA Fund8/31/083,038,07855,8811,857,104419,011
Delaware Tax-Free USA Intermediate Fund8/31/081,455,00429,234819,000389,646
MONEY MARKET
Delaware Cash Reserve Fund3/31/092,090,83625,006201,131549,206
____________________
 
1     

The Fund had not commenced operations and thus had no fees paid for the period noted.

K -3


APPENDIX L —OTHERFUNDSADVISED BY DMC

     DMCprovidesinvestmentadvisoryservices to otherregistered funds that haveinvestmentobjectives similar to those of the Funds. For each such fund, thefollowing table sets forth byinvestmentcategory the fund’s name, the fund’s net assets as of July 31, 2009, the rate of DMC’scompensation, andwhether DMC haswaived,reduced, orotherwise agreed to reduce itscompensation under theapplicablecontract. For fundssubadvised by DMC, the net assets shown are only the portion of the fund’s assets that are under themanagement of DMC.

Fund Net AssetsManagement Fee Schedule
(as of 7/31/09)(as a percentage of average dailyWaiver
Fund     ($)     net assets) Annual Rate     (Y/N)
EQUITY 
Delaware Enhanced Global Dividend and Income Fund143,626,698 1.00%N
Delaware Investments Dividend and Income Fund, Inc.59,683,6300.55%N
Delaware Investments Global Dividend and Income Fund, Inc. 31,563,148 0.70% N
The Emerging Markets Portfolio1608,767,4391.00%N
The Focus Smid-Cap Growth Equity Portfolio12,800,8700.75%Y
The International Equity Portfolio1901,424,8610.75%N
The Labor Select International Equity Portfolio1747,573,5510.75%N
The Large-Cap Growth Equity Portfolio1245,411,6700.55%Y
The Large-Cap Value Equity Portfolio19,686,3770.55%Y
The Mid-Cap Growth Equity Portfolio14,065,931 0.75%Y
The Select 20 Portfolio19,816,096 0.75%Y
The Small-Cap Growth Equity Portfolio1507,6680.75%Y

L-1



Fund Net AssetsManagement Fee Schedule
(as of 7/31/09) (as a percentage of average dailyWaiver
Fund    ($)    net assets) Annual Rate    (Y/N)
Delaware VIP® Emerging Markets Series442,609,2931.25% on first $500 millionN
 1.20% on next $500 million
1.15% on next $1.5 billion
 1.10% on assets in excess of $2.5 billion
Delaware VIP Growth Opportunities Series24,047,5670.75% on first $500 millionN
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware VIP International Value Equity Series97,145,0780.85% on the first $500 millionY
0.80% on the next $500 million
0.75% on the next $1.5 billion
0.70% on assets in excess of $2.5 billion
Delaware VIP Small Cap Value Series691,218,3930.75% on first $500 millionN
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware VIP Trend Series281,638,5750.75% on first $500 millionN
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
Delaware VIP U.S. Growth Series166,486,5940.65% on first $500 millionN
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware VIP Value Series452,864,6970.65% on first $500 millionY
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion

L-2



Fund Net AssetsManagement Fee Schedule
(as of 7/31/09)(as a percentage of average dailyWaiver
Fund    ($)    net assets) Annual Rate    (Y/N)
Optimum International Fund162,317,432 0.8750% up to $50 millionY
0.8000% from $50 to $100 million
0.7800% from $100 to $300 million
0.7650% from $300 to $400 million
0.7300% over $400 million
Optimum Large Cap Growth Fund614,887,9000.8000% up to $250 millionY
0.7875% from $250 million to $300 million
0.7625% from $300 million to $400 million
0.7375% from $400 million to $500 million
0.7250% from $500 million to $1 billion
0.7100% from $1 billion to $1.5 billion
0.7000% over $1.5 billion
Optimum Large Cap Value Fund548,159,1330.8000% up to $100 millionY
0.7375% from $ 100 million to $250 million
 0.7125% from $250 million to $500 million
0.6875% from $500 million to $ 1 billion
0.6675% from $1 billion to $1.5 billion
 0.6475% over $1.5 billion
Optimum Small-Mid Cap Growth Fund163,600,9491.1000%Y
Optimum Small-Mid Cap Value Fund133,415,1861.0500% up to $75 millionY
1.0250% from $75 million to $150 million
1.0000% over $150 million
Subadvised Equity Fund A421,150,6570.40%N
Subadvised Equity Fund B90,675,0850.50%N
Subadvised Equity Fund C141,442,9590.35% up to $200 millionN
0.20% over $200 million

L-3



Fund Net AssetsManagement Fee Schedule
(as of 7/31/09)(as a percentage of average dailyWaiver
Fund    ($)    net assets) Annual Rate    (Y/N)
Subadvised Equity Fund D 138,929,9300.45%N
Subadvised Equity Fund E24,685,2740.35% up to $500 millionN
 0.30% over $500 million
(assets aggregated with those of other
accounts having similar investment
objectives subadvised by DMC for the same
investment manager)
Subadvised Equity Fund F26,740,5440.40% up to $200 millionN
0.35% over $200 million
Subadvised Equity Fund G66,390,4690.40% up to $200 millionN
0.35% over $200 million
Subadvised Equity Fund H 299,933,9510.20%N
Subadvised Equity Fund I201,788,8490.40%N
Subadvised Equity Fund J275,580,8150.35%N
Subadvised Equity Fund K74,309,7770.35%N
Subadvised Equity Fund L1,110,154,4640.20%N
Subadvised Equity Fund M469,430,3280.20%N
Subadvised Equity Fund N80,390,3300.40% up to $200 million N
0.35% over $200 million
Subadvised Equity Fund O158,593,3790.20%N
Subadvised Equity Fund P371,403,3160.35%N

L-4



Fund Net AssetsManagement Fee Schedule
(as of 7/31/09)(as a percentage of average dailyWaiver
Fund     ($)     net assets) Annual Rate     (Y/N)
REAL ESTATE
Delaware VIP® REIT Series228,392,7470.75% on first $500 millionN
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
The Global Real Estate Securities Portfolio153,791,0750.99% on the first $100 millionN
0.90% on the next $150 million
0.80% on assets in excess of $250 million
The Real Estate Investment Trust Portfolio II14,612,3950.75%Y
FIXED INCOME TAXABLE
Delaware VIP Diversified Income Series1,154,626,1470.65% on first $500 millionN
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware VIP High Yield Series406,179,3350.65% on first $500 millionY
 0.60% on next $500 million 
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
Delaware VIP Limited-Term Diversified Income Series 250,708,0660.50% on first $500 millionY
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
The Core Focus Fixed Income Portfolio118,548,8330.40%Y

L-5



Fund Net AssetsManagement Fee Schedule
(as of 7/31/09)(as a percentage of average dailyWaiver
Fund     ($)     net assets) Annual Rate     (Y/N)
The Core Plus Fixed Income Portfolio157,825,1570.43%Y
The Global Fixed Income Portfolio1137,581,4830.50%Y
The High-Yield Bond Portfolio121,849,4850.45%Y
The Intermediate Fixed Income Portfolio17,181,5980.40%Y
The International Fixed Income Portfolio118,576,9670.50%N
Optimum Fixed Income Fund692,576,4690.7000% up to $25 millionY
 0.6500% from $25 million to $100 million
0.6000% from $ 100 million to $500 million
0.5500% from $500 million to $1 billion
0.5000% over $ 1 billion
Subadvised Fixed Income Fund A1,934,214,4820.18%N
Subadvised Fixed Income Fund B258,981,0420.28%N
Subadvised Fixed Income Fund C225,986,7830.28%N
FIXED INCOME TAX EXEMPT
Delaware Investments Arizona Municipal Income Fund, Inc.39,569,2930.40%N
Delaware Investments Colorado Municipal Income Fund, Inc.65,158,0680.40%N
Delaware Investments Minnesota Municipal Income Fund II, Inc.156,068,2690.40% N
Delaware Investments National Municipal Income Fund30,101,4480.40%N
Subadvised Fixed Income Tax Exempt Fund A82,621,889 0.23% up to $25 millionN
0.20% from $25 million to $100 million
0.17% from $100 million to $200 million
0.125% over $200 million

L-6



Fund Net AssetsManagement Fee Schedule
(as of 7/31/09)(as a percentage of average dailyWaiver
Fund     ($)     net assets) Annual Rate     (Y/N)
Subadvised Fixed Income Tax Exempt Fund B201,199,7410.23% on first $25 millionN
0.20% on next $75 million
0.17% on next $100 million
0.125% over $100 million
(assets aggregated with those of other
accounts having similar investment
objectives subadvised by DMC for the same
investment manager)
Subadvised Fixed Income Tax Exempt Fund C 321,920,5510.15%N
MONEY MARKET
Delaware VIP® Cash Reserve Series15,598,3060.45% on first $500 million N
0.40% on next $500 million
0.35% on next $1,500 million
 0.30% on assets in excess of $2.5 billion
Subadvised Money Market Fund A1,315,433,0230.18%N
____________________

1       A series ofDelaware Pooled® Trust.

L-7


APPENDIX M — TRUSTEES AND OFFICERS OF DMC

     The following persons have held the following positions with the Trusts and with DMC during the past two years. The principal business address of each is 2005 Market Street, Philadelphia, Pennsylvania 19103-7094.

