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Voyageur Mutual Funds Iii

Filed: 3 Feb 15, 7:00pm

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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. )
 
Filed by the Registrant [X] 
Filed by a Party other than the Registrant [   ]  
 
Check the appropriate box:       
[   ]      Preliminary Proxy Statement[   ] Soliciting Material Under Rule 14a-12
[   ] Confidential, For Use of the
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 IV
Delaware Group® Equity Funds V
Delaware Group Foundation Funds®
Delaware Group® Global & International Funds
Delaware Group® Government Fund
Delaware Group® Income Funds
Delaware Group® Limited-Term Government Funds
Delaware Group® State Tax-Free Income Trust
Delaware Group® Tax-Free Fund
Delaware Pooled® Trust
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds

 
 (Name of Registrant as Specified In Its Charter) 
 
     
 (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) 

Payment of Filing Fee (Check the appropriate box):
[X]      No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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2)Aggregate number of securities to which transaction applies:
 
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
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[   ] Fee paid previously with preliminary materials:
[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
  1) Amount previously paid:
     
 2) Form, Schedule or Registration Statement No.:
     
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 4) Date Filed:
 



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PROXY MATERIALS

DELAWARE INVESTMENTS® FAMILY OF FUNDS

Delaware Group® Adviser Funds       Delaware Group®State Tax-Free
       Income Trust
Delaware Group® Cash ReserveDelaware Group®Tax-Free Fund
Delaware Group® Equity Funds IDelaware Pooled® Trust
Delaware Group®Equity Funds II
Delaware Group®Equity Funds IVVoyageur Insured Funds
Delaware Group®Equity Funds VVoyageur Intermediate Tax
       Free Funds
Delaware Group Foundation Funds®Voyageur Mutual Funds
Delaware Group®Global &Voyageur Mutual Funds II
       International Funds
Delaware Group®Government FundVoyageur Mutual Funds III
Delaware Group®Income FundsVoyageur Tax Free Funds
Delaware Group®Limited-Term
       Government Funds

Dear Shareholder:

I am writing to let you know that a joint meeting (the “Meeting”) of shareholders of the Delaware Investments® funds listed above as well as Delaware VIP® Trust (collectively, the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time. 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. 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.

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.



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The proposals have been carefully reviewed by the Boards of Trustees of the Trusts. The trustees of the Boards (each, a “Trustee” and collectively, the “Trustees”), all but one of whom are not affiliated with Delaware Investments®, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the best interests of shareholders.

The Trustees recommend that you vote FOR each proposal.

The enclosed overview 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 website indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.

If you have any questions before you vote, please call Computershare Fund Services (“Computershare”), the Funds’ proxy solicitor, at 800 337-3503. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for your participation in this important initiative.

Sincerely,


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

February 4, 2015



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NOTICE OF JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 31, 2015

To the Shareholders of:

Delaware Group® Adviser Funds       Delaware Group®State Tax-Free
       Income Trust
Delaware Group® Cash ReserveDelaware Group®Tax-Free Fund
Delaware Group® Equity Funds IDelaware Pooled® Trust
Delaware Group®Equity Funds II
Delaware Group®Equity Funds IVVoyageur Insured Funds
Delaware Group®Equity Funds VVoyageur Intermediate Tax
       Free Funds
Delaware Group Foundation Funds®Voyageur Mutual Funds
Delaware Group®Global &Voyageur Mutual Funds II
       International Funds
Delaware Group®Government FundVoyageur Mutual Funds III
Delaware Group®Income FundsVoyageur Tax Free Funds
Delaware Group®Limited-Term
       Government Funds

NOTICE IS HEREBY GIVEN that a joint meeting (the “Meeting”) of shareholders of the open-end registered investment companies listed above as well as Delaware VIP® Trust (each, a “Trust” and collectively, the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:

1.To elect Trustees to the Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees are:
           
Thomas L. BennettLucinda S. Landreth
Ann BorowiecFrances A. Sevilla-Sacasa
Joseph W. ChowThomas K. Whitford
Patrick P. CoyneJanet L. Yeomans
John A. FryJ. Richard Zecher



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2.To approve the implementation of a new “manager of managers” order for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”).
 
3.To revise the fundamental investment restriction relating to lending for each Fund.
 
4.To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve® Fund, a series of Delaware Group®Cash Reserve.
 
5(a).To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares.
          
(b).To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.
 
(c).To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies.

Shareholders of record of the Trusts as of the close of business on January 22, 2015 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(s) by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet. Your vote is important.

By order of the Boards of Trustees,


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

February 4, 2015

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 within 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.

SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE FUND WILL 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.



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PROXY STATEMENT

BRIEF OVERVIEW     3
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES8
       Introduction to Proposal 18
       Who are the Trustee Nominees?8
       How are nominees for Trustee selected?9
       How often do the Boards meet and how are the Trustees compensated?10
       Who are the principal officers of the Trusts?10
       What are the standing committees of the Boards?10
       Who are the Trusts’ independent auditors?11
       What is a quorum and what is the required vote to elect Trustees?13
PROPOSAL 2: NEW MANAGER OF MANAGERS RELIEF14
       Introduction to Proposal 214
       Effect of Proposal 2 with respect to Delaware Pooled® Trust’s
       International Equity Portfolio only15
       Quorum and Required Vote16
PROPOSAL 3: AMENDMENT OF FUNDAMENTAL INVESTMENT
RESTRICTION RELATING TO LENDING
17
       Introduction to Proposal 317
       Quorum and Required Vote18
PROPOSAL 4: AMENDMENT OF FUNDAMENTAL
INVESTMENT RESTRICTION RELATED TO CONCENTRATION
(DELAWARE CASH RESERVE® FUND ONLY)
19
  ��    Introduction to Proposal 419
       Quorum and Required Vote20
PROPOSALS 5(A)—(C): AMENDMENTS TO FUND
CHARTER DOCUMENTS
21
       Introduction to Proposals 5(a) through 5(c)21
       Proposal 5(a)21
       Proposal 5(b)22
       Proposal 5(c)22
       Quorum and Required Vote25

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VOTING INFORMATION     26
       How will shareholder voting be handled?26
       How do I ensure my vote is accurately recorded?26
       May I revoke my proxy?27
       What other matters will be voted upon at the Meeting?27
       Who is entitled to vote?27
       What is the Quorum requirement?27
       Who will pay the expenses of the Meeting?28
       What other solicitations will be made?28
       Why did my household receive only one copy of this Proxy Statement?29
       How do I submit a shareholder proposal for inclusion in a
       Trust’s proxy statement for a future shareholder meeting?29
       How may I communicate with the Boards?30
MORE INFORMATION ABOUT THE FUNDS30
PRINCIPAL HOLDERS OF SHARES31
APPENDICES TO PROXY STATEMENT32
APPENDIX A – TRUSTS AND SERIES HOLDING
JOINT MEETING
33
APPENDIX B – TRUSTEE NOMINEES35
APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
38
APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY
TRUSTEE NOMINEES
42
APPENDIX E – TRUSTEE COMPENSATION47
APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS48
APPENDIX G – AUDITOR INFORMATION49
APPENDIX H – PRE-APPROVAL POLICIES AND PROCEDURES51
APPENDIX I – TRUSTEES AND OFFICERS OF DMC58
APPENDIX J – NUMBER OF SHARES OF EACH
FUND OUTSTANDING
70
APPENDIX K – 1% SHARE OWNERSHIP75
APPENDIX L – 5% SHARE OWNERSHIP76

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2005 Market Street
Philadelphia, PA 19103 

DELAWARE INVESTMENTS® FAMILY OF FUNDS
JOINT PROXY STATEMENT
DATED FEBRUARY 3, 2015

Delaware Group® Adviser Funds       Delaware Group®State Tax-Free
       Income Trust
Delaware Group® Cash ReserveDelaware Group®Tax-Free Fund
Delaware Group® Equity Funds IDelaware Pooled® Trust
Delaware Group®Equity Funds II
Delaware Group®Equity Funds IVVoyageur Insured Funds
Delaware Group®Equity Funds VVoyageur Intermediate Tax
       Free Funds
Delaware Group Foundation Funds®Voyageur Mutual Funds
Delaware Group®Global &Voyageur Mutual Funds II
       International Funds
Delaware Group®Government FundVoyageur Mutual Funds III
Delaware Group®Income FundsVoyageur Tax Free Funds
Delaware Group®Limited-Term
       Government Funds

This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a joint meeting of shareholders (the “Meeting”) of the registered open-end management investment companies listed above along with Delaware VIP® Trust (each, a “Trust” and collectively, the “Trusts”), each of which is issuing proxy solicitation materials. Each of the separate funds within a Trust is referred to as a “Fund” and they are collectively referred to as the “Funds.” The Meeting was called by the Boards of Trustees of the Trusts (each, a “Board” and collectively, the “Boards”) to vote on the following proposals (each, a “Proposal” and collectively, the “Proposals”), each of which is described more fully below:

Proposal     Who votes on the Proposal?

1.

 

To elect a Board of Trustees.

Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively.

      

2.

 

To approve the implementation of a new “manager of managers” order.

Shareholders of each Fund, voting separately from shareholders of each other Fund.

     

3.

 

To revise the fundamental investment restriction relating to lending.

Shareholders of each Fund, voting separately from shareholders of each other Fund.




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Proposal     Who votes on the Proposal?

4.

 

To revise the fundamental concentration restriction to remove the reference to banking instruments.

Shareholders of the Delaware Cash Reserve® Fund, a series of Delaware Group® Cash Reserve.

     

5.

(a)

To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares.

Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively.

 

 

(b)

To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.

 

 

(c)

To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies.

The principal offices of the Trusts are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach the offices of the Trusts by telephone by calling 800 523-1918. Each 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, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time. Only Fund shareholders will be admitted to the Meeting. The Boards, on behalf of each Fund, are soliciting these proxies. This Proxy Statement is first being sent to shareholders on or about February 16, 2015.

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

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: Shareholder Services, P.O. Box 9876, Providence, RI 02940-8076 by regular mail or 4400 Computer Drive, Westborough, MA 01581-1722 by overnight courier service. Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ website at delawareinvestments.com.

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.

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BRIEF OVERVIEW

Important information to help you understand the Proposals.

Below is a brief overview of the Proposals to be voted upon. The Proposals are described in greater detail in the enclosed proxy statement. Your vote is important, no matter how large or small your holdings may be.

What Proposals am I being asked to vote on?

You are being asked to vote on the following Proposals:

1.To elect a Board of Trustees.
 
2.To approve the implementation of a new “manager of managers” order.
 
3.To revise the fundamental investment restriction relating to lending.
 
4.To revise the fundamental concentration restriction to remove the reference to banking instruments (for Delaware Cash Reserve® Fund shareholders only).
 
5.(a)To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares.
          
(b)To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.
 
(c)To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies.

Has the Board approved the Proposals?

Yes. The Board of Trustees of each Trust has approved the Proposals, and recommends that you vote to approve those that apply to your Fund.

Proposal 1: To elect a Board of Trustees.

What is the role of the Board of Trustees?

Each Trust is governed by a Board of Trustees, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment advisor, the distributor, and others who perform services for the Trust. Each of the Boards is comprised of the same Trustees.

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Who are the Trustee Nominees and how were they selected?

Shareholders are being asked to elect ten Trustees (the “Trustee Nominees”) to the Board of each Trust. Nine of the ten Trustee Nominees standing for election are presently members of the Boards. Each Board of Trustees’ Nominating and Corporate Governance Committee considered the qualifications of prospective Board members and recommended that the Trustee Nominees be elected. Each Board of Trustees has nominated and selected the Trustee Nominees and recommends that the Trustee Nominees be elected.

Proposal 2: To approve the implementation of a new “manager of managers” order.

What is Proposal 2?

Proposal 2 relates to a type of exemptive relief granted by the U.S. Securities and Exchange Commission (“SEC”), known as a “manager of managers” order, that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement.

The Funds, except for The International Equity Portfolio of the Delaware Pooled® Trust, have been previously granted a manager of managers order that allows them to hire unaffiliated sub-advisors and to make material amendments to the related sub-advisory contracts. It is proposed that the Funds seek new manager of managers relief that would give them authority to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts.

For shareholders of The International Equity Portfolio of the Delaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the new manager of managers order related to both affiliated and unaffiliated sub-advisors as described above, as well as to the manager of managers order related only to unaffiliated sub-advisors that the rest of the Funds have already adopted.

Why should shareholders approve this Proposal?

Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required in order to hire a new sub-advisor that is affiliated (and unaffiliated for The International Equity Portfolio) with the Funds’ investment advisor or to change certain material terms of a related sub-advisory agreement. If the Funds were granted the new manager of managers order that included affiliated (and unaffiliated for The International Equity Portfolio) sub-advisors, it would permit the Funds’ investment advisor to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Boards believe would benefit the Funds and their shareholders.

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Proposal 3: To revise the fundamental investment restriction relating to lending.

What is Proposal 3?

The Trusts each have a fundamental investment restriction related to making loans which is more limited in scope than what is required by federal securities laws. As a result, the restrictions prohibit certain lending activities that would be otherwise permissible for the Funds, including interfund borrowing and lending. Proposal 3 provides for the revision of the restriction related to loans to expand the scope of lending activities in which the Funds could engage.

Why should shareholders approve this Proposal?

Changing the fundamental investment restriction related to loans would enable the Funds to accommodate industry and market developments and provide them with additional liquidity resources.

Proposal 4: To revise the fundamental concentration restriction to remove the reference to banking instruments.

What is Proposal 4?

Proposal 4 is only for shareholders of Delaware Cash Reserve® Fund. Delaware Cash Reserve Fund’s fundamental investment restriction related to the concentration of investments within various industries is more limited in scope than what is required by federal securities laws. Proposal 4 provides for the revision of the Delaware Cash Reserve Fund’s concentration restriction to permit the Fund to invest more than 25% of its assets in banking securities.

Why should shareholders approve this Proposal?

The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration would allow the Fund’s portfolio manager to deploy capital to appropriate investments under varying market conditions while continuing to ensure that the Fund maintains the investment mix and risk profile required under the federal securities laws. Shareholders are expected to benefit from the Fund’s concentration policy being more closely aligned with applicable requirements.

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Proposal 5(a): To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares.

What is Proposal 5(a)?

Proposal 5(a) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add detailed procedures for the transfer of shares. The proposed language would provide express protection to the Funds and the Board for relying on the books of a Trust with respect to the identity of the shareholders of record.

Why should shareholders approve this Proposal?

The proposed amendments would add transparency to the process of transferring ownership of shares. Clarifying the share transfer provisions in each Trust’s Agreement and Declaration of Trust benefits both the Funds and shareholders, as it provides greater certainty with respect to ownership.

Proposal 5(b): To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.

What is Proposal 5(b)?

Proposal 5(b) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add a provision requiring that shareholders provide certain information upon the request of the Board. The proposed amendment would require shareholders of record to disclose direct and indirect share ownership information to a Fund upon Board demand, in the event that the Fund needed such information to comply with tax requirements.

Why should shareholders approve this Proposal?

Having the ability to obtain shareholder ownership information will allow the Funds to more effectively and efficiently comply with current and future tax regulations.

Proposal 5(c): To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies.

What is Proposal 5(c)?

Proposal 5(c) provides for the amendment of each Trust’s By-Laws to change a provision related to proxy matters. Each Trust’s Agreement and Declaration of Trust currently provides that the revocability of a proxy is governed by the Delaware

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General Corporation Law. The proposed amendment to the By-Laws expands the application of Delaware General Corporation Law to all matters relating to proxies, thereby providing the Funds with a defined body of law to govern matters relating to proxies.

Why should shareholders approve this Proposal?

The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies.

Who may vote and how many votes am I entitled to cast?

Only shareholders of record of the Funds on the record date will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement. The record date is the close of business on January 22, 2015. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.

How do I vote my shares?

You may vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope. You may also vote by telephone by calling 800 337-3503 or via the Internet at proxydirect.com. In addition, you may attend the Meeting and vote in person.

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PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES

Introduction to Proposal 1

In Proposal 1, shareholders are being asked to elect ten trustees (the “Trustee Nominees”) to the Board of each Trust.

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 advisor, the distributor, and others who perform services for the Trust. Each Board is 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. Nine of the Trustee Nominees standing for election are presently members of the Boards: Thomas L. Bennett, Joseph W. Chow, Patrick P. Coyne, John A. Fry, Lucinda S. Landreth, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Janet L. Yeomans, and J. Richard Zecher. Ann Borowiec has not previously served as a Trustee for the Trusts. Prior to her recent retirement, Ms. Borowiec served as Chief Executive Officer of Private Wealth Management at J.P. Morgan Chase & Company.

Each Board is comprised of the same Board members. Nine of the ten Trustee Nominees are not “interested persons” of the Trusts, as that term is defined in the 1940 Act (together, the “Independent Trustees”). Only Mr. Coyne is deemed to be an “Interested Trustee” of the Trusts, because he is an executive officer of the Funds’ investment advisor, Delaware Management Company (“DMC” or the “Manager”). Appendix B contains a description of the background of the Trustee Nominees and related information.

The Trustees believe that having a common Board for all Funds in the complex is efficient and enhances the ability of the Boards to address their responsibilities to each Fund in the complex. The Trustees believe that the common board structure allows the Trustees to leverage their individual expertise and that their judgment is enhanced by being Trustees of all of the Funds in the complex. Mr. Coyne, who is the sole interested Trustee, serves as the Chairman of the Board. The Board believes that having a representative of Fund management as its Chairman is beneficial to the complex. Mr. Coyne is President of the Manager and its other service provider affiliates and oversees the day-to-day investment and business affairs affecting the Manager and the complex. Accordingly, his participation in the Boards’ deliberations helps assure that the Boards’ decisions are informed. Mr. Coyne’s presence on the Boards ensures that the Boards’ decisions are accurately communicated to, and implemented

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by, Fund management. In addition, the Independent Trustees designate one of their members to serve as the lead Independent Trustee (the “Coordinating Trustee”). Currently, Mr. Bennett serves as the Coordinating Trustee. The Coordinating Trustee, in consultation with Fund management, legal counsel, and the other Trustees, proposes Board agenda topics, actively participates in developing Board meeting agendas, and ensures that appropriate and timely information is provided to the Boards in connection with Board meetings. The Coordinating Trustee also conducts meetings of the Independent Trustees. Finally, the Coordinating Trustee generally serves as a liaison among outside Trustees, the Chairman, Fund officers, and legal counsel, and is an ex officio member of the Nominating and Corporate Governance Committee. The Boards also have adopted a diversity policy.

If elected, each Trustee Nominee will hold office for an indefinite term until he or she dies, resigns, is declared bankrupt or incompetent by a court or appropriate jurisdiction, or is removed, or, if sooner than any such events, until his or her successor is elected and qualified: The Trustee Nominees are available to serve and have consented to serve if elected. If a Trustee Nominee should become unavailable to serve before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated by the Board’s Nominating and Corporate Governance Committee as Trustees.

How are nominees for Trustee selected?

Each Board’s Nominating and Corporate Governance Committee recommends nominations for Board members 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, Chairperson; Thomas L. Bennett, Coordinating Director/Trustee (ex officio); Janet L. Yeomans; Thomas K. Whitford; and Frances A. Sevilla-Sacasa, all of whom are Independent Trustees. Each Board’s Nominating and Corporate Governance Committee held six meetings during the 12-month period ended December 31, 2014. Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, a copy of which is attached as Appendix C to this Proxy Statement.

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The Nominating and Corporate Governance Committee met on October 21, 2014 and November 19, 2014 to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and their independence from the Funds’ investment advisor and its affiliates and other Fund service providers, as well as such other information as the committee deemed relevant to its considerations. The Nominating and Corporate Governance Committee recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on December 23, 2014, the Independent Trustees and the full Board selected and nominated the Trustee Nominees for election by the shareholders of each Trust.

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

The Boards held six meetings during the 12-month period ended December 31, 2014. 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 advisor 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 the Trustee Nominees as of October 31, 2014.

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 December 31, 2014 and the aggregate compensation that each Independent Trustee received from the Delaware Investments® Family of Funds during that period.

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 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.

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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 Audit Committee consists of the following Independent Trustees: Joseph W. Chow, Chairperson; Lucinda S. Landreth; Janet L. Yeomans; and Frances A. Sevilla-Sacasa. Each Audit Committee held six meetings during the 12-month period ended December 31, 2014.

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 Independent Trustees Committee held four meetings during the 12-month period ended December 31, 2014.

Investments Committee. The primary purpose of the Investments Committee is to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds by their investment advisor as well as any sub-advisors; (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 advisor regarding investment performance and expenses, and suggest changes to such reports. Each Investments Committee consists of the following Independent Trustees: J. Richard Zecher, Chairperson; Janet L. Yeomans; Joseph W. Chow; Lucinda S. Landreth; and Thomas K. Whitford. Each Investments Committee held five meetings during the 12-month period ended December 31, 2014.

Who are the Trusts’ independent auditors?

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

Audit Fees. Appendix G shows the aggregate fees billed for each Trust for each of the last two fiscal years for professional services rendered by PwC 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 PwC 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 PwC 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 PwC for providing such services to the Funds’ investment advisor or other service providers that are under common control with the Funds’ investment advisor.

Tax Fees. Appendix G also shows the aggregate fees billed for each Trust in each of the last two fiscal years for professional services rendered by PwC 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. PwC did not during any Trust’s last two fiscal years provide any such services to the Funds’ investment advisor or other service providers under common control with the Funds’ investment advisor.

Aggregate Non-Audit Fees. Appendix G also shows, for each Trust’s last two fiscal years, the aggregate non-audit fees billed by PwC for services rendered to the Trust, its investment advisor, and any entity controlling, controlled by, or under common control with its investment advisor 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 advisor, and any entity controlling, controlled by, or under common control with the Trust’s investment advisor that provides ongoing services to the Trust, is compatible with maintaining the independence of PwC. The Audit Committee has determined that PwC’s provision of these services is compatible with maintaining PwC’s independence.

All Other Fees. There were no additional fees paid by any Trust or by the Funds’ investment advisor or other service providers under common control with the Funds’ investment advisor during such Trust’s last two fiscal years for products and services provided by PwC, other than the services reported above except for audit fees paid by DMC, Delaware Service Company (“DSC”), and Delaware Distributors, L.P. of $357,000 and $391,000 for the years ended March 31, 2013 and March 31, 2014, respectively. In addition, PWC provided a compensation study at the request of the Boards of Trustees for a total cost of $55,000.

Pre-Approval Policies and Procedures. The Audit Committee has adopted Pre-Approval Policies and Procedures for each Trust, which are set forth in Appendix H to this Proxy Statement. All of the fees disclosed above and in Appendix G were pre-approved pursuant to the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve any of the services described above pursuant to thede minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.

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What is a quorum and what is the required vote to elect Trustees?

A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.

Provided that Quorum requirements for a Trust have been satisfied, each Trustee Nominee will be elected to the Board of that 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 ten individuals receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
TRUSTEE NOMINEES UNDER PROPOSAL 1.

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PROPOSAL 2: NEW MANAGER OF MANAGERS RELIEF

Introduction to Proposal 2

Proposal 2 relates to a type of exemptive relief granted by the U.S. Securities and Exchange Commission (“SEC”), known as a “manager of managers” order, that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement. Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required to hire a new sub-advisor or to change certain material terms of a sub-advisory agreement.

The exemptive relief provided by a manager of managers order enables funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements. In addition, should a fund have a poorly performing sub-advisor or one whose management team has left or is going through a change of control, the investment advisor and board of trustees would have the ability to replace the sub-advisor quickly under the terms of the manager of managers order, helping to mitigate any detrimental impact to the fund.

Under the terms of manager of managers orders, the investment advisor may hire a sub-advisor subject to board approval, without a shareholder vote. However, shareholders, by means of an information statement, are fully informed of any sub-advisor changes and can make an informed decision about the merits of such sub-advisor when determining whether to continue investing in a fund.

In 2005, Delaware Investments® Funds conducted a complex-wide shareholder meeting at which shareholders for the Funds, with the exception of The International Equity Portfolio of the Delaware Pooled® Trust, approved the use of a manager of managers order and the related multi-manager structure. This multi-manager structure approval related to the hiring of both unaffiliated and affiliated sub-advisors. Shareholders of The International Equity Portfolio of the Delaware Pooled Trust did not approve the use of the manager of managers order in connection with the 2005 proxy solicitation.

In 2006, the SEC granted the Funds a manager of managers order (the “Current MOM Order”) that permits the Funds’ investment advisor, Delaware Management Company (“DMC” or the “Manager”), with the approval of the Board, to appoint and replace unaffiliated sub-advisors for the Funds, enter into sub-advisory agreements

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with such entities, and materially amend and terminate such sub-advisory agreements on behalf of the Funds. The Current MOM Order does not apply to sub-advisors that are affiliated with DMC. The Funds formed since the 2005 complex-wide shareholder meeting are covered by the Current MOM Order granted in 2006.

Proposal 2 relates to the filing of an exemptive application that would give the Funds authority under a new manager of managers order (the “New MOM Order”) to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts.

In recent years, the SEC has granted other fund complexes manager of managers orders which allow an advisor to appoint and replace both unaffiliated sub-advisors and wholly owned subsidiaries of the advisor or its parent company without seeking shareholder approval. The conditions of these recent exemptive orders are materially the same as the Funds’ Current MOM Order.

Macquarie Group Limited’s acquisition of Delaware Investments in 2010 expanded the number of DMC affiliates that are investment managers which may be able to provide services to the Funds. The ability to hire these affiliated sub-advisors without the need for shareholder approval would benefit the Funds by providing them with efficient and timely access to world-class asset managers from within the broader Macquarie organization. In the future, there may be other opportunities for a Fund to hire a sub-advisor that is an indirect or direct wholly owned affiliate of DMC.

If the Funds were granted the New MOM Order that included any affiliated sub-advisors, it would permit DMC to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Board believes would benefit the Funds and their shareholders.

Effect of Proposal 2 with respect to Delaware Pooled® Trust’s International Equity Portfolio only

For shareholders of The International Equity Portfolio of the Delaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the New MOM Order related to both affiliated and unaffiliated sub-advisors, as well as to the Current MOM Order related to unaffiliated sub-advisors only, both as described in the introduction to this Proposal. In the event that the Funds are not able to obtain exemptive relief under the New MOM Order that includes affiliated sub-advisors, approval of Proposal 2 by The International Equity Portfolio’s shareholders will have the effect of permitting the Portfolio to rely on the multi-manager structure under the Current MOM Order. Having the New MOM Order or the Current MOM Order apply to The International Equity Portfolio

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would enable DMC to operate with greater efficiency and flexibility on behalf of the Portfolio and avoid the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements.

Quorum and Required Vote

A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.

Provided that Quorum requirements have been satisfied for a Trust, to become effective with respect to a particular Fund in that Trust, Proposal 2 must be approved by a 1940 Act Majority (defined below) vote of the outstanding voting securities for each Fund. The approval of Proposal 2 by one Fund is not contingent on the approval of Proposal 2 by any other Fund.

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

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR PROPOSAL 2.

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PROPOSAL 3: AMENDMENT OF FUNDAMENTAL INVESTMENT
RESTRICTION RELATING TO LENDING

Introduction to Proposal 3

The Trusts each have a fundamental investment restriction related to making loans. The current restrictions related to loans are more limited in scope than what is required by the 1940 Act, and in their current form, the restrictions prohibit certain lending activities that are otherwise permissible for the Funds, including interfund borrowing and lending (which would in addition require exemptive relief from the SEC). The proposed changes to the restriction related to loans expand the scope of lending activities that the Funds could engage in, enabling the Funds to accommodate industry and market developments, as well as providing additional liquidity resources.

Under the 1940 Act, fundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the fundamental investment restriction related to lending are shown below:

Current Language      Proposed Language

The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests.

The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the Investment Company Act of 1940, as amended (“1940 Act”), any rule or order thereunder, or Securities and Exchange Commission (“SEC”) staff interpretation thereof, may permit. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.


DMC’s ability to manage a Fund’s assets in a changing investment environment may be enhanced by modifying and modernizing unnecessarily restrictive or outdated fundamental investment restrictions. The proposed changes to the fundamental investment restriction related to loans will provide greater investment management flexibility to respond to market, industry, regulatory, or technical innovations.

In addition, the proposed changes to the restriction would permit the Funds to engage in interfund lending, subject to SEC approval of an exemptive application. Interfund lending would allow one Delaware Investments® Fund to temporarily lend cash to another Delaware Investments Fund, subject to certain requirements. An interfund borrowing and lending program may provide the opportunity for a borrowing fund to pay a lower interest rate than would be typically available from

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a bank, and a lending fund to receive an interest rate higher than what could be expected typically from investing cash in short term instruments for cash management purposes. Interfund lending could provide a source of immediate, short-term liquidity pending settlement of the sale of portfolio securities. For example, interfund lending could provide a borrowing fund with significant savings at a time when the cash position of the borrowing fund is insufficient to meet temporary cash requirements in situations where shareholder redemptions exceed expected volumes and a fund has insufficient cash on hand to satisfy such redemptions.

If the Funds receive shareholder approval to amend the fundamental investment restriction, as well as exemptive relief from the SEC, the Funds may revise their existing credit facility with a consortium of banks for the credit line to allow for interfund lending.

Quorum and Required Vote

A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.

Provided that Quorum requirements have been satisfied for a Trust, to become effective with respect to a particular Fund in that Trust, Proposal 3 must be approved by a 1940 Act Majority vote of the outstanding voting securities of the Fund.

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

The approval of Proposal 3 by one Fund is not contingent on the approval of Proposal 3 by any other Fund. If Proposal 3 is not approved by shareholders of a Fund, the current fundamental investment limitation regarding making loans will remain in effect for that Fund.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR PROPOSAL 3.

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PROPOSAL 4: AMENDMENT OF FUNDAMENTAL INVESTMENT
RESTRICTION RELATED TO CONCENTRATION
(DELAWARE CASH RESERVE® FUND ONLY)

Introduction to Proposal 4

This proposal relates solely to shareholders of Delaware Cash Reserve Fund. Delaware Cash Reserve Fund, a money market fund, has a fundamental investment restriction relating to its ability to concentrate its investment within various industries. The current restriction is more limited in scope than what is required by the 1940 Act. In its current form, the Fund’s fundamental investment restriction limits the Fund’s ability to concentrate its investment in banking securities to 25% of its assets. The proposed changes to the restriction would permit the Delaware Cash Reserve Fund to invest more than 25% of its assets in banking securities.

Under the 1940 Act, fundamental investment restrictions may only be changed with shareholder approval. The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration are shown below:

Current Language      Proposed Language

The Fund shall not:
1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry; provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in certificates of deposit. In addition, the Fund may concentrate its investments in bankers’ acceptances of banks with more than one billion dollars in assets or banking holding companies whose securities are rated A-2 or better by Standard & Poor’s Financial Services LLC or P-2 or better by Moody’s Investors Service, Inc.

The Fund shall not:
1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry or group of industries; provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in bank instruments.


Guidance issued by the SEC staff provides that in addition to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, a money market fund may also invest without limitation in certain banking instruments without violating the concentration prohibitions of Section 8(b) of the 1940 Act. Currently, the concentration policy of Delaware Cash Reserve Fund allows the Fund to invest without limitation in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities or in certificates of deposit. The policy also permits the Fund to concentrate its investments in bankers’ acceptances of banks with more

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than one billion dollars in assets or banking holding companies whose securities are rated A-2 or better by Standard & Poor’s Financial Services LLC or P-2 or better by Moody’s Investors Service, Inc. In addition to the obligations that are currently enumerated in the Fund’s concentration policy, applicable SEC guidance permits a money market fund to invest without limitation in certain banking instruments. The proposed changes to Delaware Cash Reserve® Fund’s concentration policy would permit the Fund to invest without limitation in banking instruments, consistent with applicable guidance issued by the SEC. In addition, the proposed changes will expand the universe of potential investments in which the Delaware Cash Reserve Fund may invest, given the recent money market fund developments and other related SEC initiatives.

The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration would allow the Fund’s portfolio manager to deploy capital to appropriate investments under varying market conditions while continuing to ensure that the Fund maintains the investment mix and risk profile required under Rule 2a-7 of the 1940 Act. Shareholders are expected to benefit from the Fund’s concentration policy being more closely aligned with applicable SEC requirements.

Quorum and Required Vote

A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.

Provided that Quorum requirements have been satisfied, Proposal 4 must be approved by a 1940 Act Majority vote of the outstanding voting securities of Delaware Cash Reserve Fund.

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

If Proposal 4 is not approved by shareholders of Delaware Cash Reserve Fund, the Fund’s current fundamental investment limitation related to concentration will remain in effect.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
DELAWARE GROUP
® CASH RESERVE UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR PROPOSAL 4.

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PROPOSALS 5(A)—(C): AMENDMENTS TO
FUND CHARTER DOCUMENTS

Introduction to Proposals 5(a) through 5(c)

Proposals 5(a) through 5(c) relate to proposed amendments to each Trust’s Agreement and Declaration of Trust and By-Laws, which are the Trusts’ governing instruments. These proposed amendments would generally provide greater clarity on applicable law and record-keeping and enhance the Board’s ability to conduct business at shareholder meetings and to obtain certain shareholder information. The four proposed amendments relate specifically to (a) documenting the transfer of shares; (b) obtaining shareholder disclosure; and (c) the applicability of Delaware law to proxy matters, as described in greater detail below.

Proposal 5(a)

Proposal 5(a) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add detailed procedures for the transfer of shares. The proposed amendments would add transparency to the process of transferring ownership of shares. The proposed language would provide express protection to the Funds and the Boards for relying on the books of a Trust with respect to the identity of the shareholders of record.

The proposed language provides a Fund would have no obligation to recognize a transfer of shares unless such transfer has been effected in accordance with established procedures. To effect these changes, a new Section 3 related to the documentation of the transfer of shares is proposed to be added to each Trust’s Agreement and Declaration of Trust, as follows:

Transfer of Shares. Except as otherwise provided by the Board of Trustees,Shares shall be transferable on the books of the Trust only by the record holder thereof or by his, her or its duly authorized agent upon delivery to the Board of Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Board of Trustees. Upon such delivery, and subject to any further requirements specified by the Board of Trustees or contained in the By-Laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Board of Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

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Clarifying the share transfer provisions in each Trust’s Agreement and Declaration of Trust benefits both the Funds and shareholders, as it provides greater certainty with respect to ownership.

Proposal 5(b)

Proposal 5(b) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add a provision requiring that shareholders provide certain information upon the request of the Board. The proposed amendment would require shareholders of record to disclose direct and indirect share ownership information to a Fund upon Board demand, in the event that the Fund needed such information to comply with tax requirements.

Having the ability to obtain shareholder ownership information will allow the Funds to more effectively and efficiently comply with current and future tax regulations. To effect these changes, each Agreement and Declaration of Trust will be revised to add an additional paragraph (e) to Section 2 of Article VI, which is related to redemptions at the option of a shareholder. The new language related to shareholder ownership information is proposed to be added to each Trust’s Agreement and Declaration of Trust, as follows:

(e) The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority.

The proposed amendments will allow the Funds to obtain shareholder information when necessary, to comply with applicable tax regulations in present and future circumstances.

Proposal 5(c)

Proposal 5(c) provides for the amendment of each Trust’s By-Laws to change a provision related to proxy matters. Each Trust’s Agreement and Declaration of Trust currently provides that the revocability of a proxy is governed by the Delaware General Corporation Law. The proposed amendment to the By-Laws expands the application of Delaware General Corporation Law to all matters relating to proxies, thereby providing the Funds with a defined body of law to govern matters relating to proxies.

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To effect these changes, Section 9 of Article II of each Trust’s By-Laws is proposed to be amended as shown below:

Current Language      Proposed Language

Section 9.PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted;provided,however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware.

With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications or any other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger.

Section 9. PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy.

A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Subject to the provisions of the [Delaware Statutory Trust Act], the Declaration of Trust, or these By-Laws, the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, shall govern all matters concerning the giving, voting or validity of proxies, as if the Trust were a Delaware corporation and the shareholders were stockholders of a Delaware corporation. Notwithstanding any other provision herein to the contrary, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the shareholders of one or more Series or classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting.


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Current Language      Proposed Language

With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications or any other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger.


The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies.

Management believes that a court would likely look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds. Accordingly, this proposed amendment to the By-Laws is not intended to substantively change the rights of shareholders. Moreover, each Trust’s governing instruments permit the By-Laws to be amended without shareholder approval. Because there is a possibility that a current or future interpretation of, or amendment to, the Delaware General Corporation Law could substantively change the rights of shareholders with respect to proxy-related issues, however, the Boards consider it to be appropriate to obtain shareholder approval for this particular proposed amendment to the By-Laws.

In the event that shareholders do not approve this proposed amendment to the By-Laws, Fund management expects that a court would still be likely to look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds. In the absence of this amendment to the By-Laws, however, there would be less certainty that a court would look exclusively to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds, and it is possible that a court might also look to other Delaware law or the laws of other jurisdictions in interpreting proxy-related issues for the Funds.

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Quorum and Required Vote

A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.

Provided that Quorum requirements have been satisfied for a Trust, Proposals 5(a)-(c) each must be approved by the affirmative vote of a majority of votes cast. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposals 5(a)-(c).

FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
PROPOSALS 5(A) THROUGH (C).