Positions and Offices with
Positions and OfficesDelaware Management
Name     with the Trusts     Company
Patrick P. CoyneTrustee, Chairman/President
President/Chief Executive 
Officer
David P. O’ConnorTrustee, Senior ViceSenior Vice President/
President/StrategicStrategic Investment
Investment RelationshipsRelationships and
and Initiatives/GeneralInitiatives/General
CounselCounsel
See Yeng QuekTrustee, Executive ViceExecutive Vice President/
President/ManagingManaging Director/Chief
Director, Fixed IncomeInvestment Officer,
Fixed Income
Michael J. HoganExecutive ViceExecutive Vice President/
 President/Head of Equity Head of Equity Investments
Investments
Marshall T. BassettSenior Vice President/Senior Vice President/
Chief InvestmentChief Investment
Officer — EmergingOfficer — Emerging
Growth EquityGrowth Equity
Joseph R. BaxterSenior Vice President/Senior Vice President/
Head of Municipal BondHead of Municipal Bond
InvestmentsInvestments
Christopher S. BeckSenior Vice President/Senior Vice President/
Senior Portfolio ManagerSenior Portfolio Manager
Michael P. BuckleySenior Vice President/Senior Vice President/
Director of MunicipalDirector of Municipal
ResearchResearch
Stephen J. BuschSenior Vice President–Senior Vice President –
Investment AccountingInvestment Accounting

M-1



Positions and Offices with
Positions and OfficesDelaware Management
Name     with the Trusts     Company
Michael F. CapuzziSenior Vice President —Senior Vice President —
Investment SystemsInvestment Systems
Lui-Er ChenSenior Vice President/Senior Vice President/
Senior Portfolio Manager/Senior Portfolio Manager/
Chief Investment Officer,Chief Investment Officer,
Emerging MarketsEmerging Markets
Thomas H. ChowSenior Vice President/Senior Vice President/
Senior Portfolio ManagerSenior Portfolio Manager
Stephen J. CzepielSenior Vice President/Senior Vice President/
Portfolio Manager/HeadPortfolio Manager/Senior
Municipal Bond TraderMunicipal Bond Trader
Chuck M. DevereuxSenior Vice President/Senior Vice President/
Senior Research AnalystSenior Research Analyst
Roger A. EarlySenior Vice President/Senior Vice President/
Senior Portfolio ManagerSenior Portfolio Manager
Stuart M. GeorgeSenior Vice President/Senior Vice President/
Head of Equity TradingHead of Equity Trading
Paul GrilloSenior Vice President/Senior Vice President/
Senior Portfolio ManagerSenior Portfolio Manager
William F. KeelanSenior Vice President/Senior Vice President/
Director of QuantitativeDirector of Quantitative
 ResearchResearch
Kevin P. LoomeSenior Vice President/ Senior Vice President/
Senior Portfolio Manager/Senior Portfolio Manager/
Head of High YieldHead of High Yield
InvestmentsInvestments
Francis X. MorrisSenior Vice President/Senior Vice President/
Chief Investment OfficerChief Investment Officer
— Core Equity— Core Equity
Brian L. Murray, Jr.Senior Vice President/Senior Vice President/
Chief Compliance OfficerChief Compliance Officer
D. Tysen NuttSenior Vice President/Senior Vice President/
Chief Investment Officer,Chief Investment Officer,
Large Cap Value EquityLarge Cap Value Equity

M-2



Positions and Offices with
Positions and OfficesDelaware Management
Name     with the Trusts     Company
Philip O. ObazeeSenior Vice President/Senior Vice President/
Derivatives ManagerDerivatives Manager
Richard SalusSenior Vice President/Senior Vice President/
Chief Financial OfficerController/Treasurer
Jeffrey S. Van HarteSenior Vice President/Senior Vice President/
Chief Investment OfficerChief Investment Officer
— Focus Growth Equity— Focus Growth Equity
Babak ZenouziSenior Vice President/Senior Vice President/
Senior Portfolio ManagerSenior Portfolio Manager
Gary T. AbramsVice President/SeniorVice President/Senior
Equity TraderEquity Trader
Christopher S. AdamsVice President/PortfolioVice President/Portfolio
Manager/Senior EquityManager/Senior Equity
AnalystAnalyst
Damon J. AndresVice President/SeniorVice President/Senior
Portfolio ManagerPortfolio Manager
Wayne A. AnglaceVice President/CreditVice President/Credit
Research AnalystResearch Analyst
Margaret MacCarthy BaconVice President/InvestmentVice President/Investment
SpecialistSpecialist
Kristen E. Bartholdson Vice PresidentVice President/Portfolio
Manager
Todd BassionVice President/PortfolioVice President/Portfolio
ManagerManager
Jo Anne BennickVice President/15(c) Vice President/15(c)
ReportingReporting
Richard E. BiesterVice President/EquityVice President/Equity
TraderTrader
Christopher J. BonavicoVice President/SeniorVice President/Senior
Portfolio Manager/EquityPortfolio Manager/Equity
AnalystAnalyst
Vincent A. BrancaccioVice President/SeniorVice President/Senior
Equity TraderEquity Trader

M-3



Positions and Offices with
Positions and OfficesDelaware Management
Name     with the Trusts     Company
Kenneth F. BroadVice President/SeniorVice President/Senior
Portfolio Manager/EquityPortfolio Manager/Equity
AnalystAnalyst
Kevin J. BrownVice President/Vice President/
Senior InvestmentSenior Investment
SpecialistSpecialist
Mary Ellen M. CarrozzaVice President/ClientVice President/Client
ServicesServices
Stephen G. CatricksVice President/PortfolioVice President/Portfolio
ManagerManager
Wen-Dar ChenVice President/PortfolioVice President/Portfolio
ManagerManager
Anthony G. CiavarelliVice President/AssociateVice President/Associate
General Counsel/General Counsel/Assistant
Assistant SecretarySecretary
David F. ConnorVice President/DeputyVice President/Deputy
General Counsel/General Counsel/Secretary
Secretary
Michael CostanzoVice President/Vice President/
Performance AnalystPerformance Analyst
ManagerManager
Kishor K. DagaVice President/DerivativesVice President/Derivatives
OperationsOperations
Cori E. DaggettVice President/AssociateVice President/Counsel/
General Counsel/Assistant Secretary
Assistant Secretary 
Craig C. Dembek Vice President/SeniorVice President/Senior
Research AnalystResearch Analyst
Camillo D’OrazioVice President/InvestmentVice President/Investment
AccountingAccounting
Christopher M. EricksenVice President/PortfolioVice President/Portfolio
Manager/Equity AnalystManager/Equity Analyst
Joel A. EttingerVice President — TaxationVice President — Taxation

M-4



Positions and Offices with
Positions and OfficesDelaware Management
Name     with the Trusts     Company
Devon K. EverhartVice President/SeniorVice President/Senior
Research AnalystResearch Analyst
Joseph FiorillaVice President – TradingVice President – Trading
OperationsOperations
Charles E. FishVice President/SeniorVice President/Senior
Equity TraderEquity Trader
Clifford M. FisherVice President/SeniorVice President/Senior
Municipal Bond TraderMunicipal Bond Trader
Patrick G. FortierVice President/PortfolioVice President/Portfolio
Manager/Equity AnalystManager/Equity Analyst
Denise A. FranchettiVice President/PortfolioVice President/Portfolio
Manager/Municipal BondManager/Municipal Bond
Credit AnalystCredit Analyst
Lawrence G. FrankoVice President/SeniorVice President/Senior
Equity AnalystEquity Analyst
Daniel V. GeatensVice President/TreasurerVice President/Director of
Financial Administration
Gregory A. GizziVice President/HeadVice President/Head
Municipal Bond TraderMunicipal Bond Trader
Barry S. GladsteinVice President/PortfolioVice President/Portfolio
ManagerManager
Gregg J. GolaVice President/SeniorVice President/Senior High
High Yield TraderYield Trader
Christopher GowllandVice President/SeniorVice President/Senior
Quantitative AnalystQuantitative Analyst
Edward Gray Vice President/SeniorVice President/Senior
Portfolio Manager Portfolio Manager
David J. HamiltonVice President/CreditVice President/Fixed
Research AnalystIncome Analyst
Brian HamletVice President/SeniorVice President/Senior
Corporate Bond TraderCorporate Bond Trader