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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 January 22, 2015 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. If sufficient votes to approve a Proposal for a Fund are not received by the date of the Meeting or any reconvened Meeting following an adjournment, the Meeting or reconvened Meeting may be adjourned for that Fund or for that Proposal, and the Fund may also call the vote on some Proposals but adjourn with regard to other Proposals, to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy cards will vote their proxies in 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. Broker non-votes are proxies from brokers or nominees that vote on matters for which they have discretionary authority to vote (“discretionary items,” e.g., the election of trustees), but also indicate that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote (“non-discretionary items,” e.g., changes to fundamental investment restrictions). Because the Meeting has both discretionary and non-discretionary items on the agenda, the Funds anticipate receiving broker non-votes. Abstentions and broker non-votes are considered as shares present at the Meeting but are not considered votes cast. As a result, abstentions and broker non-votes will have the same effect as a vote “Against” the Proposals requiring a “1940 Act Majority,” but will have no effect on Proposals requiring a plurality or majority of votes cast.

How do I ensure my vote is accurately recorded?

You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting in accordance with your voting instructions by the persons appointed as proxies.

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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 the Trustee Nominees in Proposal 1 and for Proposals 2–5. Your proxies will also be voted in the discretion of the persons appointed as proxies on any other matters that may properly come before the Meeting or any adjournment or postponement of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting. If your shares are held of record by a broker/dealer and you wish to vote in person at the Meeting, you must obtain a legal proxy from the broker of record and present it at the Meeting.

May I revoke my proxy?

You may revoke your proxy at any time 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. A subsequent proxy before your original proxy is voted, electronically or otherwise, will supersede your prior proxy. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy. 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. 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 J shows as of January 22, 2015, as to each 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 (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy. Please refer to each Proposal for the applicable voting standard.

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Who will pay the expenses of the Meeting?

Each Fund will bear its proportionate cost of the proxy preparation, mailing and solicitation. Costs will generally be allocated across the Funds according to assets under management. The Funds have engaged Computershare Fund Services (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $5.9 million. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. The agreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.

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.

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

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shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.

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

Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address (a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating 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 Attention: Shareholder Services, P.O. Box 9876, Providence, RI 02940-8076, by overnight courier service to 4400 Computer Drive, Westborough, MA 01581-1722, 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 shareholder meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders. The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of the Board, or the President of the Trust.

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

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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.

How may I communicate with the Boards?

Shareholders who wish to communicate to the Boards may address correspondence to Thomas L. Bennett, Coordinating Trustee for the Trusts, c/o 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. Delaware Investments Fund Services Company (“DIFSC”), an affiliate of DMC, located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent (the “Transfer Agent”) pursuant to a Shareholder Services Agreement. The Transfer Agent is paid a fee by the Funds for providing these services consisting of an asset-based fee and certain out-of-pocket expenses. The Transfer Agent will bill, and the Funds will pay, such compensation monthly. Omnibus and networking fees charged by financial intermediaries and subtransfer agency fees are passed on to and paid directly by the Funds. The Transfer Agent’s compensation is fixed each year and approved by the Board, including a majority of the Independent Trustees.

BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”), 480 Washington Boulevard, Jersey City, NJ 07310, provides subtransfer agency services to the Funds. In connection with these services, BNYMIS administers the overnight investment of cash pending investment in the Funds or payment of redemptions. The proceeds of this investment program are used to offset the Funds’ transfer agency expenses.

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

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DIFSC provides fund accounting and financial administration oversight services to the Funds. Prior to November 1, 2014, Delaware Service Company (“DSC”) provided fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DIFSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DIFSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DIFSC under the service agreements described above will be allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis.

Distribution Services. Delaware Distributors, L.P., located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as the national distributor of the Funds’ shares. The Distributor is an affiliate of DMC. The Distributor has agreed to use its best efforts to sell shares of the Funds. Shares of the Funds are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trust.

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

PRINCIPAL HOLDERS OF SHARES

As of January 22, 2015, 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 K.

To the best knowledge of the Trusts, as of January 22, 2015, no person, except as set forth in Appendix L, owned of record 5% or more of the outstanding shares of any Fund. Except as noted in Appendix L, 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 HOLDING JOINT MEETING

APPENDIX B – TRUSTEE NOMINEES

APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES

APPENDIX E – TRUSTEE COMPENSATION

APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS

APPENDIX G – AUDITOR INFORMATION

APPENDIX H – PRE-APPROVAL POLICIES AND PROCEDURES

APPENDIX I – TRUSTEES AND OFFICERS OF DMC

APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING

APPENDIX K – 1% SHARE OWNERSHIP

APPENDIX L – 5% SHARE OWNERSHIP

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APPENDIX A – TRUSTS AND SERIES HOLDING JOINT MEETING

Trust      Funds
Delaware Group® Adviser FundsDelaware Diversified Income Fund
Delaware Global Real Estate Opportunities 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 Value®Fund
Delaware Group®Equity Funds IVDelaware Healthcare Fund
Delaware Smid Cap Growth Fund
Delaware Group®Equity Funds V Delaware Dividend Income Fund
Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
Delaware Group Foundation Funds®Delaware Foundation®Conservative
Allocation Fund
 Delaware Foundation®Growth Allocation Fund
Delaware Foundation®Moderate Allocation Fund
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 Emerging Markets Debt Fund
Delaware Inflation Protected Bond Fund
Delaware Group®Income FundsDelaware Corporate Bond Fund
Delaware Diversified Floating Rate Fund
Delaware Extended Duration Bond Fund
Delaware High-Yield Opportunities Fund
Delaware Group®Limited-TermDelaware Limited-Term Diversified Income Fund
Government Funds
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

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Trust      Funds
Delaware Pooled®TrustThe Core Plus Fixed Income Portfolio
The Emerging Markets Portfolio
The Emerging Markets Portfolio II
The Focus Smid-Cap Growth Equity Portfolio
The High-Yield Bond Portfolio
The International Equity Portfolio
 The Labor Select International Equity Portfolio
The Large-Cap Growth Equity Portfolio
The Large-Cap Value Equity Portfolio
The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund)
The Select 20 Portfolio
Delaware VIP®TrustDelaware VIP®Diversified Income Series
Delaware VIP®Emerging Markets Series
Delaware VIP®High Yield Series
Delaware VIP®International Value Equity Series
Delaware VIP®Limited-Term Diversified Income Series
Delaware VIP®REIT Series
Delaware VIP®Small Cap Value Series
 Delaware VIP®Smid Cap Growth Series
Delaware VIP®U.S. Growth Series
Delaware VIP®Value Series
Voyageur Insured FundsDelaware Tax-Free Arizona Fund
Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund
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 Select Growth Fund
Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund

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APPENDIX B – TRUSTEE NOMINEES

Number ofOther
PortfoliosDirectorships
                     Principal       in Fund       Held by
  Position(s)   Occupation(s) Complex Trustee
Name, Address, Held with Length of During Past Overseen during the Past
and Birth Date the Trusts Time Served 5 Years by Trustee Five Years
Interested Trustee
 
Patrick P. Coyne1Chairman,Chairman andPatrick P. Coyne65Board of
2005 Market StreetPresident,Trustee sincehas served inGovernors
Philadelphia,ChiefAugust 16, 2006various executive Member –
PA 19103Executive capacities at differentInvestment
Officer, andPresident andtimes at DelawareCompany
April 1963TrusteeChief ExecutiveInvestments.2Institute (ICI)
Officer since
August 1, 2006Director
and Audit
Committee
Member —
Kaydon Corp.
(2007-2013)
 
Independent Trustees
 
Thomas L. BennettTrusteeSincePrivate Investor —65 Director —
2005 Market StreetMarch 2005(March 2004 – Present)Bryn Mawr Bank
Philadelphia,Corp. (BMTC)
PA 19103(April 2007 –
Present)
October 1947
 
Ann BorowiecProposedN/ACEO, Private WealthN/ACo-Chair and
2005 Market StreetTrustee ManagementTrustee —
Philadelphia, (2011 – 2013) and JerseyCAN
PA 19103Market Manager, 
 New Jersey PrivateTrustee —
November 1958  Bank (2005 – 2011) –50CAN
JP Morgan
Chase & Co.Trustee and
Executive
Committee
Member —
NJPAC
 
Trustee — New
Jersey Symphony
Orchestra

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Name, Address,
and Birth Date
       Position(s)
Held with
the Trusts
       Length of
Time Served
       Principal
Occupation(s)
During Past
5 Years
       Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
       Other
Directorships
Held by
Trustee
during the Past
Five Years
Independent Trustees (continued)
 
Joseph W. Chow TrusteeSinceExecutive Vice65Director
2005 Market Street January 2013President (Emergingand Audit
Philadelphia, Economies Strategies,Committee
PA 19103 Risk and CorporateMember –
 Administration)Hercules
January 1953 Technology
 State StreetCapital, Inc.
 Corporation (July(2004-2014)
 2004 – March 2011)
 
John A. Fry TrusteeSincePresident – Drexel65Director –
2005 Market Street January 2001University (AugustHershey Trust
Philadelphia, 2010 – Present)Company
PA 19103 
 President — FranklinDirector, Audit
May 1960 & Marshall CollegeCommittee, and
 (June 2002 –Governance
 July 2010)Committee
 Member —
 Community
 Health Systems
 
Lucinda S. TrusteeSincePrivate Investor65None
Landreth March 2005(2004 – Present)
2005 Market Street 
Philadelphia, 
PA 19103 
 
June 1947 
 
Frances A. TrusteeSinceChief Executive65Trust Manager
Sevilla-Sacasa September 2011Officer – Banco Itauand Audit
2005 Market Street InternationalCommittee
Philadelphia, (April 2012 – Present)Member –
PA 19103 Camden
 Executive Advisor toProperty Trust
January 1956 Dean (August 2011 –
 March 2012) and
 Interim Dean (January
 2011 – July 2011) –
 University of Miami
 School of Business
 Administration

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Name, Address,
and Birth Date
       Position(s)
Held with
the Trusts
       Length of
Time Served
       Principal
Occupation(s)
During Past
5 Years
       Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
       Other
Directorships
Held by
Trustee
during the Past
Five Years
Independent Trustees (continued)
 
Thomas K. TrusteeSinceVice Chairman65Director –
Whitford January 2013(2010 – April 2013),HSBC Finance
2005 Market Street Chief AdministrationCorporation
Philadelphia, Officer (2008 – 2010)and HSBC
PA 19103 and Executive ViceNorth American
 President and ChiefHoldings Inc.
March 1956 Administrative Officer
 (2007–2009) –
 PNC Financial
 Services Group
 
Janet L. Yeomans TrusteeSinceVice President and65Director, Audit
2005 Market Street April 1999Treasurer (Januaryand Compliance
Philadelphia, 2006 – Present), ViceCommittee
PA 19103 President — MergersChair, Investment
 & AcquisitionsCommittee
July 1948 (January 2003 –Member, and
 January 2006), andGovernance
 Vice President (JulyCommittee
 1995 – January 2003)Member –
 3M CorporationOkabena
 Company
 
 Chair – 3M
 Investment
 Management
 Committee
 (2005–2012)
 
J. Richard Zecher TrusteeSinceFounder — Investor65Director and
2005 Market Street March 2005Analytics (RiskCompensation
Philadelphia, Management) (MayCommittee
PA 19103 1999 – Present)Chairperson —
 Investor
July 1940 Founder — P/EAnalytics
 Investments (Hedge
 Fund) (SeptemberDirector – P/E
 1996 – Present)Investments
____________________

1Mr. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC.
 
2Delaware Investments® is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment advisor, principal underwriter, and transfer agent.

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APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER

As Amended 5/16/07
As Further Amended 11/15/07
As Further Amended 5/22/08
As Further Amended 11/20/08
As Further Amended 2/16/10
As Further Amended 2/15/11
As Further Amended 5/22/13

NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER

DELAWARE INVESTMENTS® FAMILY OF FUNDS

NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER

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

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and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers.

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

3.Coordinating Trustee. The Committee shall nominate the Coordinating Trustee.

4.Committees. The Committee shall annually review the membership of and annually recommend persons to serve as chairpersons and members of each committee of the Board. The Committee shall also review the continued appropriateness of existing committees and consider the addition of new committees. The Committee shall also make recommendations for chairpersons and members of any new committee established by the Board.

5.Affiliated Directors/Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board.

6.Shareholder Recommendations. The Committee shall consider shareholder recommendations for nominations to the Board of Directors.

7.Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees and Board diversity, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.

Corporate Governance

1. The Committee shall evaluate annually the ability of each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as required based on the Committee’s evaluation.

2. The Committee shall evaluate whether a particular fund on which an Independent Trustee/Director serves is a competing mutual fund for purposes of the Policy Regarding Service on Competitive Boards.

3. The Committee shall review on an annual basis the total of each Director’s/Trustee’s investments in the Funds to monitor compliance with the Policy Regarding Mandatory Investment in the Funds by Trustees/Directors.

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4. The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues.

5. The Committee shall oversee educational sessions of the meetings of the Board of Directors/Trustees and the purpose, content, organization and effectiveness of the orientation process for new members of the Board of Directors/Trustees.

6. At least annually, the Committee shall review the amount of compensation payable to the independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure.

7. The Committee shall monitor the performance of counsel for the independent Directors/Trustees.

8. The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees and shall review and respond, as appropriate, to shareholders who communicate with the Board of Directors/Trustees.

Other Powers and Responsibilities

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

2. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees.

3. The Committee shall review annually the Board of Directors/Trustees Policies and Practices.

4. The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy.

5. The Committee shall conduct an annual performance evaluation of the Committee.

6. The Committee shall review the annual performance evaluation of the Board and report its findings and recommendations to the Committee of Independent Directors/Trustees.

7. The Committee shall review annually Director and Officer insurance matters and report its findings and recommendations to the Board.

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8. The Committee shall review annually the compensation for the ChiefCompliance Officer and report its findings and recommendations to the Board.

9. The Committee shall, at least annually, review the Charter of the Committee of Independent Directors/Trustees and recommend any changes to the Committee of Independent Directors/Trustees.

10. In the event that Delaware Investments is considering a merger or other transaction and desires input from the Board of Directors/Trustees, the Committee shall respond to any such inquiries.

11. The Committee shall perform such other functions that shall be delegated to it from time to time by the Board.

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APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES

The following table shows the dollar range of shares of the Funds and the aggregate dollar range of shares of the Delaware Investments® Family of Funds that are beneficially owned by each Trustee Nominee as of October 31, 2014.

Thomas L.AnnPatrick P.Joseph W.John A.Lucinda S.Frances A.Thomas K.Janet L.J. Richard
Fund    Bennett    Borowiec    Coyne    Chow    Fry    Landreth    Sevilla-Sacasa    Whitford    Yeomans    Zecher
Delaware Cash Reserve® FundOver$10,000 -
$100,000$50,000
Delaware Core Plus Bond Fund$1-$10,000
Delaware Corporate Bond Fund
Delaware Diversified Floating Rate FundOver
$100,000
Delaware Diversified Income Fund$1-$10,000$10,001 -
 $50,000
Delaware Dividend Income Fund$50,001 -Over
$100,000$100,000
Delaware Emerging Markets Fund$50,001 -Over$10,001 -$50,001 -
$100,000$100,000$50,000$100,000
Delaware Emerging Markets Debt Fund
Delaware Extended Duration Bond Fund
Delaware Focus Global Growth FundOver
$100,000
Delaware Foundation® Conservation$10,001 -
Allocation Fund$50,000
Delaware Foundation GrowthOverOver
Allocation Fund$100,000$100,000

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Thomas L.AnnPatrick P.Joseph W.John A.Lucinda S.Frances A.Thomas K.Janet L.J. Richard
Fund    Bennett    Borowiec    Coyne    Chow    Fry    Landreth    Sevilla-Sacasa    Whitford    Yeomans    Zecher
Delaware Foundation® Moderate$10,001 -
Allocation Fund$50,000
Delaware Global Real Estate
Opportunities Fund
Delaware Global Value Fund$10,001 -
$50,000
Delaware Healthcare FundOver
$100,000
Delaware High-Yield$10,001 -
Opportunities Fund$50,000
Delaware Inflation Protected Bond Fund
Delaware International ValueOver
Equity Fund$100,000
Delaware Limited-Term Diversified$1-$10,000
Income Fund
Delaware Mid Cap Value Fund
Delaware Minnesota High-Yield
Municipal Bond Fund
Delaware National High-Yield
Municipal Bond Fund
Delaware Select Growth Fund
Delaware Small Cap Core Fund$50,001 -Over
$100,000$100,000

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Thomas L.AnnPatrick P.Joseph W.John A.Lucinda S.Frances A.Thomas K.Janet L.J. Richard
Fund    Bennett    Borowiec    Coyne    Chow    Fry    Landreth    Sevilla-Sacasa    Whitford    Yeomans    Zecher
Delaware Small Cap Value FundOver$50,001 -
$100,000$100,000
Delaware Smid Cap Growth Fund
Delaware Tax-Free Arizona Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Colorado Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free Minnesota Fund
Delaware Tax-Free Minnesota
Intermediate Fund
Delaware Tax-Free New York Fund
Delaware Tax-Free Pennsylvania Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free USA
Intermediate Fund
Delaware U.S. Growth Fund$50,001 -Over
$100,000$100,000
Delaware Value®FundOver$50,000 -OverOver
$100,000$100,000$100,000$100,000
Delaware VIP®Diversified
Income Series

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Thomas L.AnnPatrick P.Joseph W.John A.Lucinda S.Frances A.Thomas K.Janet L.J. Richard
Fund   Bennett    Borowiec    Coyne    Chow    Fry    Landreth    Sevilla-Sacasa    Whitford    Yeomans    Zecher
Delaware VIP®Emerging Markets Series
Delaware VIP®High Yield Series
Delaware VIP®International Value
Equity Series 
Delaware VIP®Limited-Term
Diversified Income Series
Delaware VIP®REIT Series$10,001 -
$50,000
Delaware VIP®Small Cap Value Series
Delaware VIP®Smid Cap Growth Series$10,001 -
$50,000
Delaware VIP® U.S. Growth Series
Delaware VIP® Value SeriesOver
$100,000
The Core Plus Fixed Income Portfolio
The Emerging Markets Portfolio
The Emerging Markets Portfolio II
The Focus Smid-Cap Growth
Equity Portfolio
The High-Yield Bond Portfolio
The International Equity Portfolio

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Thomas L.AnnPatrick P.Joseph W.John A.Lucinda S.Frances A.Thomas K.Janet L.J. Richard
Fund    Bennett    Borowiec    Coyne    Chow    Fry    Landreth    Sevilla-Sacasa    Whitford    Yeomans    Zecher
The Labor Select International
Equity Portfolio
The Large-Cap Growth Equity Portfolio
The Large-Cap Value Equity Portfolio 
The Real Estate Investment Trust
Portfolio (also known as Delaware
REIT Fund)
The Select 20 Portfolio
Aggregate dollar range of shares of theOver$50,001-OverOverOverOver$50,001-OverOverOver
Delaware Investments®Family of Funds:$100,000$100,000$100,000$100,000$100,000$100,000$100,000$100,000$100,000$100,000

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APPENDIX E –TRUSTEECOMPENSATION

Thefollowing tabledescribes theaggregatecompensationreceived by the currentIndependentTrustees from each Trust and the totalcompensationreceived from theDelawareInvestments® Funds for which he or she served as aTrustee for the 12-month period endedDecember 31, 2014. Only theIndependentTrusteesreceivedcompensation from the Trust.