M-5



Positions and Offices with
Positions and OfficesDelaware Management
Name     with the Trusts     Company
Lisa L. HansenVice President/Head ofVice President/Head of
Focus Growth EquityFocus Growth Equity
TradingTrading
Gregory M. HeywoodVice President/PortfolioVice President/Portfolio
Manager/Equity AnalystManager/Equity Analyst
Sharon HillVice President/HeadVice President/Head
of Equity Quantitativeof Equity Quantitative
Research and AnalyticsResearch and Analytics
J. David HillmeyerVice PresidentVice President/Corporate
Bond Trader
Christopher M. HollandVice President/PortfolioVice President/Portfolio
ManagerManager
Chungwei HsiaVice President/SeniorVice President/Senior
Research AnalystResearch Analyst
Michael E. HughesVice President/SeniorVice President/Senior
Equity AnalystEquity Analyst
Jordan L. IrvingVice President/SeniorVice President/Senior
Portfolio ManagerPortfolio Manager
Cynthia IsomVice President/PortfolioVice President/Portfolio
ManagerManager
Kenneth R. JacksonVice President/Equity Vice President/
TraderQuantitative Analyst
Stephen M. JuszczyszynVice President/StructuredVice President/Structured
Products Analyst/TraderProducts Analyst/Trader
Anu B. Kothari Vice President/EquityVice President/Equity
AnalystAnalyst
Roseanne L. KroppVice President/SeniorVice President/Senior Fund
Fund Analyst — HighAnalyst II — High Grade
Grade
Nikhil G. LalvaniVice President/PortfolioVice President/Senior
ManagerEquity Analyst/Portfolio
Manager

M-6



Positions and Offices with
Positions and OfficesDelaware Management
Name     with the Trusts     Company
Brian R. LauzonVice President/ChiefVice President/Chief
Operating Officer, EquityOperating Officer, Equity
InvestmentsInvestments
Anthony A. LombardiVice President/SeniorVice President/Senior
Portfolio ManagerPortfolio Manager
Francis P. MageeVice President/PortfolioVice President/Portfolio
AnalystAnalyst
John P. McCarthyVice President/SeniorVice President/Senior
Research Analyst/TraderResearch Analyst/Trader
Brian McDonnellVice President/StructuredVice President/Structured
Products Analyst/TraderProducts Analyst/Trader
Michael S. MorrisVice President/PortfolioVice President/Portfolio
Manager/Senior EquityManager/Senior Equity
AnalystAnalyst
Terrance M. O’BrienVice President/FixedVice President/Fixed
Income Reporting AnalystIncome Reporting Analyst
Donald G. PadillaVice President/PortfolioVice President/Portfolio
Manager/Senior EquityManager/Senior Equity
AnalystAnalyst
Daniel J. PrislinVice President/SeniorVice President/Senior
Portfolio Manager/EquityPortfolio Manager/Equity
AnalystAnalyst
Gretchen ReganVice President/Vice President/
 Quantitative Analyst Quantitative Analyst
Carl RiceVice President/SeniorVice President/Senior
Investment Specialist,Investment Specialist,
Large Cap Value FocusLarge Cap Value Focus
EquityEquity
Joseph T. RoginaVice President/EquityVice President/Equity
TraderTrader
Debbie A. SaboVice President/EquityVice President/Equity
Trader – Focus GrowthTrader – Focus Growth
EquityEquity

M-7



Positions and Offices with
Positions and OfficesDelaware Management
Name    with the Trusts    Company
Kevin C. Schildt Vice President/SeniorVice President/Senior
Municipal Credit AnalystMunicipal Credit Analyst
Bruce SchoenfeldVice President/EquityVice President/Equity
AnalystAnalyst
Nancy E. SmithVice President —Vice President —
Investment AccountingInvestment Accounting
Brenda L. SprigmanVice President/BusinessVice President/Business
Manager – Fixed IncomeManager – Fixed Income
Junee Tan-TorresVice President/StructuredVice President/Structured
SolutionsSolutions
Rudy D. Torrijos, IIIVice President/Portfolio Vice President/Portfolio
ManagerManager
Michael J. TungVice President/PortfolioVice President/Portfolio
ManagerManager
Robert A. Vogel, Jr.Vice President/SeniorVice President/Senior
Portfolio ManagerPortfolio Manager
Lori P. WachsVice President/PortfolioVice President/Portfolio
ManagerManager
Jeffrey S. WangVice President/EquityVice President/Equity
AnalystAnalyst
Michael G. WildsteinVice President/SeniorVice President/Senior
Research AnalystResearch Analyst
Kathryn R. WilliamsVice President/AssociateVice President/Associate
General Counsel/General Counsel/Assistant
Assistant SecretarySecretary
Nashira WynnVice President/PortfolioVice President/Senior
ManagerEquity Analyst/Portfolio
Manager
Guojia ZhangVice President/EquityVice President/Equity
AnalystAnalyst
Douglas R. ZinserVice President/CreditVice President/Credit
Research AnalystResearch Analyst

M-8


APPENDIX N — NUMBER OF SHARES OF EACH FUND
OUTSTANDING AS OF JULY 31, 2009
1

Shares
Fund NameClass     Outstanding
Delaware American Services Fund A8,307,110.73
Delaware American Services FundB1,967,195.99
Delaware American Services FundC3,391,198.18
Delaware American Services FundI922,813.72
Delaware American Services FundR236,624.35
Delaware Cash Reserve FundA409,648,027.42
Delaware Cash Reserve FundB7,571,200.61
Delaware Cash Reserve FundC11,999,635.87
Delaware Cash Reserve FundCC13,352,167.66
Delaware Core Plus Bond FundA8,499,313.53
Delaware Core Plus Bond FundB590,047.37
Delaware Core Plus Bond FundC762,595.96
Delaware Core Plus Bond FundI421,213.94
Delaware Core Plus Bond FundR30,797.35
Delaware Corporate Bond FundA84,164,830.28
Delaware Corporate Bond FundB2,185,573.07
Delaware Corporate Bond FundC22,304,687.11
Delaware Corporate Bond FundI9,192,140.79
Delaware Corporate Bond FundR2,053,525.00
Delaware Diversified Income FundA356,131,697.99
Delaware Diversified Income FundB5,635,860.95
Delaware Diversified Income FundC123,919,293.56
Delaware Diversified Income FundI27,333,904.45
Delaware Diversified Income FundR13,651,297.12
Delaware Dividend Income FundA22,944,114.03
Delaware Dividend Income FundB3,920,949.20
Delaware Dividend Income FundC17,648,139.72

N-1



Shares
Fund NameClass     Outstanding
Delaware Dividend Income Fund I309,723.23
Delaware Dividend Income FundR313,635.21
Delaware Emerging Markets FundA28,477,236.53
Delaware Emerging Markets FundB1,696,559.45
Delaware Emerging Markets FundC11,639,314.09
Delaware Emerging Markets FundI9,094,544.14
Delaware Extended Duration Bond FundA32,965,118.99
Delaware Extended Duration Bond FundB714,353.37
Delaware Extended Duration Bond FundC3,416,477.09
Delaware Extended Duration Bond FundI4,690,859.62
Delaware Extended Duration Bond FundR118,595.09
Delaware Focus Global Growth FundA196,781.95
Delaware Focus Global Growth FundI235,297.12
Delaware Aggressive Allocation PortfolioA3,465,604.00
Delaware Aggressive Allocation PortfolioB459,043.89
Delaware Aggressive Allocation PortfolioC582,869.61
Delaware Aggressive Allocation PortfolioI1,394,609.32
Delaware Aggressive Allocation PortfolioR221,889.37
Delaware Conservative Allocation PortfolioA4,308,791.41
Delaware Conservative Allocation PortfolioB78,613.11
Delaware Conservative Allocation PortfolioC340,275.07
Delaware Conservative Allocation PortfolioI1,007,016.76
Delaware Conservative Allocation PortfolioR88,789.27
Delaware Moderate Allocation PortfolioA20,011,562.38
Delaware Moderate Allocation PortfolioB642,801.03
Delaware Moderate Allocation PortfolioC1,022,400.14
Delaware Moderate Allocation PortfolioI3,847,726.70
Delaware Moderate Allocation PortfolioR162,904.97

N-2



Shares
Fund NameClassOutstanding
Delaware Global Real Estate Securities Fund A 182.265
Delaware Global Real Estate Securities FundI359,843.89
Delaware Global Value FundA3,236,022.17
Delaware Global Value FundB569,699.44
Delaware Global Value FundC1,516,051.68
Delaware Global Value FundI191,341.19
Delaware Growth Opportunities FundA14,818,145.62
Delaware Growth Opportunities FundB347,682.92
Delaware Growth Opportunities FundC435,124.36
Delaware Growth Opportunities FundI261,740.86
Delaware Growth Opportunities FundR56,155.55
Delaware Healthcare FundA120,909.07
Delaware Healthcare FundI256,109.18
Delaware High-Yield Opportunities FundA73,450,305.52
Delaware High-Yield Opportunities FundB3,364,718.10
Delaware High-Yield Opportunities FundC8,815,757.03
Delaware High-Yield Opportunities FundI12,694,132.20
Delaware High-Yield Opportunities FundR4,294,740.65
Delaware Inflation Protected Bond FundA8,312,339.23
Delaware Inflation Protected Bond FundB188,301.72
Delaware Inflation Protected Bond FundC4,027,833.86
Delaware Inflation Protected Bond FundI9,419,003.59
Delaware International Value Equity FundA14,840,111.11
Delaware International Value Equity FundB1,067,080.39
Delaware International Value Equity FundC5,175,961.29
Delaware International Value Equity FundI13,666,903.65
Delaware International Value Equity FundR251,795.05
Delaware Large Cap Core FundA1,541.21

N-3



Shares
Fund NameClassOutstanding
Delaware Large Cap Core Fund I252,689.79
Delaware Large Cap Value FundA 49,886,593.44
Delaware Large Cap Value FundB1,438,363.18
Delaware Large Cap Value FundC1,320,509.62
Delaware Large Cap Value FundI2,229,686.76
Delaware Large Cap Value FundR111,520.19
Delaware Limited-Term Diversified Income FundA63,645,553.57
Delaware Limited-Term Diversified Income FundB407,345.24
Delaware Limited-Term Diversified Income FundC18,200,945.79
Delaware Limited-Term Diversified Income FundI2,071,289.06
Delaware Limited-Term Diversified Income FundR365,963.82
Delaware Mid Cap Value FundA34,392.69
Delaware Mid Cap Value FundC9,428.66
Delaware Mid Cap Value FundI1,341,173.84
Delaware Mid Cap Value FundR3.224
Delaware Minnesota High-Yield Municipal Bond FundA10,927,247.96
Delaware Minnesota High-Yield Municipal Bond FundB509,394.77
Delaware Minnesota High-Yield Municipal Bond FundC2,507,347.47
Delaware National High-Yield Municipal Bond FundA7,632,607.68
Delaware National High-Yield Municipal Bond FundB167,569.47
Delaware National High-Yield Municipal Bond FundC850,944.11
Delaware National High-Yield Municipal Bond FundI138.63
Delaware REIT FundA8,434,200.70
Delaware REIT FundI13,643,975.31
Delaware REIT FundR504,554.78
Delaware REIT FundB1,611,608.58
Delaware REIT FundC2,222,726.92
Delaware Select Growth FundA5,716,873.40

N-4



Shares
Fund NameClass Outstanding
Delaware Select Growth Fund B950,262.41
Delaware Select Growth FundC1,324,332.74
Delaware Select Growth FundR34,564.97
Delaware Select Growth FundI3,144,775.77
Delaware Small Cap Core FundA2,422,168.04
Delaware Small Cap Core FundC985,111.48
Delaware Small Cap Core FundI3,287,676.99
Delaware Small Cap Core FundR457,544.70
Delaware Small Cap Growth FundI69.533
Delaware Small Cap Growth FundR127,035.78
Delaware Small Cap Growth FundA786,109.32
Delaware Small Cap Growth FundB186,462.19
Delaware Small Cap Growth FundC484,411.67
Delaware Small Cap Value FundA8,967,675.27
Delaware Small Cap Value FundB826,429.50
Delaware Small Cap Value FundC1,916,299.16
Delaware Small Cap Value FundI460,530.57
Delaware Small Cap Value FundR603,477.76
Delaware Tax-Free Arizona FundA10,203,952.88
Delaware Tax-Free Arizona FundB588,318.73
Delaware Tax-Free Arizona FundC654,557.17
Delaware Tax-Free California FundA5,799,662.70
Delaware Tax-Free California FundB472,859.80
Delaware Tax-Free California FundC1,289,320.83
Delaware Tax-Free Colorado FundA 21,197,643.71
Delaware Tax-Free Colorado FundB263,399.13
Delaware Tax-Free Colorado FundC1,050,445.66
Delaware Tax-Free Idaho FundA7,268,912.69

N-5



Shares
Fund NameClassOutstanding
Delaware Tax-Free Idaho Fund B292,637.86
Delaware Tax-Free Idaho FundC1,436,225.92
Delaware Tax-Free Minnesota FundA46,448,175.64
Delaware Tax-Free Minnesota FundB788,675.50
Delaware Tax-Free Minnesota FundC2,745,470.03
Delaware Tax-Free Minnesota Intermediate FundA6,938,349.18
Delaware Tax-Free Minnesota Intermediate FundB29,185.30
Delaware Tax-Free Minnesota Intermediate FundC987,735.57
Delaware Tax-Free Money FundA12,469,760.07
Delaware Tax-Free Money FundCC558,180.71
Delaware Tax-Free New York FundA2,122,756.76
Delaware Tax-Free New York FundB99,781.27
Delaware Tax-Free New York FundC517,334.96
Delaware Tax-Free Pennsylvania FundA63,182,671.89
Delaware Tax-Free Pennsylvania FundB681,507.22
Delaware Tax-Free Pennsylvania FundC1,642,484.51
Delaware Tax-Free USA FundA49,516,664.15
Delaware Tax-Free USA FundB757,392.82
Delaware Tax-Free USA FundC1,855,403.30
Delaware Tax-Free USA FundI104.593
Delaware Tax-Free USA Intermediate FundA39,157,223.47
Delaware Tax-Free USA Intermediate FundB76,500.53
Delaware Tax-Free USA Intermediate FundC 3,439,848.28
Delaware Tax-Free USA Intermediate FundI96.512
Delaware Trend® FundA22,941,115.49
Delaware Trend FundB1,803,600.98
Delaware Trend FundC3,258,227.52
Delaware Trend FundI1,850,379.41

N-6



Shares
Fund NameClassOutstanding
Delaware Trend Fund R187,363.74
Delaware U.S. Growth FundA11,918,929.41
Delaware U.S. Growth FundB644,208.92
Delaware U.S. Growth FundC1,311,758.06
Delaware U.S. Growth FundI38,881,699.89
Delaware U.S. Growth FundR 303,428.38
Delaware Value®FundB378,120.36
Delaware Value FundC2,839,247.86
Delaware Value FundI7,570,791.16
Delaware Value FundR211,514.86
____________________
 
1     All classes of Delaware Foundation®Equity Fund and Class R shares of Delaware Emerging Markets Fund commenced operations on August 31, 2009 and therefore are not included in the table below.

N-7


APPENDIX O — 1% SHARE OWNERSHIP

     As of July 31, 2009, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding voting shares of the following Funds and classes:

   
FundClassPercentage
Delaware Large Cap Value FundInstitutional Class5.64%
Delaware Trend®FundInstitutional Class1.58%
Delaware Growth Opportunities FundInstitutional Class2.25%
Delaware Small Cap Value FundInstitutional Class8.79%
Delaware Moderate Allocation Portfolio1Institutional Class2.56%
Delaware Aggressive Allocation Portfolio2Institutional Class2.13%
Delaware Emerging Markets FundInstitutional Class 1.33%
Delaware Core Plus Bond FundInstitutional Class8.84%
Delaware Limited-Term Diversified Income FundInstitutional Class2.63%
Delaware Select Growth FundClass A1.20%
Delaware Select Growth FundInstitutional Class1.10%
Delaware Tax-Free Money FundClass A1.39%
Delaware Healthcare FundClass A86.24%
Delaware Focus Global Growth FundInstitutional Class99.99%
____________________
 
1     On October 21, 2009, the name will be changed to Delaware Foundation® Moderate Allocation Fund.
 
2On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund.