Frances A.
Thomas L.Joseph W.John A.Lucinda S.Sevilla-Thomas K.Janet L.J. Richard
Trust   Bennett   Chow   Fry   Landreth   Sacasa   Whitford   Yeomans   Zecher
Delaware Group®Adviser Funds55543.3646087.8944814.1045043.6045043.6044856.9949481.6144423.97
Delaware Group Cash Reserve1398.181163.701123.651134.121134.121129.271244.531118.56
Delaware Group Equity Funds I32.0426.5125.8525.9725.9725.8228.5425.62
Delaware Group Equity Funds II32658.5626976.3426470.8326482.1326482.1326342.4329118.9826109.65
Delaware Group Equity Funds IV10528.278738.468496.868536.278536.278501.159382.388425.70
Delaware Group Equity Funds V22017.6418225.3317798.8917852.7917852.7917762.3219619.2517618.03
Delaware Group Foundation Funds®3550.742948.892859.202879.292879.292866.673161.292844.06
Delaware Group Global & International Funds21168.9517526.9517101.7417163.9917163.9917075.2218863.216938.75
Delaware Group Government Fund1485.361238.821193.191204.801204.801201.651322.551187.70
Delaware Group Income Funds19047.2015804.9415362.9815446.5215446.5215381.7716965.9315236.27
Delaware Group Limited-Term Government Funds8364.756958.726730.416783.716783.716758.327448.626692.50
Delaware Group State Tax-Free Income Trust3026.732512.912440.652454.642454.642445.872695.512421.22
Delaware Group Tax-Free Fund8170.566786.236584.436626.426626.426602.647274.906536.68
Delaware Pooled®Trust14570.3712093.3411742.1011814.8911814.8911757.7712977.1211662.02
Delaware VIP®Trust50412.5041808.7640677.7140880.1840880.1840698.5544905.5640336.04
Voyageur Insured Funds550.97457.56444.10446.82446.82445.27490.61440.79
Voyageur Intermediate Tax Free Funds654.22543.01527.53530.56530.56528.56582.58523.32
Voyageur Mutual Funds6521.015401.655270.255288.285288.285265.965809.945214.71
Voyageur Mutual Funds II1222.141014.57985.60991.13991.13987.531088.49977.47
Voyageur Mutual Funds III6683.235549.125388.575418.405418.405394.535954.365351.51
Voyageur Tax Free Funds3513.332917.502832.412849.282849.282839.003128.872810.42
TOTAL – 12-month period ended December 31, 2014271,120.11224,781.20218,871.05219,853.79219,853.79218,867.29241,544.82216,894.99

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APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS

Principal
Position(s)Occupation(s)
Name, Address,Held withLength ofDuring Past
and Birth Date      the Trusts      Time Served      5 Years
Patrick P. Coyne1Chairman,Chairman and TrusteePatrick P. Coyne has
2005 Market StreetPresident, Chiefsince August 16, 2006served in various executive
Philadelphia,Executive Officer,capacities at different times
PA 19103and TrusteePresident and Chief Executiveat Delaware Investments.2
Officer since August 1, 2006
April 1963
   
David F. ConnorSenior ViceSenior Vice PresidentDavid F. Connor has served
2005 Market Street President, Deputysince May 2013; Deputyas Deputy General Counsel
Philadelphia,General Counsel, General Counsel sinceof Delaware Investments
PA 19103and Secretary September 2000; Secretary since 2000.
 since October 2005
December 1963  
   
Daniel V. GeatensVice PresidentTreasurer since October 2007Daniel V. Geatens has
2005 Market Streetand Treasurerserved in various capacities
Philadelphia,at different times at
PA 19103Delaware Investments.
October 1972
   
David P. O’Connor Executive Vice Executive Vice President David P. O’Connor has
2005 Market StreetPresident, Generalsince February 2012; Generalserved in various executive
Philadelphia,Counsel, and ChiefCounsel and Chief Legaland legal capacities
PA 19103Legal Officer Officer since October 2005at different times at
     Delaware Investments.
February 1966
 
Richard SalusSenior ViceChief Financial OfficerRichard Salus has served in
2005 Market StreetPresident and Chiefsince November 2006various executive capacities
Philadelphia,Financial Officer at different times at
PA 19103  Delaware Investments.
   
October 1963   
____________________
 
1       Patrick P. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC.
 
2 Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment advisor, principal underwriter, and transfer agent.

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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 PwC 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 PwC 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 PwC for tax compliance, tax advice and tax planning.

Affiliate Audit-Related Fees. The aggregate fees billed by PWC 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 PwC for services rendered to the Trusts and to DMC and other service providers under common control with DMC.

AffiliateAggregate
      Audit      Tax      Audit-Related      Non-Audit
TrustFeesFeesFeesFees
Delaware Group®Adviser Funds
       10/31/1497,615.0016,434.00
       10/31/13117,640.0021,650.00
Delaware Group Cash Reserve
       3/31/1428,000.003,160.00
       3/31/1324,835.003,000.00
Delaware Group Equity Funds I
       10/31/1426,259.904,740.00
       10/31/1323,035.004,500.00
Delaware Group Equity Funds II
       11/30/1426,750.004,741.00
       11/30/1323,435.004,500.00
Delaware Group Equity Funds IV
       9/30/1454,000.009,480.00
       9/30/1347,170.009,000.00
Delaware Group Equity Funds V
       11/30/1487,789.8014,223.00
       11/30/1377,405.0013,500.00
Delaware Group Foundation Funds®
       9/30/14124,605.0015,327.00
       9/30/13109,305.0014,550.00

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AffiliateAggregate
AuditTaxAudit-RelatedNon-Audit
Trust      Fees      Fees      Fees      Fees
Delaware Group® Global & International Funds
       11/30/14108,800.0029,605.00
       11/30/13123,675.0028,100.00
Delaware Group Government Fund
       7/31/14114,004.8013,218.00
       7/31/1367,970.009,700.00
Delaware Group Income Funds
       7/31/14186,019.8025,545.00
       7/31/13163,175.0024,250.00
Delaware Group Limited-Term
Government Funds
       12/31/1440,400.005,109.00 
       12/31/1335,435.004,850.00
Delaware Group State Tax-Free Income Trust
       8/31/1434,125.004,214.00
       8/31/1329,935.004,000.00
Delaware Group Tax-Free Fund
       8/31/1469,160.008,428.00
       8/31/1360,670.008,000.00
Delaware Pooled®Trust
       10/31/14303,684.9058,785.00
       10/31/13317,855.0065,150.00
Delaware VIP®Trust
       12/31/14290,521.0051,832.00
       12/31/13254,850.0049,200.00 
Voyageur Insured Funds
       8/31/1434,125.004,214.00
       8/31/1329,935.004,000.00
Voyageur Intermediate Tax Free Funds
       8/31/1434,125.004,214.00
       8/31/1329,935.004,000.00
Voyageur Mutual Funds
       8/31/14171,080.0021,070.00
       8/31/13150,075.0020,000.00
Voyageur Mutual Funds II
       8/31/1434,125.004,214.00
       8/31/1329,935.004,000.00
Voyageur Mutual Funds III
       10/31/1426,715.009,482.00
       10/31/1345,670.009,000.00
Voyageur Tax Free Funds
       8/31/1434,125.004,214.00
       8/31/1329.935.004,000.00

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APPENDIX H – PRE-APPROVAL POLICIES AND PROCEDURES

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

AUDIT COMMITTEE OF THE
DELAWARE INVESTMENTS® FAMILY OF FUNDS

PROCEDURES FOR ENGAGEMENT OF
INDEPENDENT AUDITORS
FOR AUDIT AND NON-AUDIT SERVICES

I.Objective

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

II.Approval Procedures

A.Services provided to the Funds.

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

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

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

The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund Services not previously pre-approved at a meeting of the Audit Committee, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).

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B.Fund-related services provided to Adviser entities.

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

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

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

The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund-Related Adviser Services not previously pre-approved at a meeting of the Audit Committee, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).

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 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

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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 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.

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V.Scope of Procedures

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

VI.Periodic Certification by Auditors

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

VII.Amendments; Annual Approval by Audit Committee

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

Initially Approved: December 15, 2005
Last Approved: August 19, 2014

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ANNEX I-A

Pre-Approved Fund Services

Service      Range of Fees
Audit Services  
  
Statutory audits or financial audits for new Fundsup to $40,000 per Fund
 
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment lettersup 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
 
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 returnsup to $5,000 per Fund

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ANNEX I-B

Pre-Approved Fund-Related Adviser Services

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

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ANNEX II

Delaware Management Business Trust

Delaware Distributors, L.P.

Delaware Investments Fund Service Company

Delaware Service Company, Inc.

Retirement Financial Services, Inc.

Macquarie Capital Investment Management LLC

Jackson Square Partners, LLC

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APPENDIX I – 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.

Item 31.     

Business and Other Connections of the Investment Adviser.

 

Delaware Management Company (the “Manager”), a series of Delaware Management Business Trust, serves as investment manager to the Registrant and also serves as investment manager or sub-advisor to certain of the other funds in the Delaware Investments® Funds (Delaware Group® Adviser Funds, Delaware Group Cash Reserve, Delaware Group Equity Funds I, Delaware Group Equity Funds II, Delaware Group Equity Funds IV, Delaware Group Equity Funds V, Delaware Group Foundation Funds, Delaware Group Global & International Funds, Delaware Group Government Fund, Delaware Group Income Funds, Delaware Group Limited-Term Government Funds, Delaware Group State Tax-Free Income Trust, Delaware Group Tax-Free Fund, Delaware Pooled® Trust, Delaware VIP® Trust, Voyageur Insured Funds, Voyageur Intermediate Tax Free Funds, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III, Voyageur Tax Free Funds, Delaware Investments Dividend and Income Fund, Inc., Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments National Municipal Income Fund, Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Enhanced Global Dividend and Income Fund) and the Optimum Fund Trust, as well as to certain non-affiliated registered investment companies. In addition, certain officers of the Manager also serve as trustees and/or officers of other Delaware Investments Funds and Optimum Fund Trust. A company indirectly owned by the Manager’s parent company acts as principal underwriter to the mutual funds in the Delaware Investments Funds (see Item 32 below) and another such company acts as the shareholder services, dividend disbursing, accounting servicing and transfer agent for all of the Delaware Investments Funds.

Unless otherwise noted, the following persons serving as directors or officers of the Manager have held the following positions during the [Trust]’s past two fiscal years. Unless otherwise noted, the principal business address of the directors and officers of the Manager is 2005 Market Street, Philadelphia, PA 19103-7094.


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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
Patrick P. CoynePresidentChairman/President/ChiefMr. Coyne has served
Executive Officerin various executive
capacities within
Delaware Investments
 
Michael J. HoganExecutive ViceExecutive ViceMr. Hogan has served
President/Head of EquityPresident/Head of Equityin various executive
InvestmentsInvestmentscapacities within
Delaware Investments
 
David P. O’ConnorExecutive ViceExecutive ViceMr. O’Connor has served
President/StrategicPresident/Strategicin various executive
Investment RelationshipsInvestment Relationshipscapacities within
and Initiatives/Generaland Initiatives/GeneralDelaware Investments
  Counsel Counsel  
Senior Vice
President/Strategic
Investment Relationships
and Initiatives/General
Counsel/Optimum
Fund Trust
 
See Yeng QuekExecutive ViceExecutive ViceMr. Quek has served
President/ManagingPresident/Managingin various executive
Director/Head of FixedDirector/Head of Fixedcapacities within
Income InvestmentsIncome InvestmentsDelaware Investments
 
Philip N. RussoExecutive ViceNoneMr. Russo has served
President/Chiefin various executive
Administrative Officercapacities within
Delaware Investments
 
Joseph R. BaxterSenior ViceSenior ViceMr. Baxter has served in
President/Head ofPresident/Head ofvarious capacities within
Municipal BondMunicipal BondDelaware Investments
Department/SeniorDepartment/Senior
Portfolio ManagerPortfolio Manager
 
Christopher S. BeckSenior ViceSenior ViceMr. Beck has served in
President/ChiefPresident/Chiefvarious capacities within
Investment Officer—Investment Officer -Delaware Investments
Small Cap Value/Small Cap Value/Mid-Cap
Mid-Cap Value EquityValue Equity
 
Michael P. BuckleySenior ViceSenior ViceMr. Buckley has served in
President/Director ofPresident/Director ofvarious capacities within
Municipal ResearchMunicipal ResearchDelaware Investments
 
Stephen J. BuschSenior ViceSenior ViceMr. Busch has served in
President/InvestmentPresident/Investmentvarious capacities within
AccountingAccountingDelaware Investments
 
Michael F. CapuzziSenior ViceSenior ViceMr. Capuzzi has served in
President/InvestmentPresident/Investmentvarious capacities within
SystemsSystemsDelaware Investments

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
Liu-Er ChenSenior ViceSenior ViceMr. Chen has served in
President/ChiefPresident/Chiefvarious capacities within
Investment Officer,Investment Officer,Delaware Investments
Emerging Markets andEmerging Markets and
HealthcareHealthcare
 
David F. ConnorSenior ViceSenior ViceMr. Connor has served in
President/Deputy GeneralPresident/Deputy Generalvarious capacities within
Counsel/SecretaryCounsel/SecretaryDelaware Investments
 
Vice President/Deputy
General Counsel/
Secretary – Optimum
Fund Trust
 
Stephen J. CzepielSenior ViceSenior ViceMr. Czepiel has served in
President/SeniorPresident/Senior Portfoliovarious capacities within
Portfolio ManagerManagerDelaware Investments
 
Craig C. DembekSenior ViceSenior ViceMr. Dembek has served in
President/Co-Head ofPresident/Co-Head ofvarious capacities within
Credit Research/SeniorCredit Research/SeniorDelaware Investments
Research AnalystResearch Analyst
 
Roger A. EarlyManaging Director,Managing Director,Mr. Early has served in
Co-Head of Fixed IncomeCo-Head of Fixed Incomevarious capacities within
Investments, SeniorInvestments, SeniorDelaware Investments
Vice President/Co-ChiefVice President/Co-Chief
Investment Officer—Investment Officer-Total
Total Return FixedReturn Fixed Income
Income StrategyStrategy
 
Stuart M. GeorgeSenior ViceSenior ViceMr. George has served in
President/Head of EquityPresident/Head ofvarious capacities within
TradingEquity TradingDelaware Investments
 
Gregory A. GizziSenior ViceSenior ViceMr. Gizzi has served in
President/SeniorPresident/Seniorvarious capacities with
Portfolio ManagerPortfolio ManagerDelaware Investments
 
Edward GraySenior ViceSenior ViceMr. Gray has served in
President/ChiefPresident/Chiefvarious capacities within
Investment Officer—Investment Officer –Delaware Investments
Global and InternationalGlobal and
Value EquityInternational
Value Equity
 
Paul GrilloSenior ViceSenior ViceMr. Grillo has served in
President/Co-ChiefPresident/Co-Chiefvarious capacities within
Investment Officer—Investment Officer—Delaware Investments
Total Return FixedTotal Return Fixed
Income StrategyIncome Strategy

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
Sharon HillSenior ViceSenior ViceMs. Hill has served in
President/Head of EquityPresident/Head ofvarious capacities within
Quantitative ResearchEquity QuantitativeDelaware Investments
and AnalyticsResearch and Analytics
 
James L. HinkleySenior ViceSenior ViceMr. Hinkley has served in
President/Head ofPresident/Head ofvarious capacities within
Product ManagementProduct ManagementDelaware Investments
 
Kashif IshaqSenior ViceSenior ViceMr. Ishaq has served in
President/Head ofPresident/Head ofvarious capacities within
Investment GradeInvestment GradeDelaware Investments
Corporate Bond TradingCorporate Bond Trading
 
Paul MatlackSenior ViceSenior ViceMr. Matlack has served in
President/SeniorPresident/Senior Portfoliovarious capacities within
Portfolio Manager/FixedManager/Fixed IncomeDelaware Investments
Income StrategistStrategist
 
Christopher McCarthySenior ViceSenior ViceMr. McCarthy has
President/FinancialPresident/Financialserved in various
Institutions SalesInstitutions Salescapacities within
Delaware Investments
 
John P. McCarthySenior ViceVice President/SeniorMr. McCarthy has
President/Co-Head ofResearch Analystserved in various
Credit Research/Seniorcapacities within
Research AnalystDelaware Investments
 
Brian McDonnellSenior ViceSenior ViceMr. McDonnell has
President/SeniorPresident/Seniorserved in various
Portfolio Manager/SeniorPortfolio Manager/Seniorcapacities within
Structured ProductsStructured ProductsDelaware Investments
Analyst/TraderAnalyst/Trader
 
Timothy D. McGarritySenior ViceSenior ViceMr. McGarrity has
President/FinancialPresident/Financialserved in various
Services OfficerServices Officercapacities within
Delaware Investments
 
Francis X. MorrisSenior ViceSenior ViceMr. Morris has served in
President/ChiefPresident/Chiefvarious capacities within
Investment Officer -Investment Officer -Delaware Investments
Core EquityCore Equity
 
Brian L. Murray, Jr.Senior ViceSenior ViceMr. Murray has served in
President/ChiefPresident/Chiefvarious capacities within
Compliance OfficerCompliance OfficerDelaware Investments
 
Susan L. NataliniSenior ViceSenior ViceMs. Natalini has served in
President/Head of EquityPresident/Head ofvarious capacities within
and Fixed IncomeEquity and FixedDelaware Investments
Business OperationsIncome Business
Operations

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
D. Tysen NuttSenior ViceSenior ViceMr. Nutt has served in
President/Senior PortfolioPresident/Senior Portfoliovarious capacities within
Manager/Team LeaderManager/Team LeaderDelaware Investments
 
Philip O. ObazeeSenior ViceSenior ViceMr. Obazee has served in
President/StructuredPresident/Structuredvarious capacities within
Products and DerivativesProducts and DerivativesDelaware Investments
 
Terrance M. O’BrienSenior ViceSenior ViceMr. O’Brien has served
President/Head of FixedPresident/Head of Fixedin various capacities with
Income QuantitativeIncome QuantitativeDelaware Investments
Analysis DepartmentAnalysis Department
 
Marlene PetterSenior ViceSenior ViceMs. Petter has served in
President/MarketingPresident/Marketingvarious capacities within
CommunicationsCommunicationsDelaware Investments
 
Richard SalusSenior ViceSenior ViceMr. Salus has served in
President/Controller/President/Chief Financialvarious capacities within
TreasurerOfficerDelaware Investments
 
Senior Vice President/
Chief Financial Officer –
Optimum Fund Trust
 
Christopher M. TestaSenior ViceSenior ViceMr. Testa has served in
President/SeniorPresident/Seniorvarious capacities within
Portfolio Manager sincePortfolio Manager sinceDelaware Investments
January 2014January 2014
 