O-1


APPENDIX P — 5% SHARE OWNERSHIP

The following table shows, as of July 31, 2009, the accounts of each class of each Fund that own of record 5% or more of such class.1

Shareholders
Fund NameClassName and AddressTotal SharesPercentage
Delaware AggressiveAMLPF&S FOR THE SOLE433,735.13012.65%
Allocation PortfolioBENEFIT OF ITS CUSTOMERS 
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware AggressiveAPIMS/PRUDENTIAL RETIREMENT AS985,508.51128.73%
Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL 

 

 HOAG SHELTERED SAVS PLAN  
 1 HOAG DR 
NEWPORT BEACH CA 92663-4162 
Delaware Aggressive CMLPF&S FOR THE SOLE49,567.0348.58%
Allocation PortfolioBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL 
JACKSONVILLE FL 32246-6484
Delaware AggressiveIC/O MUTUAL FUNDS164,199.06611.97%
Allocation PortfolioWILMINGTON TRUST CO TTEE
FBO DELAWARE MGMT
HOLDINGS INC
EMP 401K ACCOUNT
PO BOX 8880
WILMINGTON DE 19899-8880
Delaware AggressiveIC/O MUTUAL FUNDS190,469.43013.89%
Allocation PortfolioWILMINGTON TRUST CO TTEE
FBO LINCOLN NTL LIFE INS CO
AGT SVGS PL
PO BOX 8880
WILMINGTON DE 19899-8880
Delaware AggressiveIC/O MUTUAL FUNDS954,399.02469.58%
Allocation PortfolioWILMINGTON TRUST CO TTEE
FBO LINCOLN NATL CORP
EMP SVGS & RET PL
PO BOX 8880
WILMINGTON DE 19899-8880
Delaware AggressiveRKIMBERLY CLARK11,697.4645.43%
Allocation PortfolioFBO C U LEASING CORP
401K PSP & TRUST
3570 CAMINO DEL RIO N #300
SAN DIEGO CA 92108-1747 

P-1



   Shareholders      
Fund NameClassName and AddressTotal SharesPercentage
Delaware Aggressive R MLPF&S FOR THE SOLE 163,339.41475.84%
Allocation Portfolio BENEFIT OF ITS CUSTOMERS   
  ATTENTION: FUND ADMIN    
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware AmericanAMLPF&S FOR THE SOLE455,360.5395.41%
Services Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware AmericanCCITIGROUP GLOBAL377,347.67910.85%
Services Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware AmericanCMLPF&S FOR THE SOLE617,630.19317.76%
Services Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware AmericanIPRUDENTIAL INVESTMENT MGMT SVC52,779.7055.58%
Services Fund FBO MUTUAL FUND CLIENTS  
  MAIL STOP NJ 05-11-20  
  3 GATEWAY CTR FL 11  
  100 MULBERRY ST  
  NEWARK NJ 07102  
Delaware AmericanICOUNSEL TRUST DBA MATC54,643.0585.77%
Services Fund FBO KETCHUM WOOD & BURGERT  
  CHARTERED PSP  
  1251 WATERFRONT PL STE 525  
  PITTSBURGH PA 15222-4228  
Delaware AmericanIICMA-RC SERVICES LLC739,042.99678.08%
Services Fund 777 N CAPITOL ST NE  
  WASHINGTON DC 20002-4239  
Delaware AmericanRGPC SECURITIES INC AGENT FOR15,786.0076.50%
Services Fund RELIANCE TRUST CO  
  FBO PREMIER COOPERATIVE  
  PO BOX 79377  
  ATLANTA GA 30357-7377  
Delaware AmericanRCOUNSEL TRUST17,715.1547.29%
Services Fund FBO JENNINGS REALTY, INC.  
  EMPLOYEES PSP  
  1251 WATERFRONT PL STE 525  
  PITTSBURGH PA 15222-4228  

P-2



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware AmericanRSTATE STREET BANK &55,526.14722.85%
Services Fund TRUST CO    
   FBO VARIOUS SYMETRA  
  RETIREMENT PLANS   
  PO BOX 12770  
   OVERLAND PARK KS 66282-2770     
Delaware Cash ReserveADELAWARE MANAGEMENT63,529,356.60015.14%
Fund BUSINESS TRUST - DMC  
   ATTN RICK SALUS  
  2005 MARKET ST FL 9  
  PHILADELPHIA PA 19103-7007  
Delaware Cash ReserveBCITIGROUP GLOBAL432,686.8485.61%
Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware Cash ReserveCCITIGROUP GLOBAL930,597.6807.20%
Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware Cash ReserveCCMCB TRUST SERVICES TTEE693,747.9605.26%
Fund FBO VISITING NURSE  
  SERVICE P/S  
  700 17TH ST STE 300  
  DENVER CO 80202-3531  
Delaware Cash ReserveCCMCB TRUST SERVICES TRUSTEE734,256.5205.56%
Fund FBO ECOLOGY CONTROL INDSTRS  
  401(K)  
  700 17TH ST STE 300  
  DENVER CO 80202-3531  
Delaware Cash ReserveCCMCB TRUST SERVICES TTEE795,677.1706.03%
Fund FBO SAGELINK CREDIT UNION  
  401(K) PLAN  
  700 17TH ST STE 300  
  DENVER CO 80202-3531  
Delaware Cash ReserveCCMCB TRUST SERVICES TTEE979,059.9107.42%
Fund FBO TRIDENT ANESTHESIA 401(K)  
  700 17TH ST STE 300  
  DENVER CO 80202-3531  
Delaware ConservativeAMLPF&S FOR THE SOLE247,401.9405.73%
Allocation Portfolio BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  

P-3



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware ConservativeAPIMS/PRUDENTIAL RETIREMENT AS2,992,055.26869.29%
Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL 006  
 HOAG SHELTERED SAVS PLAN   
  1 HOAG DR  
 NEWPORT BEACH CA 92663-4162   
Delaware ConservativeBJUNIE L KELTON &4,767.3516.34%
Allocation Portfolio JOYCE A WENDLANDT &   
  NOMA HENDERSON  
  STIGLER OK 74462  
Delaware ConservativeBRAYMOND JAMES & ASSOC INC5,328.9887.08%
Allocation Portfolio CUST FBO ANTHONY J  
  SARDO IRA  
  3 ROSS WAY  
 WINDSOR LOCKS CT 06096-1267   
Delaware ConservativeBMLPF&S FOR THE SOLE15,926.23121.17%
Allocation Portfolio BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware ConservativeCMLPF&S FOR THE SOLE119,773.95234.53%
Allocation Portfolio BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware ConservativeIC/O MUTUAL FUNDS95,134.9139.52%
Allocation Portfolio  WILMINGTON TRUST CO TTEE   
   FBO DELAWARE MGMT  
  HOLDINGS INC 401K PL  
  PO BOX 8880  
  WILMINGTON DE 19899-8880   
Delaware ConservativeIC/O MUTUAL FUNDS110,968.51411.11%
Allocation Portfolio WILMINGTON TRUST CO TTEE  
 FBO LINCOLN NTL LIFE INS CO   
  AGT SVGS PL  
  PO BOX 8880  
  WILMINGTON DE 19899-8880  
Delaware ConservativeIC/O MUTUAL FUNDS754,578.70875.53%
Allocation Portfolio WILMINGTON TRUST CO TTEE  
  FBO LINCOLN NATL CORP  
  EMP SVGS & RET PL  
  PO BOX 8880  
  WILMINGTON DE 19899-8880  

P-4



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware ConservativeRMG TRUST CO TRUSTEE4,679.1865.08%
Allocation Portfolio UNITED COMMUNITY BANK   
  401K PS PLAN   
  700 17TH ST STE 300  
  DENVER CO 80202-3531  
Delaware ConservativeRMG TRUST CO10,211.56611.09%
Allocation Portfolio CUST FBO JOHN  
  CIPOLLONE INC  
  700 17TH ST STE 300  
  DENVER CO 80202-3531  
Delaware ConservativeRMLPF&S FOR THE SOLE71,667.12677.85%
Allocation Portfolio  BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware Core Plus BondAMLPF&S FOR THE SOLE518,249.3676.11%
Fund BENEFIT OF ITS CUSTOMERS   
   ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware Core Plus BondBMLPF&S FOR THE SOLE71,046.73312.01%
Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware Core Plus BondCCITIGROUP GLOBAL44,617.3135.85%
Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware Core Plus BondCMLPF&S FOR THE SOLE165,360.23221.67%
Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware Core Plus BondIBOSCIA FAMILY FOUNDATION23,859.1475.77%
Fund 951 IDLEWILD RD  
  GLADWYNE PA 19035-1437  
Delaware Core Plus BondICITY OF DASSEL36,698.5568.88%
Fund GENERAL ACCOUNT  
 ATTN MARY ANN DANIELSON   
  PO BOX 391  
  DASSEL MN 55325-0391  