Babak ZenouziSenior ViceSenior ViceMr. Zenouzi has served in
President/ChiefPresident/Chiefvarious capacities within
Investment Officer—Investment Officer-Delaware Investments
Real Estate SecuritiesReal Estate Securities
and Income Solutionsand Income Solutions
 
Gary T. AbramsVice President/SeniorVice President/SeniorMr. Abrams has served in
Equity TraderEquity Tradervarious capacities within
Delaware Investments
 
Christopher S. AdamsVice President/SeniorVice President/SeniorMr. Adams has served in
Portfolio ManagerPortfolio Managervarious capacities within
Delaware Investments
 
Damon J. AndresVice President/SeniorVice President/SeniorMr. Andres has served in
Portfolio ManagerPortfolio Managervarious capacities within
Delaware Investments
 
Wayne A. AnglaceVice President/SeniorVice President/SeniorMr. Anglace has served in
Portfolio ManagerPortfolio Managervarious capacities within
Delaware Investments

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
Margaret MacCarthyVice President/Vice President/Ms. Bacon has served in
BaconInvestment SpecialistInvestment Specialistvarious capacities within
Delaware Investments
 
Patricia L. BakelyVice President/AssistantVice President/AssistantMs. Bakely has served in
ControllerControllervarious capacities within
Delaware Investments
 
Kristen E.Vice President/SeniorVice President/SeniorMs. Bartholdson has
Bartholdson-PeterPortfolio ManagerPortfolio Managerserved in various
capacities within
Delaware Investments
 
Todd BassionVice President/PortfolioVice President/PortfolioMr. Bassion has served in
ManagerManagervarious capacities within
Delaware Investments
 
Jo Anne BennickVice President/15(c)Vice President/15(c)Ms. Bennick has served in
ReportingReportingvarious capacities within
Delaware Investments
 
Richard E. BiesterVice President/SeniorVice President/SeniorMr. Biester has served in
Equity TraderEquity Tradervarious capacities within
Delaware Investments
 
Sylvie S. BlenderVice President/FinancialVice President/FinancialMs. Blender has served in
Institutions ClientInstitutions Clientvarious capacities within
ServicesServicesDelaware Investments
 
Kevin BockVice President/MunicipalVice President/MunicipalMr. Bock has served in
Credit AnalystCredit Analystvarious capacities within
Delaware Investments
 
Zoe BradleyVice President/MunicipalVice President/MunicipalMs. Bradley has served in
Bond Portfolio AnalystBond Portfolio Analystvarious capacities within
Delaware Investments
 
Vincent A. BrancaccioVice President/SeniorVice President/SeniorMr. Brancaccio has
Equity TraderEquity Traderserved in various
capacities within
Delaware Investments
 
Adam H. BrownVice President/PortfolioVice President/PortfolioMr. Brown has served in
ManagerManagervarious capacities within
Delaware Investments
 
Carolyn Brown-JordanVice President/Vice President/Ms. Brown-Jordan
Investment AccountingInvestment Accountinghas served in various
capacities within
Delaware Investments
 
McAfee S. BurkeVice President/SeniorVice President/SeniorMr. Burke has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
Mathew J. CalabroVice President/DeputyVice President/DeputyMr. Calabro has served in
Chief ComplianceChief Compliance Officervarious capacities within
OfficerDelaware Investments
 
Vice President/Chief
Compliance Officer -
Optimum Fund Trust
 
Mary Ellen M. CarrozzaVice President/ClientVice President/ClientMs. Carrozza has served in
ServicesServicesvarious capacities within
Delaware Investments
 
Steven G. CatricksVice President/PortfolioVice President/PortfolioMr. Catricks has served in
Manager/Equity AnalystManager/Equity Analystvarious capacities within
Delaware Investments
 
Wen-Dar ChenVice President/PortfolioVice President/PortfolioMr. Chen has served in
Manager—InternationalManager - Internationalvarious capacities within
DebtDebtDelaware Investments
 
Anthony G. CiavarelliVice President/AssociateVice President/AssociateMr. Ciavarelli has
General Counsel/General Counsel/served in various
Assistant SecretaryAssistant Secretarycapacities within
Delaware Investments
 
Sean ConnerVice President/DirectorVice President/DirectorMr. Connor has served in
of Fixed Income Productof Fixed Income Productvarious capacities within
ManagementManagementDelaware Investments
 
Michael CostanzoVice President/Vice President/Mr. Costanzo has served in
Performance AnalystPerformance Analystvarious capacities within
ManagerManagerDelaware Investments
 
Kishor K. DagaVice President/Vice President/Mr. Daga has served in
Institutional AccountInstitutional Accountvarious capacities within
ServicesServicesDelaware Investments
 
Cori E. DaggettVice President/AssociateVice President/AssociateMs. Daggett has served in
General Counsel/General Counsel/various capacities within
Assistant SecretaryAssistant SecretaryDelaware Investments
 
Ion DanVice President/SeniorVice President/SeniorMr. Dan has served in
Structured ProductsStructured Productsvarious capacities within
Analyst/TraderAnalyst/TraderDelaware Investments
 
Guido DeAscanis IIIVice President/SeniorVice President/SeniorMr. DeAscanis has
Credit Research AnalystCredit Research Analystserved in various
capacities within
Delaware Investments
 
Kevin C. DoneganVice President/Head ofVice President/Head ofMr. Donegan has served in
Business ManagerBusiness Managervarious capacities within
Delaware Investments
and/or its affiliates
since 1994

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
Camillo D’OrazioVice President/Ex-USVice President/Ex-USMr. D’Orazio has served in
Client Service OfficerClient Service Officervarious capacities within
Delaware Investments
 
Michael E. DresninVice President/AssociateVice President/AssociateMr. Dresnin has served in
General Counsel/General Counsel/various capacities within
Assistant SecretaryAssistant SecretaryDelaware Investments
 
Joel A. EttingerVice President/TaxationVice President – TaxationMr. Ettinger has served in
various capacities within
Delaware Investments
 
Richard J. FilipVice President/PortfolioVice President/PortfolioMr. Filip has served in
Analyst/Trader-Analyst/Trader-various capacities within
Convertible andConvertible andDelaware Investments
Municipal StrategiesMunicipal Strategies
 
Michelle FinderVice President/SeniorVice President/SeniorMs. Finder has served in
Credit Research AnalystCredit Research Analystvarious capacities within
Delaware Investments
 
Joseph FiorillaVice President – TradingVice President – TradingMr. Fiorilla has served in
OperationsOperationsvarious capacities within
Delaware Investments
 
Charles E. FishVice President/SeniorVice President/SeniorMr. Fish has served in
Equity TraderEquity Tradervarious capacities within
Delaware Investments
 
Clifford M. FisherVice President/MunicipalVice President/MunicipalMr. Fisher has served in
Credit AnalystCredit Analystvarious capacities within
Delaware Investments
 
Patrick FoleyVice President/DirectorVice President/DirectorMr. Foley has served in
of Equity Productof Equity Productvarious capacities within
ManagementManagementDelaware Investments
 
Denise A. FranchettiVice President/PortfolioVice President/PortfolioMs. Franchetti has
Manager/SeniorManager/Senior Researchserved in various
Research AnalystAnalystcapacities within
Delaware Investments
 
Lawrence G. FrankoVice President/SeniorVice President/SeniorMr. Franko has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments
 
Eric FreiVice President/Vice President/Mr. Frei has served in
Government andGovernment and Agencyvarious capacities within
Agency Analyst/TraderAnalyst/TraderDelaware Investments
 
Michael FriedmanVice President/SeniorVice President/SeniorMr. Friedman has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
Mark FrymiareVice President/Vice President/MarketingMr. Frymiare has served in
Marketing SupportSupport Servicesvarious capacities within
ServicesDelaware Investments
 
Daniel V. GeatensVice President/Vice President/TreasurerMr. Geatens has served in
Director of Financialvarious capacities within
AdministrationDelaware Investments
 
Vice President/Treasurer –
Optimum Fund Trust
 
Christopher GowllandVice President/SeniorVice President/SeniorMr. Gowlland has
Quantitative AnalystQuantitative Analystserved in various
capacities within
Delaware Investments
 
David J. HamiltonVice President/CreditVice President/CreditMr. Hamilton has
Research AnalystResearch Analystserved in various
capacities within
Delaware Investments
 
Brian HannonVice President/High YieldVice President/High YieldMr. Hannon has served in
Trader since April 2013Trader since April 2013various capacities within
Delaware Investments
 
Scott HastingsVice President/SeniorVice President/SeniorMr. Hastings has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments
 
Duane HewlettVice President/Vice President/StructuredMr. Hewlett has served in
Structured ProductProduct Analyst/Tradervarious capacities within
Analyst/TraderDelaware Investments
 
J. David HillmeyerVice President/SeniorVice President/SeniorMr. Hillmeyer has
Portfolio ManagerPortfolio Managerserved in various
capacities within
Delaware Investments
 
Jerel A. HopkinsVice President/AssociateVice President/AssociateMr. Hopkins has served in
General Counsel/General Counsel/various capacities within
Assistant SecretaryAssistant SecretaryDelaware Investments
 
Chungwei HsiaVice President/EmergingVice President/EmergingMr. Hsia has served in
and Developed Marketsand Developed Marketsvarious capacities within
AnalystAnalystDelaware Investments
 
Cynthia IsomVice President/PortfolioVice President/PortfolioMs. Isom has served in
ManagerManagervarious capacities within
Delaware Investments
 
Stephen M. JuszczyszynVice President/PortfolioVice President/PortfolioMr. Juszczyszyn has
Manager/SeniorManager/Seniorserved in various
Structured ProductsStructured Productscapacities within
Analyst/TraderAnalyst/TraderDelaware Investments

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Name and PrincipalPositions and OfficesPositions and OfficesOther Positions and
Business Address     with Manager     with Registrant     Offices Held
William F. KeelanVice President/SeniorVice President/SeniorMr. Keelan has served in
Quantitative AnalystQuantitative Analystvarious capacities within
Delaware Investments
 
Nancy KeenanVice President/DomesticVice President/DomesticMs. Keenan has served in
Equity, Senior ProductEquity, Senior Productvarious capacities within
ManagerManagerDelaware Investments
 
Colleen KneibVice President/MunicipalVice President/MunicipalMs. Kneib has served in
Credit AnalystCredit Analystvarious capacities within
Delaware Investments
 
Daniel KoVice President/SeniorVice President/SeniorMr. Ko has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments
 
Anu B. KothariVice President/SeniorVice President/SeniorMs. Kothari has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments
 
Nikhil G. LalvaniVice President/SeniorVice President/SeniorMr. Lalvani has served in
Portfolio ManagerPortfolio Managervarious capacities within
Delaware Investments
 
Jamie LaScala Vice President/GlobalVice President/GlobalMs. LaScala has served in
Equities/Senior ProductEquities/Senior Productvarious capacities within
ManagerManagerDelaware Investments
 
Kevin LamVice President/PortfolioVice President/PortfolioMr. Lam has served in
Manager-Fixed IncomeManager - Fixed Income various capacities within
Separately Managed Separately ManagedDelaware Investments
AccountsAccounts
 
Steven A. LandisVice President/SeniorVice President/SeniorMr. Landis has served in
Portfolio Manager -Portfolio Manager –various capacities within
Emerging Markets DebtEmerging Markets DebtDelaware Investments
 
Anthony A. LombardiVice President/SeniorVice President/SeniorMr. Lombardi has
Portfolio ManagerPortfolio Managerserved in various
capacities within
Delaware Investments
 
Kent MaddenVice President/PortfolioVice President/PortfolioMr. Madden has served in
Manager/Equity AnalystManager/Equity Analystvarious capacities within
Delaware Investments
 
Andrew McEvoyVice President/TradeVice President/TradeMr. McEvoy has served in
SettlementsSettlementsvarious capacities within
Delaware Investments
 
Kelley McKeeVice President/PortfolioVice President/PortfolioMs. McKee has served in
Manager/Equity AnalystManager/Equity Analystvarious capacities within
Delaware Investments

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Name and Principal     Positions and Offices     Positions and Offices     Other Positions and
Business Addresswith Managerwith RegistrantOffices Held
Carleen MichalskiVice President/ProductVice President/ProductMs. Michalski has
ManagerManagerserved in various
capacities within
Delaware Investments
 
Saj MoradiVice President/SeniorVice President/SeniorMr. Moradi has served in
Credit Research AnalystCredit Research Analystvarious capacities within
Delaware Investments
 
Michael S. MorrisVice President/SeniorVice President/SeniorMr. Morris has served in
Portfolio ManagerPortfolio Managervarious capacities within
Delaware Investments
 
ConstantineVice President/ProductVice President/ProductMr. Mylonas has served in
(“Charlie”) MylonasManager (SinceManagervarious capacities within
June 2010)Delaware Investments
 
Donald G. PadillaVice President/SeniorVice President/SeniorMr. Padilla has served in
Portfolio ManagerPortfolio Managervarious capacities within
Delaware Investments
 
Alexendra R. ParsonVice President/FinancialVice President/FinancialMs. Parson has served in
Institutions ClientInstitutions Clientvarious capacities within
ServicesServicesDelaware Investments
 
Will RainbowVice President/Vice President/Mr. Rainbow has served in
Engagement Strategy &Engagement Strategy &various capacities within
AnalyticsAnalyticsDelaware Investments
 
Mansur Z. RasulVice President/HeadVice President/HeadMr. Rasul has served in
of Emerging Marketsof Emerging Marketsvarious capacities within
Credit TradingCredit TradingDelaware Investments
 
Carl RiceVice President/SeniorVice President/SeniorMr. Rice has served in
Investment SpecialistInvestment Specialistvarious capacities within
Delaware Investments
 
Joseph T. RoginaVice President/SeniorVice President/SeniorMr. Rogina has served in
Equity TraderEquity Tradervarious capacities within
Delaware Investments
 
Kevin C. SchildtVice President/SeniorVice President/SeniorMr. Schildt has served in
Research AnalystResearch Analystvarious capacities within
Delaware Investments
 
Scott B. SchroederVice President/Vice President/Mr. Schroeder has
Investment GradeInvestment Gradeserved in various
Corporate Bond TraderCorporate Bond Tradercapacities within
Delaware Investments
 
Brian ScottoVice President/Vice President/Mr. Scotto has served in
Government andGovernment andvarious capacities within
Agency TraderAgency TraderDelaware Investments

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Name and Principal     Positions and Offices     Positions and Offices     Other Positions and
Business Addresswith Managerwith RegistrantOffices Held
Richard D. SeidelVice President/AssistantVice President/AssistantMr. Seidel has served in
Controller/AssistantController/Assistantvarious capacities within
TreasurerTreasurerDelaware Investments
 
Catherine A. SekleckiVice President/FinancialVice President/FinancialMs. Seklecki has served in
Institutions ClientInstitutions Clientvarious capacities within
ServicesServicesDelaware Investments
 
Sean M. SimmonsVice President/Vice President/Mr. Simmons has served in
International BondInternational Bondvarious capacities within
TraderTraderDelaware Investments
 
Barry SlawterVice President/RetailVice President/RetailMr. Slawter has served in
Marketing & ContentMarketing & Contentvarious capacities within
StrategyStrategyDelaware Investments
 
Frank StrengerVice President/HighVice President/High YieldMr. Strenger has served in
Yield TraderTradervarious capacities within
Delaware Investments
 
Molly ThompsonVice President/SeniorVice President/SeniorMs. Thompson has
Product Manager,Product Manager,served in various
Specialty Products andSpecialty Products andcapacities within
SolutionsSolutionsDelaware Investments
 
Nitin P. TutejaVice President/Vice President/Mr. Tuteja has served in
Quantitative AnalystQuantitative Analystvarious capacities within
Delaware Investments
 
John C. Van Roden IIIVice President/MunicipalVice President/MunicipalMr. Roden has served in
Bond Trader/Head ofBond Trader/Head ofvarious capacities within
Municipal Bond TradingMunicipal Bond TradingDelaware Investments
 
Robert A. Vogel, Jr.Vice President/SeniorVice President/SeniorMr. Vogel has served in
Portfolio ManagerPortfolio Managervarious capacities within
Delaware Investments
 
Nael H. WahaidiVice President/Vice President/Mr. Wahaidi has served in
Quantitative AnalystQuantitative Analystvarious capacities within
Delaware Investments
 
Jeffrey S. WangVice President/SeniorVice President/SeniorMr. Wang has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments
 
Michael G. WildsteinVice President/SeniorVice President/SeniorMr. Wildstein has served
Portfolio ManagerPortfolio Managerin various capacities within
Delaware Investments
 
Kathryn R. WilliamsVice President/AssociateVice President/AssociateMs. Williams has served in
General Counsel/General Counsel/various capacities within
Assistant SecretaryAssistant SecretaryDelaware Investments
 
Wei XiaoVice President/SeniorVice President/SeniorMr. Xiao has served in
Equity AnalystEquity Analystvarious capacities within
Delaware Investments

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APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING

AS OF JANUARY 22, 2015

Fund Name     Class     Shares Outstanding
Delaware Cash Reserve® FundA180,130,175.220
Delaware Cash Reserve FundConsultant5,640,698.250
Delaware Cash Reserve FundC9,090,747.250
Delaware Core Plus Bond FundA7,701,268.348
Delaware Core Plus Bond FundI4,528,529.791
Delaware Core Plus Bond FundC1,043,525.249
Delaware Core Plus Bond FundR876,629.075
Delaware Corporate Bond FundA79,687,174.657
Delaware Corporate Bond FundC34,257,179.910
Delaware Corporate Bond FundI100,339,036.267
Delaware Corporate Bond FundR4,985,532.038
Delaware Diversified Floating Rate FundA12,667,985.849
Delaware Diversified Floating Rate FundC 10,082,985.747
Delaware Diversified Floating Rate FundI30,208,543.884
Delaware Diversified Floating Rate FundR83,416.251
Delaware Diversified Income FundA226,634,684.562
Delaware Diversified Income FundC127,557,013.866
Delaware Diversified Income FundI271,746,675.278
Delaware Diversified Income FundR13,073,351.362
Delaware Dividend Income FundA23,784,072.310
Delaware Dividend Income FundC22,964,444.501
Delaware Dividend Income FundI11,538,819.950
Delaware Dividend Income Fund R280,542.559
The Core Plus Fixed Income PortfolioDPT11,266,291.992
The Emerging Markets PortfolioDPT29,745,206.820
The Emerging Markets Portfolio IIDPT4,507,383.238
The Focus Smid-Cap Growth Equity PortfolioDPT2,608,377.739
The High-Yield Bond PortfolioDPT20,788,390.825
The International Equity PortfolioDPT28,561,406.439
The Labor Select International Equity PortfolioDPT26,398,853.402
The Large-Cap Growth Equity PortfolioDPT18,100,660.242
The Large-Cap Value Equity PortfolioDPT8,365,667.041
The Select 20 PortfolioDPT10,884,446.745