P-5



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware Core Plus BondIMCB TRUST SERVICES38,557.1979.33%
Fund CUST FBO SOUTHWEST GRAPHICS,   
  P/S 401(K)  
  700 17TH ST STE 300  
  DENVER CO 80202-3531  
Delaware Core Plus BondIRS DMC EMPLOYEE MPP PLAN279,147.56167.54%
Fund DELAWARE MANAGEMENT CO  
  EMPLOYEE MONEY  
  PURCHASE PENSION  
  C/O RICK SEIDEL  
  2005 MARKET ST  
  PHILADELPHIA PA 19103-7042  
Delaware Core Plus BondRMLPF&S FOR THE SOLE30,626.20188.97%
Fund  BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
   JACKSONVILLE FL 32246-6484  
Delaware Corporate BondAMLPF&S FOR THE SOLE26,365,039.125 33.70%
Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN   
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware Corporate BondBMLPF&S FOR THE SOLE172,509.4807.82%
Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware Corporate BondCCITIGROUP GLOBAL1,923,038.4129.09%
Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware Corporate BondCMLPF&S FOR THE SOLE10,883,754.18251.47%
Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware Corporate BondRLINCOLN NATIONAL LIFE116,064.9335.70%
Fund INS COMPANY  
  1300 S CLINTON ST  
  FORT WAYNE IN 46802-3506  

P-6



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware Corporate BondRFRONTIER TRUST CO126,825.9216.23%
Fund FBO OMNIBUS-VARIOUS   
  RETIREMENT PLANS   
  PO BOX 10758  
  FARGO ND 58106-0758  
Delaware Corporate BondRSTATE STREET BANK & TRUST CO 341,907.43116.80%
Fund FBO VARIOUS SYMETRA  
  RETIREMENT PLANS  
   PO BOX 12770  
 OVERLAND PARK KS 66282-2770   
Delaware Corporate BondRMLPF&S FOR THE SOLE671,816.59833.01%
Fund BENEFIT OF ITS CUSTOMERS  
   ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware DiversifiedAMLPF&S FOR THE SOLE58,186,086.74916.89%
Income Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware DiversifiedBMLPF&S FOR THE SOLE638,853.30811.26%
Income Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware DiversifiedCCITIGROUP GLOBAL MARKETS, INC.11,130,630.1229.47%
Income Fund ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware DiversifiedCMLPF&S FOR THE SOLE45,512,999.94338.74%
Income Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware DiversifiedICHARLES SCHWAB & CO INC1,883,727.63312.32%
Income Fund SPECIAL CUSTODY ACCT  
  FBO CUSTOMERS  
  ATTN MUTUAL FUNDS  
  101 MONTGOMERY ST  
 SAN FRANCISCO CA 94104-4151   
Delaware DiversifiedITHE NORTHERN TRUST2,039,593.43113.34%
Income Fund COMPANY TTEE  
  CIBA SPECIALTY CHEMICALS  
  401K DV PLAN  
  PO BOX 92994  
  CHICAGO IL 60675-0001  

P-7



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware DiversifiedIATTN TRUST OPS2,506,840.65016.39%
Income Fund MIDTRUSCO  
  5901 COLLEGE BLVD STE 100  
 OVERLAND PARK KS 66211-1834   
Delaware DiversifiedRMLPF&S FOR THE SOLE6,532,468.51748.64%
Income Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware DividendACITIGROUP GLOBAL1,537,351.9446.63%
Income Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL   
  333 W 34TH ST   
  NEW YORK NY 10001-2402  
Delaware DividendAMLPF&S FOR THE SOLE2,180,501.6979.40%
Income Fund BENEFIT OF ITS CUSTOMERS  
   ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL   
  JACKSONVILLE FL 32246-6484  
Delaware DividendBCITIGROUP GLOBAL294,850.1747.40%
Income Fund MARKETS, INC.  
   ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware DividendBMLPF&S FOR THE SOLE787,123.97319.76%
Income Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware DividendCCITIGROUP GLOBAL2,510,401.26114.01%
Income Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware DividendCMLPF&S FOR THE SOLE5,801,767.16532.38%
Income Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware DividendICOUNSEL TRUST DBA MATC FBO34,749.74011.17%
Income Fund TTI INC 401K PSP  
  1251 WATERFRONT PL STE 525  
  PITTSBURGH PA 15222-4228  

P-8



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware DividendIGPC SECURITIES INC AGENT FOR174,653.72956.13%
Income Fund RELIANCE TRUST CO  
  FBO GOODMAN & CO LLP  
  401K P/S PLAN  
  PO BOX 79377  
  ATLANTA GA 30357-7377  
Delaware DividendRGPC SECURITIES INC AGENT FOR16,809.5575.40%
Income Fund RELIANCE TRUST CO  
 FBO ANIMAS SURGICAL HOSPITAL,   
  LLC 401K  
  PO BOX 79377  
  ATLANTA GA 30357-7377  
Delaware DividendRING21,445.0356.89%
Income Fund ENHANCED K-CHOICE  
 TRUSTEE: RELIANCE TRUST CO   
  400 ATRIUM DRIVE  
  SOMERSET NJ 08873   
Delaware DividendRGPC SECURITIES INC AGENT FOR22,988.381 7.39%
Income Fund RELIANCE TRUST CO  
  FBO FERTILITY & GYNECOLOGY   
   401(K) PLAN   
  PO BOX 79377  
  ATLANTA GA 30357-7377  
Delaware DividendRGPC SECURITIES INC AGENT FOR33,004.57010.61%
Income Fund RELIANCE TRUST CO  
 FBO WEST HILLS DEVELOPMENT   
  CO 401K PLAN  
  PO BOX 79377  
  ATLANTA GA 30357-7377  
Delaware DividendRGPC SECURITIES INC AGENT FOR35,001.67011.25%
Income Fund RELIANCE TRUST CO  
 FBO BOGHT VETERINARY CLINIC 401K   
  PO BOX 79377  
  ATLANTA GA 30357-7377  
Delaware DividendRGPC AS AGENT FOR37,244.78011.97%
Income Fund RELIANCE TRUST COMPANY  
  FBO FRUIT CENTER INC  
  PSP PLAN  
  PO BOX 79377  
  ATLANTA GA 30357-7377  
Delaware DividendRMLPF&S FOR THE SOLE41,346.49913.29%
Income Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  

P-9



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware EmergingACITIGROUP GLOBAL1,959,107.4787.08%
Markets Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware EmergingAMLPF&S FOR THE SOLE4,544,610.15316.42%
Markets Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware EmergingBCITIGROUP GLOBAL158,963.9049.27%
Markets Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST   
  NEW YORK NY 10001-2402  
Delaware EmergingBMLPF&S FOR THE SOLE218,906.04712.76%
Markets Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN   
  4800 DEER LAKE DR E, 2ND FL  
   JACKSONVILLE FL 32246-6484  
Delaware EmergingCCITIGROUP GLOBAL2,398,958.69520.99%
Markets Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
   333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware EmergingCMLPF&S FOR THE SOLE3,166,315.30627.70%
Markets Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware EmergingIDINGLE & CO513,228.0006.01%
Markets Fund C/O COMERICA BANK  
  PO BOX 75000  
  DETROIT MI 48275-0001  
Delaware EmergingIATTN DC PLAN ADMIN MS N6G660,115.9347.73%
Markets Fund MERCER TRUST COMPANY  
 FBO CLARIANT INVMNT PLAN   
  1 INVESTORS WAY  
  NORWOOD MA 02062-1599  
Delaware EmergingIJP MORGAN CHASE BANK TTEE679,648.7577.96%
Markets Fund FBO VIASAT INC  
  401K PROFIT SHARING PLAN  
 C/O JPMORGAN RPS 5500 TEAM   
  9300 WARD PKWY  
  KANSAS CITY MO 64114-3317  