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Fund Name     Class     Shares Outstanding
Delaware Emerging Markets FundA25,243,296.365
Delaware Emerging Markets FundI147,200,012.060
Delaware Emerging Markets FundC13,049,055.628
Delaware Emerging Markets FundR1,091,924.524
Delaware Emerging Markets Debt FundA255.541
Delaware Emerging Markets Debt FundC254.053
Delaware Emerging Markets Debt FundI2,227,000.029
Delaware Emerging Markets Debt FundR255.052
Delaware Extended Duration Bond FundA39,283,480.639
Delaware Extended Duration Bond FundC5,015,088.373
Delaware Extended Duration Bond FundI52,875,627.090
Delaware Extended Duration Bond FundR4,890,116.313
Delaware Focus Global Growth FundA1,467,447.944
Delaware Focus Global Growth FundC306,505.280
Delaware Focus Global Growth FundI4,863,935.592
Delaware Focus Global Growth FundR7,793.860
Delaware Foundation® Conservative Allocation FundA5,121,726.294
Delaware Foundation Conservative Allocation FundC3,419,170.008
Delaware Foundation Conservative Allocation FundI1,813,566.930
Delaware Foundation Conservative Allocation FundR742,427.151
Delaware Foundation Growth Allocation FundA4,207,896.248
Delaware Foundation Growth Allocation FundC1,024,954.490
Delaware Foundation Growth Allocation FundI1,818,481.788
Delaware Foundation Growth Allocation FundR1,406,953.153
Delaware Foundation Moderate Allocation FundA16,517,792.245
Delaware Foundation Moderate Allocation FundC2,376,168.603
Delaware Foundation Moderate Allocation FundI5,116,589.189
Delaware Foundation Moderate Allocation FundR1,970,040.361
Delaware Global Real Estate Opportunities FundA989,479.560
Delaware Global Real Estate Opportunities FundC313,608.978
Delaware Global Real Estate Opportunities FundI6,196,180.997
Delaware Global Real Estate Opportunities FundR19,929.761
Delaware Global Value FundA1,438,815.262
Delaware Global Value FundC492,810.958
Delaware Global Value FundI201,773.575
Delaware Healthcare FundA10,629,397.020

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Fund Name     Class     Shares Outstanding
Delaware Healthcare FundC3,764,397.432
Delaware Healthcare FundI8,840,919.393
Delaware Healthcare FundR275,484.803
Delaware High-Yield Opportunities FundA66,200,340.351
Delaware High-Yield Opportunities FundC18,790,876.849
Delaware High-Yield Opportunities FundI54,007,167.156
Delaware High-Yield Opportunities FundR3,508,567.260
Delaware Inflation Protected Bond FundA2,946,571.810
Delaware Inflation Protected Bond FundC2,127,573.325
Delaware Inflation Protected Bond FundI2,005,726.489
Delaware International Value Equity FundA5,496,118.782
Delaware International Value Equity FundI13,463,706.151
Delaware International Value Equity FundC2,161,109.423
Delaware International Value Equity FundR155,597.130
Delaware Limited-Term Diversified Income FundA55,229,370.232
Delaware Limited-Term Diversified Income FundI63,362,011.832
Delaware Limited-Term Diversified Income FundC20,482,327.777
Delaware Limited-Term Diversified Income FundR921,376.469
Delaware Mid Cap Value FundA724,517.696
Delaware Mid Cap Value FundC188,859.850
Delaware Mid Cap Value FundI177,559.766
Delaware Mid Cap Value FundR8,844.851
Delaware Minnesota High-Yield Municipal Bond FundI1,107,096.545
Delaware Minnesota High-Yield Municipal Bond FundA11,246,337.277
Delaware Minnesota High-Yield Municipal Bond FundC2,986,602.875
Delaware National High-Yield Municipal Bond FundA20,881,436.292
Delaware National High-Yield Municipal Bond FundC7,694,952.516
Delaware National High-Yield Municipal Bond FundI50,587,827.879
The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund)
A6,553,264.239
The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund)
C1,551,333.532
The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund)
I7,563,923.736
The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund)
R869,139.258
Delaware Select Growth FundA8,197,496.870
Delaware Select Growth FundC2,543,124.746

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Fund Name     Class     Shares Outstanding
Delaware Select Growth FundI9,781,506.623
Delaware Select Growth FundR424,824.875
Delaware Small Cap Core FundA7,536,954.722
Delaware Small Cap Core FundC3,268,970.132
Delaware Small Cap Core FundI14,206,056.992
Delaware Small Cap Core FundR875,541.657
Delaware Small Cap Value FundA15,137,123.862
Delaware Small Cap Value FundI32,662,612.894
Delaware Small Cap Value FundC2,468,219.565
Delaware Small Cap Value FundR1,665,367.618
Delaware Smid Cap Growth FundA29,200,495.257
Delaware Smid Cap Growth FundI10,031,706.483
Delaware Smid Cap Growth FundC3,855,582.592
Delaware Smid Cap Growth FundR637,127.226
Delaware Tax-Free Pennsylvania FundA54,791,017.471
Delaware Tax-Free Pennsylvania FundC4,051,590.033
Delaware Tax-Free Pennsylvania FundI915,557.255
Delaware Tax-Free Arizona FundI35,893.880
Delaware Tax-Free Arizona FundA6,958,131.931
Delaware Tax-Free Arizona FundC555,771.538
Delaware Tax-Free California FundI940,964.843
Delaware Tax-Free California FundA5,705,156.408
Delaware Tax-Free California FundC1,347,627.470
Delaware Tax-Free Colorado FundI399,489.844
Delaware Tax-Free Colorado FundA16,048,350.049
Delaware Tax-Free Colorado FundC1,056,358.114
Delaware Tax-Free Idaho FundI241,559.014
Delaware Tax-Free Idaho FundA6,672,468.310
Delaware Tax-Free Idaho FundC2,588,778.490
Delaware Tax-Free Minnesota FundI1,976,592.292
Delaware Tax-Free Minnesota FundA39,108,484.299
Delaware Tax-Free Minnesota FundC3,351,978.115
Delaware Tax-Free Minnesota Intermediate FundI234,935.405
Delaware Tax-Free Minnesota Intermediate FundA7,757,609.194
Delaware Tax-Free Minnesota Intermediate FundC1,088,033.069
Delaware Tax-Free New York FundI850,690.267
Delaware Tax-Free New York FundA4,219,527.067

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Fund Name     Class     Shares Outstanding
Delaware Tax-Free New York FundC1,592,315.879
Delaware Tax-Free USA FundA41,790,673.147
Delaware Tax-Free USA FundC2,524,136.833
Delaware Tax-Free USA FundI2,172,660.516
Delaware Tax-Free USA Intermediate FundA19,236,120.173
Delaware Tax-Free USA Intermediate FundC4,376,276.529
Delaware Tax-Free USA Intermediate FundI38,254,254.659
Delaware U.S. Growth FundA14,768,555.806
Delaware U.S. Growth FundC4,039,501.372
Delaware U.S. Growth FundI112,601,595.540
Delaware U.S. Growth FundR980,941.227
Delaware Value® FundA138,034,543.643
Delaware Value FundC25,187,420.947
Delaware Value FundI232,480,293.284
Delaware Value FundR2,555,234.953
Delaware VIP® Diversified Income SeriesStandard43,476,904.793
Delaware VIP Diversified Income SeriesService170,211,695.701
Delaware VIP Emerging Markets SeriesStandard8,862,400.467
Delaware VIP Emerging Markets SeriesService18,736,588.113
Delaware VIP High Yield SeriesStandard24,223,096.874
Delaware VIP High Yield SeriesService36,671,706.355
Delaware VIP International Value Equity SeriesStandard5,322,726.466
Delaware VIP International Value Equity SeriesService13,817.886
Delaware VIP Limited-Term Diversified Income SeriesStandard6,027,385.614
Delaware VIP Limited-Term Diversified Income SeriesService143,414,243.049
Delaware VIP REIT SeriesStandard16,864,494.222
Delaware VIP REIT SeriesService16,331,310.708
Delaware VIP Small Cap Value SeriesStandard9,375,947.835
Delaware VIP Small Cap Value SeriesService17,893,171.747
Delaware VIP Smid Cap Growth SeriesStandard12,746,160.391
Delaware VIP Smid Cap Growth SeriesService6,958,172.795
Delaware VIP U.S. Growth SeriesStandard11,739,065.537
Delaware VIP U.S. Growth SeriesService26,892,368.375
Delaware VIP Value SeriesStandard17,893,256.656
Delaware VIP Value SeriesService11,232,526.788

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APPENDIX K – 1% SHARE OWNERSHIP

As of January 22, 2015, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding voting shares of the following Funds and classes:

Fund      Class      Shareholders Address      Total Shares      Percentage
DELAWARE GLOBAL VALUE FUND ATODD BASSION 1,438,815.262 2.6467% 
BOSTON MA 02109-1428  
 
DELAWARE HEALTHCARE FUNDALIU-ER CHEN AND10,629,397.0206.9531%
DAWN DING JT WROS
BROOKLINE MA 02445
 
DELAWARE MID CAP VALUE FUNDAKELLEY A MCKEE724,517.6961.2947%
PHILADELPHIA PA 19146

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APPENDIX L – 5% SHARE OWNERSHIP

The following table shows, as of January 22, 2015, the accounts of each class of each Fund that own of record 5% or more of such class. Unless otherwise indicated, the Trusts have no knowledge of beneficial ownership.


Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREFIRST CLEARING LLC431,498.8107.65%
CASH RESERVE® FUNDSPECIAL CUSTODY ACCT FOR THE 
CONSULTANTEXCLUSIVE BENEFIT OF CUSTOMER
CLASS2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARE CASHDELAWARE DISTRIBUTORS L.P.17,707,892.4909.83%
RESERVE FUNDCORPORATE ACCOUNTING
CLASS A2005 MARKET ST FL 9
PHILA PA 19103-7007
 
DELAWARE CASHFIRST CLEARING LLC1,051,505.94011.57%
RESERVE FUNDSPECIAL CUSTODY ACCT FOR THE
CLASS CEXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARE CASHMORGAN STANLEY SMITH BARNEY972,254.10010.69%
RESERVE FUNDHARBORSIDE FINANCIAL CENTER
CLASS CPLAZA 2 3RD FL
JERSEY CITY NJ 07311
 
DELAWARE CASHUBS WM USA886,066.8709.75%
RESERVE FUNDOMNI ACCOUNT M/F
CLASS CATTN DEPARTMENT MANAGER
499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARE CASHMLPF&S FOR THE SOLE676,133.4807.44%
RESERVE FUNDBENEFIT OF ITS CUSTOMERS
CLASS CATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWARE CASHROXANNE A PONTOW TTEE1,007,277.40011.08%
RESERVE FUNDJANET P KOENNECKE
CLASS CREVOCABLE LIVING TRUST
SANDY OR 97055
 
DELAWARE CORECHARLES SCHWAB & CO INC1,326,081.81517.22%
PLUS BOND FUNDSPEC CUSTODY ACCT FOR THE EXCL
CLASS ABNFT OF CUSTS
ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWARE COREPERSHING LLC618,576.0678.03%
PLUS BOND FUND1 PERSHING PLAZA
CLASS AJERSEY CITY NJ 07399-0002

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARE COREMLPF&S FOR THE SOLE295,328.85928.30%
PLUS BOND FUNDBENEFIT OF ITS CUSTOMERS
CLASS CATTENTION: FUND ADMIN SEC 
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWARE COREMORGAN STANLEY SMITH BARNEY177,279.25716.99%
PLUS BOND FUNDHARBORSIDE FINANCIAL CENTER
CLASS CPLAZA 2 3RD FL
JERSEY CITY NJ 07311
 
DELAWARE COREPERSHING LLC86,795.4898.32%
PLUS BOND FUND1 PERSHING PLAZA
CLASS CJERSEY CITY NJ 07399-0002
 
DELAWARE CORENATIONAL FINANCIAL77,918.1007.47%
PLUS BOND FUNDSERVICES LLC
CLASS C(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARE CORERAYMOND JAMES72,872.5326.98%
PLUS BOND FUNDOMNIBUS FOR MUTUAL FUNDS
CLASS CATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33713
 
DELAWARE COREFIRST CLEARING LLC66,860.0396.41%
PLUS BOND FUNDSPECIAL CUSTODY ACCT FOR THE
CLASS CEXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARE CORENATIONAL FINANCIAL1,295,988.45928.62%
PLUS BOND FUNDSERVICES LLC
CLASS I(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARE CORERAYMOND JAMES339,097.6207.49%
PLUS BOND FUNDATTN COURTNEY WALLER
CLASS I880 CARILLON PARKWAY
ST PETERSBURG FL 33713
 
DELAWARE COREWELLS FARGO BANK NA884,160.56719.52%
PLUS BOND FUNDFBO BMI PENSION - FUNDS
CLASS IPO BOX 1533
MINNEAPOLIS, MN 55480

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARE CORE DRAPER & CO505,995.003  11.17% 
PLUS BOND FUND801 LANCASTER AVE   
CLASS IBRYN MAWR, PA 19010 
 
DELAWARE CORELINCOLN RETIREMENT SERVICES CO231,286.7535.11%
PLUS BOND FUNDFBO MACQUARIE HOLDINGS
CLASS IUSA INC 401A
P.O. BOX 7876
FORT WAYNE IN 46801-7876 
 
DELAWARE CORELINCOLN RETIREMENT SERVICES CO602,481.00268.73%
PLUS BOND FUNDFBO SANTAFE HLTHCRE 401K
CLASS RP.O. BOX 7876
 FORT WAYNE IN 46801-7876
 
DELAWARE COREMLPF&S FOR THE SOLE74,152.9598.46%
PLUS BOND FUNDBENEFIT OF ITS CUSTOMERS
CLASS RATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWARENATIONAL FINANCIAL12,045,674.53315.12%
CORPORATESERVICES LLC
BOND FUND (FBO) OUR CUSTOMERS
CLASS AATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREPERSHING LLC6,388,219.1068.02%
CORPORATE1 PERSHING PLAZA
BOND FUNDJERSEY CITY NJ 07399-0002
CLASS A
 
DELAWAREMLPF&S FOR THE SOLE6,251,346.4297.84%
CORPORATEBENEFIT OF ITS CUSTOMERS
BOND FUNDATTENTION: FUND ADMIN SEC
CLASS A4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREFIRST CLEARING LLC4,283,845.4105.38%
CORPORATESPECIAL CUSTODY ACCT FOR THE
BOND FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS A2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREDCGT AS TTEE4,255,208.6375.34%
CORPORATECUST FBO PLIC VARIOUS
BOND FUNDRETIREMENT PLANS OMNIBUS
CLASS AATTN NPIO TRADE DESK
711 HIGH STREET
 DES MOINES, IA 50303

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREMLPF&S FOR THE SOLE13,318,831.34038.88%
CORPORATEBENEFIT OF ITS CUSTOMERS
BOND FUNDATTENTION: FUND ADMIN SEC
CLASS C4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREFIRST CLEARING LLC5,208,103.75015.20%
CORPORATESPECIAL CUSTODY ACCT FOR THE
BOND FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS C2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREMORGAN STANLEY SMITH BARNEY3,223,555.1979.41%
CORPORATEHARBORSIDE FINANCIAL CENTER
BOND FUNDPLAZA 2 3RD FL
CLASS CJERSEY CITY NJ 07311
 
DELAWAREPERSHING LLC2,676,606.2127.81%
CORPORATE1 PERSHING PLAZA
BOND FUNDJERSEY CITY NJ 07399-0002
CLASS C
 
DELAWARENATIONAL FINANCIAL2,056,589.6956.00%
CORPORATESERVICES LLC
BOND FUND(FBO) OUR CUSTOMERS
CLASS CATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARERAYMOND JAMES1,745,162.1685.09%
CORPORATEOMNIBUS FOR MUTUAL FUNDS
BOND FUNDATTN COURTNEY WALLER
CLASS C880 CARILLON PARKWAY
ST PETERSBURG FL 33713
 
DELAWAREMLPF&S FOR THE SOLE46,739,306.85146.58%
CORPORATEBENEFIT OF ITS CUSTOMERS
BOND FUNDATTENTION: FUND ADMIN SEC
CLASS I4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREUBS WM USA12,685,003.03512.64%
CORPORATEOMNI ACCOUNT M/F
BOND FUNDATTN DEPARTMENT MANAGER
CLASS I499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARENATIONAL FINANCIAL10,132,554.07710.10%
CORPORATESERVICES LLC
BOND FUND(FBO) OUR CUSTOMERS
CLASS IATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
 JERSEY CITY NJ 07310

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREFIRST CLEARING LLC9,360,669.2259.33%
CORPORATESPECIAL CUSTODY ACCT FOR THE
BOND FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS I2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREMORGAN STANLEY SMITH BARNEY5,134,756.0775.12%
CORPORATEHARBORSIDE FINANCIAL CENTER
BOND FUNDPLAZA 2 3RD FL
CLASS IJERSEY CITY NJ 07311
 
DELAWAREMLPF&S FOR THE SOLE907,307.00418.20%
CORPORATEBENEFIT OF ITS CUSTOMERS
BOND FUNDATTENTION: FUND ADMIN SEC
CLASS R4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREDCGT AS TTEE AND/OR CUST2,534,577.71850.84%
CORPORATEFBO PLIC VARIOUS RETIREMENT
BOND FUNDPLANS OMNIBUS
CLASS RATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50303
 
DELAWAREPERSHING LLC2,142,391.96516.91%
DIVERSIFIED1 PERSHING PLAZA
FLOATING RATEJERSEY CITY NJ 07399-0002
FUND CLASS A
 
DELAWAREMLPF&S FOR THE SOLE1,280,313.05510.11%
DIVERSIFIEDBENEFIT OF ITS CUSTOMERS
FLOATING RATEATTENTION: FUND ADMIN SEC
FUND CLASS A4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMORGAN STANLEY SMITH BARNEY1,161,782.3229.17%
DIVERSIFIEDHARBORSIDE FINANCIAL CENTER
FLOATING RATEPLAZA 2 3RD FL
FUND CLASS AJERSEY CITY NJ 07311
 
DELAWAREUBS WM USA1,054,985.4638.33%
DIVERSIFIEDOMNI ACCOUNT M/F
FLOATING RATEATTN DEPARTMENT MANAGER
FUND CLASS A499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWAREFIRST CLEARING LLC742,027.3565.86%
DIVERSIFIEDSPECIAL CUSTODY ACCT FOR THE
FLOATING RATEEXCLUSIVE BENEFIT OF CUSTOMER
FUND CLASS A2801 MARKET ST
 SAINT LOUIS MO 63103-2523

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARENATIONAL FINANCIAL731,470.9625.77%
DIVERSIFIEDSERVICES LLC
FLOATING RATE(FBO) OUR CUSTOMERS
FUND CLASS AATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREMLPF&S FOR THE SOLE3,598,768.20635.69%
DIVERSIFIEDBENEFIT OF ITS CUSTOMERS
FLOATING RATEATTENTION: FUND ADMIN SEC
FUND CLASS C4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREFIRST CLEARING LLC1,757,906.41917.43%
DIVERSIFIEDSPECIAL CUSTODY ACCT FOR THE
FLOATING RATEEXCLUSIVE BENEFIT OF CUSTOMER
FUND CLASS C2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREMORGAN STANLEY SMITH BARNEY1,243,993.89412.34%
DIVERSIFIEDHARBORSIDE FINANCIAL CENTER
FLOATING RATEPLAZA 2 3RD FL
FUND CLASS CJERSEY CITY NJ 07311
 