P-10



 Shareholders    
Fund NameClassName and AddressTotal SharesPercentage
Delaware EmergingISTRAFE & CO756,144.5318.86%
Markets Fund FBO E L & THELMA GAYLORD  
  FOUNDA  
  PO BOX 160  
  WESTERVILLE OH 43086-0160  
Delaware EmergingIRS DMC EMPLOYEE MPP PLAN796,016.0379.32%
Markets Fund DELAWARE MANAGEMENT CO  
  EMPLOYMENT P/S TRUST  
  C/O RICK SEIDEL  
  2005 MARKET ST  
  PHILADELPHIA PA 19103-7042  
Delaware EmergingINFS LLC1,146,232.04813.42%
Markets Fund FEBO FIDUCIARY TRUST CO  
  PO BOX 55806   
  BOSTON MA 02205-5806  
Delaware EmergingICHARLES SCHWAB & CO INC1,190,100.05113.94%
Markets Fund SPECIAL CUSTODY ACCT  
  FBO CUSTOMERS  
  ATTN MUTUAL FUNDS   
  101 MONTGOMERY ST  
 SAN FRANCISCO CA 94104-4151   
Delaware ExtendedA MLPF&S FOR THE SOLE2,265,367.3726.95%
Duration Bond Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
   4800 DEER LAKE DR E, 2ND FL   
  JACKSONVILLE FL 32246-6484  
Delaware ExtendedAMASSACHUSETTS MUTUAL LIFE5,003,802.16815.36%
Duration Bond Fund INS CO  
  1295 STATE ST MIP C105  
  SPRINGFIELD MA 01111-0001  
Delaware ExtendedBCITIGROUP GLOBAL59,455.5098.27%
Duration Bond Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  
Delaware ExtendedBMLPF&S FOR THE SOLE119,915.84616.69%
Duration Bond Fund BENEFIT OF ITS CUSTOMERS  
  ATTENTION: FUND ADMIN  
  4800 DEER LAKE DR E, 2ND FL  
  JACKSONVILLE FL 32246-6484  
Delaware ExtendedCCITIGROUP GLOBAL203,261.6016.03%
Duration Bond Fund MARKETS, INC.  
  ATTN: PETER BOOTH, 7TH FL  
  333 W 34TH ST  
  NEW YORK NY 10001-2402  

P-11



Shareholders
Fund Name     Class     Name and Address     Total Shares     Percentage
Delaware ExtendedCMLPF&S FOR THE SOLE1,078,101.76431.97%
Duration Bond FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware ExtendedISTATE STREET BANK &2,265,201.01431.29%
Duration Bond FundTRUST CO TTEE
INTERCONTINENTAL HOTELS
MASTER TR
ATTN STEVE CHILES KC 1/5
801 PENNSYLVANIA AVE
KANSAS CITY MO 64105-1307
Delaware ExtendedRING16,197.83814.37%
Duration Bond Fund ENHANCED K-CHOICE
TRUSTEE: RELIANCE TRUST CO 
400 ATRIUM DRIVE
 SOMERSET NJ 08873 
Delaware ExtendedRFIRST CLEARING CORP37,455.89933.24%
Duration Bond FundFBO COMPETITION CAMS PSP
 RONALD L COLEMAN TTEE
FBO COMPETITION CAMS
3408 DEMOCRAT RD
MEMPHIS TN 38118
Delaware ExtendedRMASSACHUSETTS MUTUAL LIFE48,330.14042.89%
Duration Bond FundINS CO
1295 STATE ST - MIP C105 
SPRINGFIELD MA 01111-0001
Delaware Focus GlobalAGREGORY MARK HEYWOOD &14,117.6477.17%
Growth FundKRISTEN PEN-FONG KWAN
OAKLAND CA 94618
Delaware Focus GlobalAPATRICK G FORTIER &29,178.17314.83%
Growth FundANNEMARIE S FORTIER
SAN FRANCISCO CA 94118
Delaware Focus GlobalACHRISTOPHER BONAVICO29,411.76514.95%
Growth FundSAN FRANCISCO CA 94126
Delaware Focus GlobalAKENNETH F BROAD & JACLYN29,411.76414.95%
Growth FundJAFARIAN BROAD JT WROS
MILL VALLEY CA 94941
Delaware Focus GlobalADANIEL J PRISLIN &29,411.76514.95%
Growth FundJOELLE M PRISLIN TTEES
DANIEL AND JOELLE PRISLIN
FAMILY TR
ALAMEDA CA 94502 

P-12



Shareholders
Fund Name     Class     Name and Address     Total Shares     Percentage
Delaware Focus GlobalAVAN HARTE-SMITH FAMILY57,012.54328.97%
Growth FundREVOCABLE TRUST
70 CLUB DR
SAN CARLOS CA 94070-1647
Delaware Focus GlobalIDMH CORP235,294.118100.00%
Growth FundATTN RICK SALUS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7007
Delaware Global RealAJAMES C MORROW179.21198.32%
Estate Securities FundCONSHOHOCKEN PA 19428
Delaware Global RealIDMH CORP359,840.833100.00%
Estate Securities FundATTN RICK SALUS 
2005 MARKET ST FL 9 
PHILADELPHIA PA 19103-7007
Delaware Global ValueAMLPF&S FOR THE SOLE205,034.2436.24%
Fund BENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware Global ValueBMLPF&S FOR THE SOLE46,491.2898.01%
Fund  BENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN 
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware Global ValueCMLPF&S FOR THE SOLE303,628.87219.15%
FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware GrowthAMLPF&S FOR THE SOLE1,113,699.3557.46%
Opportunities FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware GrowthCMLPF&S FOR THE SOLE57,253.14313.01%
Opportunities FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware GrowthIMCB TRUST SERVICES TTEE21,696.0718.55%
Opportunities FundFBO WOOLDRIDGE HEATING &
AIR 401K
700 17TH ST STE 300
DENVER CO 80202-3531 

P-13



Shareholders
Fund Name     Class     Name and Address     Total Shares     Percentage
Delaware GrowthIMCB TRUST SERVICES38,052.55414.99%
Opportunities FundCUST FBO GRTR PHILA CHAMBER
OF COM 401K
700 17TH ST STE 300
DENVER CO 80202-3531
Delaware GrowthIRS DMC EMPLOYEE MPP PLAN171,679.54467.64%
Opportunities FundDELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE 
PENSION  
C/O RICK SEIDEL
2005 MARKET ST
PHILADELPHIA PA 19103-7042
Delaware GrowthRRELIANCE TRUST COMPANY CUST4,222.3837.98%
Opportunities FundFBO YERBA BUENA CENTER
FOR THE ARTS403B ANNUITY
MATCHING PLAN
 PO BOX 48529
 ATLANTA GA 30362-1529
Delaware GrowthRMG TRUSTCO TRUSTEE 4,748.5038.97%
Opportunities FundSTUDIOCOM
 401K PS PL
700 17TH ST STE 300
DENVER CO 80202-3531
Delaware GrowthRFRONTIER TRUST CO6,753.17112.76%
Opportunities FundFBO HIGHLAND ENGINEERING INC
SAFE HAR 
PO BOX 10758
FARGO ND 58106-0758
Delaware GrowthRMG TRUST COMPANY13,579.39625.66%
Opportunities FundCUST. FBO ADVANCED FUEL
RESEARCH, INC
700 17TH ST STE 300
DENVER CO 80202-3531
Delaware GrowthRMLPF&S FOR THE SOLE20,498.36838.74%
Opportunities FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
DelawareADONALD G PADILLA6,311.3605.22%
Healthcare FundPHILADELPHIA PA 19103
DelawareAMICHAEL S TUNG13,193.98010.92%
Healthcare FundPHILADELPHIA PA 19103
DelawareAKATHY K WANG & ROBERT T13,760.41411.39%
Healthcare FundWANG JT WROS
LYNNFIELD MA 01940 

P-14



Shareholders
Fund Name     Class     Name and Address     Total Shares     Percentage
DelawareALIU-ER CHEN &80,536.82066.67%
Healthcare FundDAWN DING JT WROS
NEEDHAM MA 02494
DelawareIDMH CORP256,106.019100.00%
Healthcare FundATTN RICK SALUS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7007 
Delaware High-YieldAGENWORTH FINANCIAL TRUST CO8,643,492.81913.67%
Opportunities FundFBO GENWORTH FINANCIAL
ASSET MGMT 
FBO THEIR MUTUAL CLIENTS
3200 N CENTRAL AVE FL 7
PHOENIX AZ 85012-2468
Delaware High-YieldBMLPF&S FOR THE SOLE179,582.2925.29%
Opportunities FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
 4800 DEER LAKE DR E, 2ND FL
  JACKSONVILLE FL 32246-6484
Delaware High-YieldBCITIGROUP GLOBAL276,728.3658.15%
Opportunities FundMARKETS, INC.
ATTN: PETER BOOTH, 7TH FL
333 W 34TH ST 
NEW YORK NY 10001-2402
Delaware High-YieldCCITIGROUP GLOBAL875,594.90910.11%
Opportunities FundMARKETS, INC.
ATTN: PETER BOOTH, 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402
Delaware High-YieldCMLPF&S FOR THE SOLE1,104,702.01812.75%
Opportunities FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware High-YieldIICMA-RC SERVICES LLC849,890.8575.08%
Opportunities Fund777 N CAPITOL ST NE
WASHINGTON DC 20002-4239
Delaware High-YieldIRS DMC EMPLOYEE MPP PLAN869,258.7175.19%
Opportunities FundDELAWARE MANAGEMENT CO
MPP TRUST
C/O RICK SEIDEL
2005 MARKET ST
PHILADELPHIA PA 19103-7042 

P-15



Shareholders
Fund Name     Class     Name and Address     Total Shares     Percentage
Delaware High-YieldIPRUDENTIAL INVESTMENT MGMT1,077,334.5816.44%
Opportunities FundSVC FBO MUTUAL 
FUND CLIENTS
MAIL STOP NJ 05-11-20
3 GATEWAY CTR FL 11 
100 MULBERRY ST
NEWARK NJ 07102
Delaware High-YieldISEI PRIVATE TRUST CO2,076,598.10612.40%
Opportunities FundFBO HALE & DORR LLP 
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456-9989
Delaware High-YieldINFS LLC2,515,675.48815.03%
Opportunities FundFEBO COUNTRY TRUST
PO BOX 2020 
BLOOMINGTON IL 61702-2020
Delaware High-YieldRSTATE STREET BANK & 226,658.1345.57%
Opportunities Fund TRUST CO
 FBO VARIOUS SYMETRA
 RETIREMENT PLANS
PO BOX 12770
OVERLAND PARK KS 66282-2770
Delaware High-YieldRMLPF&S FOR THE SOLE594,065.24914.59%
Opportunities FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware High-YieldRING630,617.35315.49%
Opportunities FundENHANCED K-CHOICE
TRUSTEE: RELIANCE TRUST CO
400 ATRIUM DRIVE
SOMERSET NJ 08873
Delaware InflationAMLPF&S FOR THE SOLE1,472,594.79318.52%
Protected Bond FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware InflationBPTC16,953.0258.32%
Protected Bond FundCUST SEP IRA
FBO WILL L SKINNER
11707 LEANING PINE DR
HOUSTON TX 77070-2517 

P-16



Shareholders
Fund NameClassName and AddressTotal SharesPercentage
Delaware InflationBMLPF&S FOR THE SOLE19,067.5419.35%
Protected Bond FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484 
Delaware InflationCMLPF&S FOR THE SOLE803,418.92721.77%
Protected Bond FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484 
Delaware InflationICONSERVATIVE PROFILE FUND OF1,483,730.48715.79%
Protected Bond FundLINCOLN VIP TRUST 
1300 SOUTH CLINTON STREET
MAIL-STOP 2H17  
 FORT WAYNE IN 46802-3506
Delaware InflationIMODERATELY AGGRESSIVE2,117,866.16222.55%
Protected Bond Fund PROFILE FUND
OF LINCOLN VIP TRUST 
 1300 S CLINTON ST
FORT WAYNE IN 46802-3506
Delaware InflationIMODERATE PROFILE FUND4,270,970.45445.47%
Protected Bond FundOF LINCOLN VIP TRUST
1300 SOUTH CLINTON STREET
MAIL STOP 2H17
FORT WAYNE IN 46802-3506
Delaware InternationalAPRUDENTIAL INVESTMENT MGMT1,577,439.1398.78%
Value Equity FundSVC
FBO MUTUAL FUND CLIENTS
MAIL STOP NJ 05-11-20
3 GATEWAY CENTER FL 11
100 MULBERRY ST
NEWARK NJ 07102
Delaware InternationalACITIGROUP GLOBAL1,838,253.23310.24%
Value Equity FundMARKETS, INC.
ATTN: PETER BOOTH, 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402
Delaware InternationalBCITIGROUP GLOBAL138,430.87512.81%
Value Equity FundMARKETS, INC.
ATTN: PETER BOOTH, 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402 

P-17



Shareholders
Fund NameClassName and AddressTotal SharesPercentage
Delaware InternationalCMLPF&S FOR THE SOLE364,428.2306.88%
Value Equity FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware InternationalCCITIGROUP GLOBAL1,931,259.49536.46%
Value Equity FundMARKETS, INC.
ATTN: PETER BOOTH, 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402
Delaware InternationalICITIGROUP GLOBAL11,541,747.62082.42%
Value Equity FundMARKETS, INC. 
ATTN: PETER BOOTH, 7TH FL 
333 W 34TH ST
NEW YORK NY 10001-2402
Delaware InternationalRFRONTIER TRUST CO89,699.13335.09%
Value Equity FundFBO SINGLETON ASSOCIATES
 401K PLAN
 PO BOX 10758   
FARGO ND 58106-0758
Delaware InternationalRMLPF&S FOR THE SOLE92,584.16036.21%
Value Equity FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware Large Cap CoreACRAIG P BROWN373.75421.86%
FundARDMORE PA 19003
Delaware Large Cap CoreABRUCE A GREEN1,165.34668.17%
FundAND LYNN H GREEN JT WROS
NASHVILLE TN 37221
Delaware Large Cap CoreIDMH CORP252,687.677100.00%
FundATTN RICK SALUS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7007
Delaware Large CapCMLPF&S FOR THE SOLE200,740.26515.05%
Value FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware Large CapIMCB TRUST SERVICES TTEE117,540.4055.27%
Value FundFBO DEFENSE SUPPORT
SVS LLC RET PLAN
700 17TH ST STE 300
DENVER CO 80202-3531 

P-18



Shareholders
Fund Name     Class     Name and Address     Total Shares     Percentage
Delaware Large CapIMCB TRUST SERVICES TTEE134,279.0436.01%
Value FundFBO DAY & ZIMMERMANN
HAWTHORNE 401K PL
700 17TH ST STE 300
DENVER CO 80202-3531
Delaware Large CapIRS DMC EMPLOYEE MPP PLAN550,221.76724.65%
Value FundDELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE
PENSION C/O RICK SEIDEL
2005 MARKET ST
PHILADELPHIA PA 19103-7042 
Delaware Large CapIMCB TRUST SERVICES TTEE1,097,451.10849.16%
Value FundFBO DAY & ZIMMERMANN 401(K)
PLAN 
  700 17TH ST STE 300
DENVER CO 80202-3531
Delaware Large CapRGPC AS AGENT FOR5,979.3365.16%
Value Fund RELIANCE TRUST COMPANY
FBO DAVID S WILLIAMS
DMD PA 401K PLAN 
PO BOX 79377
ATLANTA GA 30357-7377
Delaware Large CapRMG TRUST COMPANY TRUSTEE18,918.30716.32%
Value FundMEMORIAL & ST ELIZABETH HC LLP 
700 17TH ST STE 300
DENVER CO 80202-3531
Delaware Large CapRGPC AS AGENT FOR20,329.28417.54%
Value FundRELIANCE TRUST COMPANY
FBO THERAPEUTIC RADIATION
ONCOLOGY 401K
PO BOX 79377
ATLANTA GA 30357-7377
Delaware Large CapRMLPF&S FOR THE SOLE40,123.14734.61%
Value FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware Limited-TermACITIGROUP GLOBAL4,298,135.1097.70%
Diversified Income FundMARKETS, INC.
ATTN: PETER BOOTH, 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402 

P-19



Shareholders
Fund NameClassName and AddressTotal SharesPercentage
Delaware Limited-TermAMLPF&S FOR THE SOLE7,379,518.66413.23%
Diversified Income FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL 
JACKSONVILLE FL 32246-6484
Delaware Limited-TermBMLPF&S FOR THE SOLE61,076.00915.18%
Diversified Income FundBENEFIT OF ITS CUSTOMERS  
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL  
JACKSONVILLE FL 32246-6484
Delaware Limited-TermCCITIGROUP GLOBAL1,411,270.0709.66%
Diversified Income Fund   MARKETS, INC.
ATTN: PETER BOOTH, 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402
Delaware Limited-TermCMLPF&S FOR THE SOLE5,087,712.74634.84%
Diversified Income FundBENEFIT OF ITS CUSTOMERS
ATTENTION: FUND ADMIN
4800 DEER LAKE DR E, 2ND FL
JACKSONVILLE FL 32246-6484
Delaware Limited-TermIRS DMC EMPLOYEE MPP PLAN309,926.61117.05%
Diversified Income FundDELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE
PENSION
C/O RICK SEIDEL
2005 MARKET ST
PHILADELPHIA PA 19103-7042
Delaware Limited-TermILINCOLN FINANCIAL GROUP461,369.38025.39%
Diversified Income FundFOUNDATION INC
1300 S CLINTON ST