DELAWAREUBS WM USA999,544.8489.91%
DIVERSIFIEDOMNI ACCOUNT M/F
FLOATING RATEATTN DEPARTMENT MANAGER
FUND CLASS C499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARELPL FINANCIAL511,382.1145.07%
DIVERSIFIED--OMNIBUS CUSTOMER ACCOUNT--
FLOATING RATEATTN: LINDSAY O’TOOLE
FUND CLASS C9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
 
DELAWAREMLPF&S FOR THE SOLE11,810,183.01939.10%
DIVERSIFIEDBENEFIT OF ITS CUSTOMERS
FLOATING RATEATTENTION: FUND ADMIN SEC
FUND CLASS I4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMORGAN STANLEY SMITH BARNEY5,517,271.02318.26%
DIVERSIFIEDHARBORSIDE FINANCIAL CENTER
FLOATING RATEPLAZA 2 3RD FL
FUND CLASS IJERSEY CITY NJ 07311
 
DELAWAREFIRST CLEARING LLC4,690,079.42915.53%
DIVERSIFIEDSPECIAL CUSTODY ACCT FOR THE
FLOATING RATEEXCLUSIVE BENEFIT OF CUSTOMER
FUND CLASS I2801 MARKET ST
 SAINT LOUIS MO 63103-2523

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREUBS WM USA3,733,834.57312.36%
DIVERSIFIEDOMNI ACCOUNT M/F
FLOATING RATEATTN DEPARTMENT MANAGER
FUND CLASS I499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWAREMORGAN STANLEY SMITH BARNEY75,169.50990.11%
DIVERSIFIEDHARBORSIDE FINANCIAL CENTER
FLOATING RATEPLAZA 2 3RD FL
FUND CLASS RJERSEY CITY NJ 07311
 
DELAWARENATIONAL FINANCIAL31,484,443.10513.89%
DIVERSIFIEDSERVICES LLC
INCOME FUND(FBO) OUR CUSTOMERS
CLASS AATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREMLPF&S FOR THE SOLE29,131,578.95212.85%
DIVERSIFIEDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS A4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWARELPL FINANCIAL15,561,912.2516.87%
DIVERSIFIED--OMNIBUS CUSTOMER ACCOUNT--
INCOME FUNDATTN: LINDSAY O’TOOLE
CLASS A9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
 
DELAWAREPERSHING LLC15,406,131.6086.80%
DIVERSIFIED1 PERSHING PLAZA
INCOME FUNDJERSEY CITY NJ 07399-0002
CLASS A
 
DELAWAREUBS WM USA11,820,163.5485.22%
DIVERSIFIEDOMNI ACCOUNT M/F
INCOME FUNDATTN DEPARTMENT MANAGER
CLASS A499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWAREMLPF&S FOR THE SOLE35,829,534.69128.09%
DIVERSIFIEDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS C4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMORGAN STANLEY SMITH BARNEY19,839,224.13215.55%
DIVERSIFIEDHARBORSIDE FINANCIAL CENTER
INCOME FUNDPLAZA 2 3RD FL
CLASS CJERSEY CITY NJ 07311

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREFIRST CLEARING LLC14,429,180.58411.31%
DIVERSIFIEDSPECIAL CUSTODY ACCT FOR THE
INCOME FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS C2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREUBS WM USA11,823,778.2599.27%
DIVERSIFIEDOMNI ACCOUNT M/F
INCOME FUNDATTN DEPARTMENT MANAGER
CLASS C499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARENATIONAL FINANCIAL SERVICES LLC9,961,931.8837.81%
DIVERSIFIED(FBO) OUR CUSTOMERS
INCOME FUNDATTN MUTUAL FUNDS
CLASS CDEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARERAYMOND JAMES8,645,720.0416.78%
DIVERSIFIEDOMNIBUS FOR MUTUAL FUNDS
INCOME FUNDATTN COURTNEY WALLER
CLASS C880 CARILLON PARKWAY
ST PETERSBURG FL 33713
 
DELAWAREFIRST CLEARING LLC57,855,432.56521.29%
DIVERSIFIEDSPECIAL CUSTODY ACCT FOR THE
INCOME FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS I2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREUBS WM USA53,269,810.45919.60%
DIVERSIFIEDOMNI ACCOUNT M/F
INCOME FUNDATTN DEPARTMENT MANAGER
CLASS I499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWAREMLPF&S FOR THE SOLE41,941,694.86515.43%
DIVERSIFIEDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS I4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMORGAN STANLEY SMITH BARNEY29,868,102.82610.99%
DIVERSIFIEDHARBORSIDE FINANCIAL CENTER
INCOME FUNDPLAZA 2 3RD FL
CLASS IJERSEY CITY NJ 07311
 
DELAWARELPL FINANCIAL24,790,601.6309.12%
DIVERSIFIED--OMNIBUS CUSTOMER ACCOUNT--
INCOME FUNDATTN: LINDSAY O’TOOLE
CLASS I9785 TOWNE CENTRE DR
 SAN DIEGO CA 92121

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREPERSHING LLC20,990,481.2157.72%
DIVERSIFIED1 PERSHING PLAZA
INCOME FUNDJERSEY CITY NJ 07399-0002
CLASS I
 
DELAWAREMLPF&S FOR THE SOLE3,542,231.14127.10%
DIVERSIFIEDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS R4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREHARTFORD LIFE INSURANCE CO1,769,468.29713.53%
DIVERSIFIEDSEP ACCT
INCOME FUNDATTN UIT OPERATIONS
CLASS RPO BOX 2999
HARTFORD CT 06104-2999
 
DELAWAREFIRST CLEARING LLC2,701,645.96311.36%
DIVIDENDSPECIAL CUSTODY ACCT FOR THE
INCOME FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS A2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWARENATIONAL FINANCIAL2,610,235.50410.97%
DIVIDENDSERVICES LLC
INCOME FUND(FBO) OUR CUSTOMERS
CLASS AATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREMLPF&S FOR THE SOLE2,235,906.2579.40%
DIVIDENDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS A4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWARELPL FINANCIAL1,711,966.0357.20%
DIVIDEND--OMNIBUS CUSTOMER ACCOUNT--
INCOME FUNDATTN: LINDSAY O’TOOLE
CLASS A9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
 
DELAWAREPERSHING LLC1,546,263.9236.50%
DIVIDEND1 PERSHING PLAZA
INCOME FUNDJERSEY CITY NJ 07399-0002
CLASS A
 
DELAWAREMORGAN STANLEY SMITH BARNEY1,423,567.1985.99%
DIVIDENDHARBORSIDE FINANCIAL CENTER
INCOME FUNDPLAZA 2 3RD FL
CLASS AJERSEY CITY NJ 07311

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARECHARLES SCHWAB & CO INC1,240,648.9065.22%
DIVIDENDSPECIAL CUSTODY ACCT
INCOME FUNDFBO CUSTOMERS
CLASS AATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWAREMLPF&S FOR THE SOLE6,033,383.12226.27%
DIVIDENDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS C4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMORGAN STANLEY SMITH BARNEY3,738,438.49016.28%
DIVIDENDHARBORSIDE FINANCIAL CENTER
INCOME FUNDPLAZA 2 3RD FL
CLASS CJERSEY CITY NJ 07311
 
DELAWAREFIRST CLEARING LLC3,582,402.55715.60%
DIVIDENDSPECIAL CUSTODY ACCT FOR THE
INCOME FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS C2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREUBS WM USA2,024,058.9768.81%
DIVIDENDOMNI ACCOUNT M/F
INCOME FUNDATTN DEPARTMENT MANAGER
CLASS C499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARENATIONAL FINANCIAL1,477,357.0016.43%
DIVIDENDSERVICES LLC
INCOME FUND(FBO) OUR CUSTOMERS
CLASS CATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARERAYMOND JAMES1,323,264.6115.76%
DIVIDENDOMNIBUS FOR MUTUAL FUNDS
INCOME FUNDATTN COURTNEY WALLER
CLASS C880 CARILLON PARKWAY
ST PETERSBURG FL 33713
 
DELAWAREMLPF&S FOR THE SOLE3,391,835.71529.39%
DIVIDENDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS I4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMORGAN STANLEY SMITH BARNEY2,371,582.38920.55%
DIVIDENDHARBORSIDE FINANCIAL
INCOME FUNDCENTER PLAZA 2 3RD FL
CLASS IJERSEY CITY NJ 07311

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREFIRST CLEARING LLC2,125,171.05918.42%
DIVIDENDSPECIAL CUSTODY ACCT FOR THE
INCOME FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS I2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREUBS WM USA1,110,097.9209.62%
DIVIDENDOMNI ACCOUNT M/F
INCOME FUNDATTN DEPARTMENT MANAGER
CLASS I499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARELPL FINANCIAL692,840.4966.00%
DIVIDEND--OMNIBUS CUSTOMER ACCOUNT--
INCOME FUNDATTN: LINDSAY O’TOOLE
CLASS I9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
 
DELAWARENATIONAL FINANCIAL686,138.5395.95%
DIVIDENDSERVICES LLC
INCOME FUND(FBO) OUR CUSTOMERS
CLASS IATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARERELIANCE TRUST COMPANY121,411.28543.28%
DIVIDENDFBO MASSMUTUAL DMF
INCOME FUNDP.O. BOX 48529
CLASS RATLANTA GA 30362
 
DELAWAREASCENSUS TRUST COMPANY25,702.9569.16%
DIVIDENDFBO WOODSTOCK INTERNAL
INCOME FUNDMEDICINE SPECIAL
CLASS RP.O. BOX 10758
FARGO, ND 58106
 
DELAWAREASCENSUS TRUST COMPANY14,641.0775.22%
DIVIDENDFBO GRUBBS CHEVROLET, INC.
INCOME FUND401(K) PLAN
CLASS RP.O. BOX 10758
FARGO, ND 58106
 
DELAWAREMLPF&S FOR THE SOLE60,914.14421.71%
DIVIDENDBENEFIT OF ITS CUSTOMERS
INCOME FUNDATTENTION: FUND ADMIN SEC
CLASS R4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREPERSHING LLC14,737.6215.25%
DIVIDEND1 PERSHING PLAZA
INCOME FUNDJERSEY CITY NJ 07399-0002
CLASS R

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREDELAWARE MANAGEMENT252.36398.76%
EMERGINGHOLDINGS, INC.
MARKETS DEBTC/O RICK SALUS
FUND CLASS A2005 MARKET ST
PHILADELPHIA PA 19103-7028
 
DELAWAREDEL MANAGEMENT HOLDINGS, INC.250.84998.74%
EMERGINGC/O RICK SALUS
MARKETS DEBT2005 MARKET ST
FUND CLASS CPHILADELPHIA PA 19103-7028
 
DELAWAREDEL MANAGEMENT HOLDINGS, INC.2,226,996.781100.00%
EMERGINGC/O RICK SALUS
MARKETS DEBT2005 MARKET ST
FUND CLASS IPHILADELPHIA PA 19103-7028
 
DELAWAREDEL MANAGEMENT HOLDINGS, INC.251.84298.74%
EMERGINGC/O RICK SALUS
MARKETS DEBT2005 MARKET ST
FUND CLASS RPHILADELPHIA PA 19103-7028
 
DELAWARENATIONAL FINANCIAL3,738,834.25314.81%
EMERGINGSERVICES LLC
MARKETS FUND(FBO) OUR CUSTOMERS
CLASS AATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREMLPF&S FOR THE SOLE2,856,699.29511.32%
EMERGINGBENEFIT OF ITS CUSTOMERS
MARKETS FUNDATTENTION: FUND ADMIN SEC
CLASS A4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREPERSHING LLC2,845,611.60911.27%
EMERGING1 PERSHING PLAZA
MARKETS FUNDJERSEY CITY NJ 07399-0002
CLASS A
 
DELAWARECHARLES SCHWAB & CO INC1,903,933.9657.54%
EMERGINGSPEC CUSTODY ACCT FOR THE EXCL
MARKETS FUNDBNFT OF CUSTS ATTN MUT FDS
CLASS A211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWAREMORGAN STANLEY SMITH BARNEY1,767,732.3977.00%
EMERGINGHARBORSIDE FINANCIAL CENTER
MARKETS FUNDPLAZA 2 3RD FL
CLASS AJERSEY CITY NJ 07311
 
DELAWARELPL FINANCIAL1,316,222.7505.21%
EMERGING--OMNIBUS CUSTOMER ACCOUNT--
MARKETS FUNDATTN: LINDSAY O’TOOLE
CLASS A9785 TOWNE CENTRE DR
SAN DIEGO CA 92121

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREMLPF&S FOR THE SOLE3,248,708.43624.90%
EMERGINGBENEFIT OF ITS CUSTOMERS
MARKETS FUNDATTENTION: FUND ADMIN SEC
CLASS C4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMORGAN STANLEY SMITH BARNEY2,621,020.57220.09%
EMERGINGHARBORSIDE FINANCIAL CENTER
MARKETS FUNDPLAZA 2 3RD FL
CLASS CJERSEY CITY NJ 07311
 
DELAWAREFIRST CLEARING LLC1,549,859.44311.88%
EMERGINGSPECIAL CUSTODY ACCT FOR THE
MARKETS FUNDEXCLUSIVE BENEFIT OF CUSTOMER
CLASS C2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREUBS WM USA1,212,789.6069.29%
EMERGINGOMNI ACCOUNT M/F
MARKETS FUNDATTN DEPARTMENT MANAGER
CLASS C499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARENATIONAL FINANCIAL777,038.3055.95%
EMERGINGSERVICES LLC
MARKETS FUND(FBO) OUR CUSTOMERS
CLASS CATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARELPL FINANCIAL739,546.9055.67%
EMERGING--OMNIBUS CUSTOMER ACCOUNT--
MARKETS FUNDATTN: LINDSAY O’TOOLE
CLASS C9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
 
DELAWAREPERSHING LLC659,052.8695.05%
EMERGING1 PERSHING PLAZA
MARKETS FUNDJERSEY CITY NJ 07399-0002
CLASS C
 
DELAWARECHARLES SCHWAB & CO INC38,592,893.59926.22%
EMERGINGSPEC CUSTODY ACCT FOR THE EXCL
MARKETS FUNDBNFT OF CUSTS ATTN MUT FDS
CLASS I211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWAREMLPF&S FOR THE SOLE27,438,911.95318.64%
EMERGINGBENEFIT OF ITS CUSTOMERS
MARKETS FUNDATTENTION: FUND ADMIN SEC
CLASS I4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREPERSHING LLC16,616,056.58011.29%
EMERGING1 PERSHING PLAZA
MARKETS FUNDJERSEY CITY NJ 07399-0002
CLASS I
 
DELAWARENATIONAL FINANCIAL8,847,994.8346.01%
EMERGINGSERVICES LLC
MARKETS FUND(FBO) OUR CUSTOMERS
CLASS IATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREEDWARD D JONES AND CO8,806,642.4695.98%
EMERGINGFOR THE BENEFIT OF CUSTOMERS
MARKETS FUND12555 MANCHESTER ROAD
CLASS IST LOUIS MO 63131-3710
 
DELAWAREMLPF&S FOR THE SOLE369,593.22433.85%
EMERGINGBENEFIT OF ITS CUSTOMERS
MARKETS FUNDATTENTION: FUND ADMIN SEC
CLASS R4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMASSACHUSETTS MUTUAL LIFE108,509.8029.94%
EMERGINGINSURANCE COMPANY
MARKETS FUND1295 STATE STREET - MIP M200-INVST
CLASS RSPRINGFIELD MA 01111
 
DELAWAREMASSACHUSETTS MUTUAL LIFE65,188.7985.97%
EMERGINGINSURANCE COMPANY
MARKETS FUND1295 STATE STREET - MIP C105
CLASS RSPRINGFIELD MA 01111-0001
 
DELAWAREDCGT AS TTEE AND/OR CUST218,935.41920.05%
EMERGINGFBO PLIC VARIOUS RETIREMENT
MARKETS FUNDPLANS OMNIBUS
CLASS RATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50303
 
DELAWARENATIONAL FINANCIAL5,305,795.04713.51%
EXTENDEDSERVICES LLC
DURATION BOND(FBO) OUR CUSTOMERS
FUND CLASS AATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREPERSHING LLC2,225,823.9535.67%
EXTENDED1 PERSHING PLAZA
DURATION BONDJERSEY CITY NJ 07399-0002
FUND CLASS A

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREMLPF&S FOR THE SOLE2,002,979.0095.10%
EXTENDEDBENEFIT OF ITS CUSTOMERS
DURATION BONDATTENTION: FUND ADMIN SEC
FUND CLASS A4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWAREMASSACHUSETTS MUTUAL LIFE11,171,265.47128.44%
EXTENDEDINSURANCE COMPANY
DURATION BOND1295 STATE STREET - MIP C105
FUND CLASS ASPRINGFIELD MA 01111-0001
 
DELAWAREDCGT AS TTEE2,555,713.7756.51%
EXTENDEDCUST FBO PLIC
DURATION BONDVARIOUS RETIREMENT
FUND CLASS APLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50303
 
DELAWAREMLPF&S FOR THE SOLE1,059,913.80421.13%
EXTENDEDBENEFIT OF ITS CUSTOMERS
DURATION BONDATTENTION: FUND ADMIN SEC
FUND CLASS C4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
 
DELAWARENATIONAL FINANCIAL772,438.43515.40%
EXTENDEDSERVICES LLC
DURATION BOND(FBO) OUR CUSTOMERS
FUND CLASS CATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREFIRST CLEARING LLC629,859.00212.56%
EXTENDEDSPECIAL CUSTODY ACCT FOR THE
DURATION BONDEXCLUSIVE BENEFIT OF CUSTOMER
FUND CLASS C2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREPERSHING LLC523,394.10110.44%
EXTENDED1 PERSHING PLAZA
DURATION BONDJERSEY CITY NJ 07399-0002
FUND CLASS C
 
DELAWARERAYMOND JAMES449,367.0138.96%
EXTENDEDOMNIBUS FOR MUTUAL FUNDS
DURATION BONDATTN COURTNEY WALLER
FUND CLASS C880 CARILLON PARKWAY
ST PETERSBURG FL 33713
 
DELAWARELPL FINANCIAL259,977.7305.18%
EXTENDED--OMNIBUS CUSTOMER ACCOUNT--
DURATION BONDATTN: LINDSAY O’TOOLE
FUND CLASS C9785 TOWNE CENTRE DR
SAN DIEGO CA 92121

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARENATIONAL FINANCIAL8,214,293.74715.54%
EXTENDEDSERVICES LLC
DURATION BOND(FBO) OUR CUSTOMERS
FUND CLASS IATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARECHARLES SCHWAB & CO INC6,128,466.56511.59%
EXTENDEDSPEC CUSTODY ACCT FOR THE EXCL
DURATION BONDBNFT OF CUSTS ATTN MUT FDS
FUND CLASS I211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWAREFIRST CLEARING LLC3,456,561.4246.54%
EXTENDEDSPECIAL CUSTODY ACCT FOR THE
DURATION BONDEXCLUSIVE BENEFIT OF CUSTOMER
FUND CLASS I2801 MARKET ST
SAINT LOUIS MO 63103-2523
 
DELAWAREUBS WM USA2,985,925.1505.65%
EXTENDEDOMNI ACCOUNT M/F
DURATION BONDATTN DEPARTMENT MANAGER
FUND CLASS I499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWAREMAC & CO4,154,172.6117.86%
EXTENDEDATTN MUTUAL FUND OPS
DURATION BOND525 WILLIAM PENN PLACE
FUND CLASS IPITTSBURGH PA 15230
 
DELAWAREMASSACHUSETTS MUTUAL1,488,191.97330.43%
EXTENDEDLIFE INS CO
DURATION BOND1295 STATE STREET - MIP C105
FUND CLASS RSPRINGFIELD MA 01111-0001
 
DELAWAREHARTFORD LIFE INSURANCE CO354,418.0397.25%
EXTENDEDSEP ACCT
DURATION BONDATTN UIT OPERATIONS
FUND CLASS RPO BOX 2999
HARTFORD CT 06104-2999
 
DELAWAREDCGT AS TTEE AND/OR CUST940,397.85019.23%
EXTENDEDFBO PLIC VARIOUS RETIREMENT
DURATION BONDPLANS OMNIBUS
FUND CLASS RATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50303
 
DELAWAREVOYA RETIREMENT INSURANCE AND1,252,160.31525.61%
EXTENDEDANNUITY COMPANY
DURATION BOND1 ORANGE WAY
FUND CLASS RWINDSOR CT 06095-4773

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARESTATE STREET BANK AND348,911.7427.14%
EXTENDEDTRUST COMPANY
DURATION BONDFBO TAYNIK & CO
FUND CLASS R1200 CROWN COLONY DR
QUINCY MA 02169-0938
 
DELAWAREPERSHING LLC288,523.90619.66%
FOCUS GLOBAL1 PERSHING PLAZA
GROWTH FUNDJERSEY CITY NJ 07399-0002
CLASS A
 
DELAWARENATIONAL FINANCIAL285,881.05519.48%
FOCUS GLOBALSERVICES LLC
GROWTH FUND(FBO) OUR CUSTOMERS
CLASS AATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREMORGAN STANLEY SMITH BARNEY108,044.2677.36%
FOCUS GLOBALHARBORSIDE FINANCIAL CENTER
GROWTH FUNDPLAZA 2 3RD FL
CLASS AJERSEY CITY NJ 07311
 
DELAWARELPL FINANCIAL84,143.2405.73%
FOCUS GLOBAL--OMNIBUS CUSTOMER ACCOUNT--
GROWTH FUNDATTN: LINDSAY O’TOOLE
CLASS A9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
 
DELAWAREMORGAN STANLEY SMITH BARNEY60,585.43819.77%
FOCUS GLOBALHARBORSIDE FINANCIAL CENTER
GROWTH FUNDPLAZA 2 3RD FL
CLASS CJERSEY CITY NJ 07311
 
DELAWAREPERSHING LLC43,418.14714.17%
FOCUS GLOBAL1 PERSHING PLAZA
GROWTH FUNDJERSEY CITY NJ 07399-0002
CLASS C
 
DELAWAREUBS WM USA41,376.53913.50%
FOCUS GLOBALOMNI ACCOUNT M/F
GROWTH FUNDATTN DEPARTMENT MANAGER
CLASS C499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARERAYMOND JAMES40,383.78113.18%
FOCUS GLOBALOMNIBUS FOR MUTUAL FUNDS
GROWTH FUNDATTN COURTNEY WALLER
CLASS C880 CARILLON PARKWAY
ST PETERSBURG FL 33713

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARELPL FINANCIAL35,969.71711.74%
FOCUS GLOBAL--OMNIBUS CUSTOMER ACCOUNT--
GROWTH FUNDATTN: LINDSAY O’TOOLE
CLASS C9785 TOWNE CENTRE DR
SAN DIEGO CA 92121
 
DELAWARENATIONAL FINANCIAL19,220.8156.27%
FOCUS GLOBALSERVICES LLC
GROWTH FUND(FBO) OUR CUSTOMERS
CLASS CATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
 
DELAWAREMORGAN STANLEY SMITH BARNEY3,239,766.30666.61%
FOCUS GLOBALHARBORSIDE FINANCIAL CENTER
GROWTH FUNDPLAZA 2 3RD FL
CLASS IJERSEY CITY NJ 07311
 
DELAWARENATIONAL FINANCIAL826,734.23817.00%
FOCUS GLOBALSERVICES LLC
GROWTH FUND(FBO) OUR CUSTOMERS
CLASS IATTN MUTUAL FUNDS
DEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWAREUBS WM USA312,398.7686.42%
FOCUS GLOBALOMNI ACCOUNT M/F
GROWTH FUNDATTN DEPARTMENT MANAGER
CLASS I499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
 
DELAWARERELIANCE TRUST COMPANY277,837.8065.71%
FOCUS GLOBALFBO RIS
GROWTH FUNDPO BOX 48529
CLASS IATLANTA GA 30362
 
DELAWARECOUNSEL TRUST DBA MATC FBO4,965.23663.71%
FOCUS GLOBALPERFORMANCE AIR
GROWTH FUNDMECHANICAL INC
CLASS R401(K) PROFIT SHARING
PLAN & TRUST
1251 WATERFRONT PLACE SUITE 525
PITTSBURGH, PA 15222
 
DELAWAREMG TRUST COMPANY1,722.04222.09%
FOCUS GLOBALCUST. FBO C. MCHUGH INSURANCE
GROWTH FUNDAGENCY, INC.
CLASS R717 17TH STREET SUITE 1300
DENVER CO 80202

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARENFS LLC622.0767.98%
FOCUS GLOBALFEBO JONATHAN VICTOR &
GROWTH FUNDCAROL VICTOR
CLASS RWHEELING IL 60090
 
DELAWAREMLPF&S FOR THE SOLE555,401.12310.84%
FOUNDATION®BENEFIT OF ITS CUSTOMERS
CONSERVATIVEATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CL AJACKSONVILLE FL 32246-6484
 
DELAWAREFIRST CLEARING LLC349,900.8536.83%
FOUNDATIONSPECIAL CUSTODY ACCT FOR THE
CONSERVATIVEEXCLUSIVE BENEFIT OF CUSTOMER
ALLOCATION FUND2801 MARKET ST
CL ASAINT LOUIS MO 63103-2523
 
DELAWAREPERSHING LLC258,740.8245.05%
FOUNDATION1 PERSHING PLAZA
CONSERVATIVEJERSEY CITY NJ 07399-0002
ALLOCATION FUND
CL A
 
DELAWARELINCOLN FINANCIAL GROUP446,073.3808.71%
FOUNDATIONTRUST CO
CONSERVATIVEFBO ROLLOVER IRA PLANS
ALLOCATION FUND1 GRANITE PL
CL ACONCORD NH 03301-3258
 
DELAWAREFIRST CLEARING LLC591,555.44017.30%
FOUNDATIONSPECIAL CUSTODY ACCT FOR THE
CONSERVATIVEEXCLUSIVE BENEFIT OF CUSTOMER
ALLOCATION FUND2801 MARKET ST
CL CSAINT LOUIS MO 63103-2523
 
DELAWAREMLPF&S FOR THE SOLE533,438.08115.60%
FOUNDATIONBENEFIT OF ITS CUSTOMERS
CONSERVATIVEATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CL CJACKSONVILLE FL 32246-6484
 
DELAWARELPL FINANCIAL344,439.32210.07%
FOUNDATION--OMNIBUS CUSTOMER ACCOUNT--
CONSERVATIVEATTN: LINDSAY O’TOOLE
ALLOCATION FUND9785 TOWNE CENTRE DR
CL CSAN DIEGO CA 92121
 
DELAWARENATIONAL FINANCIAL296,522.5298.67%
FOUNDATIONSERVICES LLC
CONSERVATIVE(FBO) OUR CUSTOMERS
ALLOCATION FUNDATTN MUTUAL FUNDS
CL CDEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREMORGAN STANLEY SMITH BARNEY286,450.0568.38%
FOUNDATION®HARBORSIDE FINANCIAL
CONSERVATIVECENTER PLAZA 2 3RD FL
ALLOCATION FUNDJERSEY CITY NJ 07311
CL C
 
DELAWAREUBS WM USA217,883.1196.37%
FOUNDATIONOMNI ACCOUNT M/F
CONSERVATIVEATTN DEPARTMENT MANAGER
ALLOCATION FUND499 WASHINGTON BLVD FL 9
CL CJERSEY CITY NJ 07310-2055
 
DELAWAREPERSHING LLC191,910.3965.61%
FOUNDATION1 PERSHING PLAZA
CONSERVATIVEJERSEY CITY NJ 07399-0002
ALLOCATION FUND
CL C
 
DELAWARECHARLES SCHWAB & CO INC186,520.8205.46%
FOUNDATIONSPECIAL CUSTODY ACCT
CONSERVATIVEFBO CUSTOMERS
ALLOCATION FUNDATTN MUTUAL FUNDS
CL C211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWARELINCOLN RETIREMENT SERVICES CO179,569.5579.90%
FOUNDATIONFBO MACQUARIE HOLDINGS USA
CONSERVATIVEINC 401K
ALLOCATION FUNDP.O. BOX 7876
CL IFORT WAYNE IN 46801-7876
 
DELAWARELINCOLN RETIREMENT SERVICES120,550.0856.65%
FOUNDATIONCOMPANY
CONSERVATIVEFBO APPLIED INFORMATION
ALLOCATION FUNDSCIENCES
CL IPO BOX 7876
FORT WAYNE IN 46801-7876
 
DELAWAREFIRST CLEARING LLC286,665.81515.81%
FOUNDATIONSPECIAL CUSTODY ACCT FOR THE
CONSERVATIVEEXCLUSIVE BENEFIT OF CUSTOMER
ALLOCATION FUND2801 MARKET ST
CL ISAINT LOUIS MO 63103-2523
 
DELAWAREMLPF&S FOR THE SOLE259,149.93314.29%
FOUNDATIONBENEFIT OF ITS CUSTOMERS
CONSERVATIVEATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CL IJACKSONVILLE FL 32246-6484
 
DELAWARECHARLES SCHWAB & CO INC100,672.4265.55%
FOUNDATIONSPEC CUSTODY ACCT FOR THE EXCL
CONSERVATIVEBNFT OF CUSTS ATTN MUT FDS
ALLOCATION FUND211 MAIN ST
CL ISAN FRANCISCO CA 94105-1905

95



Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWARELPL FINANCIAL94,434.5835.21%
FOUNDATION®--OMNIBUS CUSTOMER ACCOUNT--
CONSERVATIVEATTN: LINDSAY O’TOOLE 
ALLOCATION FUND9785 TOWNE CENTRE DR
CL ISAN DIEGO CA 92121 
 
DELAWAREBOND STREET CUSTODIANS LTD150,016.7318.27%
FOUNDATIONACF MACQUARIE GROUP SERVICES
CONSERVATIVEAUSTRALIA PTY LTD
ALLOCATION FUNDLEVEL 20 N 1 MARTIN PLACE
CL ISYDNEY NSW 2000 AUSTRALIA
 
DELAWAREBOND STREET CUSTODIANS LTD108,775.6666.00%
FOUNDATIONACF MACQUARIE GROUP SERVICES
CONSERVATIVEAUSTRALIA PTY LTD
ALLOCATION FUNDLEVEL 20 N 1 MARTIN PLACE
CL ISYDNEY NSW 2000 AUSTRALIA
 
DELAWAREMLPF&S FOR THE SOLE89,696.89112.08%
FOUNDATIONBENEFIT OF ITS CUSTOMERS
CONSERVATIVEATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CL RJACKSONVILLE FL 32246-6484
 
DELAWARENFS LLC332,064.00844.73%
FOUNDATIONFEBO STATE STREET BANK TRUST CO
CONSERVATIVETTEE VARIOUS RETIREMENT PLANS
ALLOCATION FUND440 MAMARONECK AVE
CL RHARRISON NY 10528-2418
 
DELAWARELINCOLN RETIREMENT SERVICES148,439.16019.99%
FOUNDATIONCOMPANY
CONSERVATIVEFBO GOODWILL INDUSTRIES
ALLOCATION FUNDOF NORTH GA
CL RPO BOX 7876
FORT WAYNE IN 46801-7876
 
DELAWAREMLPF&S FOR THE SOLE764,525.50418.17%
FOUNDATIONBENEFIT OF ITS CUSTOMERS
GROWTHATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CLASS AJACKSONVILLE FL 32246-6484
 
DELAWAREMLPF&S FOR THE SOLE100,843.4029.84%
FOUNDATIONBENEFIT OF ITS CUSTOMERS
GROWTHATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CLASS CJACKSONVILLE FL 32246-6484
 
DELAWAREPERSHING LLC93,962.3279.17%
FOUNDATION1 PERSHING PLAZA
GROWTHJERSEY CITY NJ 07399-0002
ALLOCATION FUND
CLASS C

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Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREMORGAN STANLEY SMITH BARNEY64,921.3206.33%
FOUNDATION®HARBORSIDE FINANCIAL CENTER 
GROWTHPLAZA 2 3RD FL
ALLOCATION FUNDJERSEY CITY NJ 07311 
CLASS C
 
DELAWARELPL FINANCIAL57,494.4635.61%
FOUNDATION--OMNIBUS CUSTOMER ACCOUNT--
GROWTHATTN: LINDSAY O’TOOLE
ALLOCATION FUND9785 TOWNE CENTRE DR
CLASS CSAN DIEGO CA 92121
 
DELAWARELINCOLN RETIREMENT SERVICES CO558,395.45830.71%
FOUNDATIONFBO MACQUARIE HOLDINGS USA
GROWTHINC 401K
ALLOCATION FUNDP.O. BOX 7876
CLASS IFORT WAYNE IN 46801-7876
 
DELAWAREASCENSUS TRUST COMPANY102,581.3495.64%
FOUNDATIONFBO CONCORD SERVICING
GROWTHCORPORATION 401(K)
ALLOCATION FUNDP.O. BOX 10758
CLASS IFARGO, ND 58106
 
DELAWAREBOND STREET CUSTODIANS LTD496,429.10027.30%
FOUNDATIONACF MACQUARIE GROUP SERVICES
GROWTHAUSTRALIA PTY LTD
ALLOCATION FUNDLEVEL 20 N 1 MARTIN PLACE
CLASS ISYDNEY NSW 2000 AUSTRALIA
 
DELAWARELINCOLN RETIREMENT SERVICES CO291,349.98916.02%
FOUNDATIONFBO MACQUARIE HOLDINGS USA
GROWTHINC 401A
ALLOCATION FUNDP.O. BOX 7876
CLASS IFORT WAYNE IN 46801-7876
 
DELAWAREMLPF&S FOR THE SOLE97,204.5276.91%
FOUNDATIONBENEFIT OF ITS CUSTOMERS
GROWTHATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CLASS RJACKSONVILLE FL 32246-6484
 
DELAWARENFS LLC1,074,615.58376.38%
FOUNDATIONFEBO STATE STREET BANK TRUST CO
GROWTHTTEE VARIOUS RETIREMENT PLANS
ALLOCATION FUND440 MAMARONECK AVE
CLASS RHARRISON NY 10528-2418
 
DELAWAREMLPF&S FOR THE SOLE325,416.00613.69%
FOUNDATIONBENEFIT OF ITS CUSTOMERS
MODERATEATTENTION: FUND ADMIN SEC
ALLOCATION FUND4800 DEER LAKE DRIVE EAST, 2ND FL
CLASS CJACKSONVILLE FL 32246-6484

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREFIRST CLEARING LLC295,225.75212.42%
FOUNDATION®SPECIAL CUSTODY ACCT FOR THE 
MODERATEEXCLUSIVE BENEFIT OF CUSTOMER
ALLOCATION FUND2801 MARKET ST
CLASS CSAINT LOUIS MO 63103-2523
 
DELAWAREUBS WM USA237,298.6029.99%
FOUNDATIONOMNI ACCOUNT M/F
MODERATEATTN DEPARTMENT MANAGER
ALLOCATION FUND499 WASHINGTON BLVD FL 9
CLASS CJERSEY CITY NJ 07310-2055
 
DELAWAREPERSHING LLC175,382.2617.38%
FOUNDATION1 PERSHING PLAZA
MODERATEJERSEY CITY NJ 07399-0002
ALLOCATION FUND
CLASS C
 
DELAWAREMORGAN STANLEY SMITH BARNEY152,392.1856.41%
FOUNDATIONHARBORSIDE FINANCIAL CENTER
MODERATEPLAZA 2 3RD FL
ALLOCATION FUNDJERSEY CITY NJ 07311
CLASS C
 
DELAWARENATIONAL FINANCIAL144,838.5416.10%
FOUNDATIONSERVICES LLC
MODERATE(FBO) OUR CUSTOMERS
ALLOCATION FUNDATTN MUTUAL FUNDS
CLASS CDEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310
 
DELAWARELPL FINANCIAL122,442.1465.15%
FOUNDATION--OMNIBUS CUSTOMER ACCOUNT--
MODERATEATTN: LINDSAY O’TOOLE
ALLOCATION FUND9785 TOWNE CENTRE DR
CLASS CSAN DIEGO CA 92121
 
DELAWARELINCOLN RETIREMENT SERVICES CO725,566.66414.18%
FOUNDATIONFBO MACQUARIE HOLDINGS USA
MODERATEINC 401K
ALLOCATION FUNDP.O. BOX 7876
CLASS IFORT WAYNE IN 46801-7876
 
DELAWARENATIONAL FINANCIAL299,814.7345.86%
FOUNDATIONSERVICES LLC
MODERATE(FBO) OUR CUSTOMERS
ALLOCATION FUNDATTN MUTUAL FUNDS
CLASS IDEPARTMENT
499 WASHINGTON BLVD 4TH FLOOR
JERSEY CITY NJ 07310

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Table of Contents

Fund Name and Class      Shareholders Name and Address      Total Shares      Percentage
DELAWAREBOND STREET CUSTODIANS LTD2,386,980.77746.65%
FOUNDATION®ACF MACQUARIE GROUP SERVICES 
MODERATEAUSTRALIA PTY LTD 
ALLOCATION FUNDLEVEL 20 N 1 MARTIN PLACE
CLASS ISYDNEY NSW 2000 AUSTRALIA
 
DELAWAREBOND STREET CUSTODIANS LTD433,794.7248.48%
FOUNDATIONACF MACQUARIE GROUP SERVICES
MODERATEAUSTRALIA PTY LTD
ALLOCATION FUNDLEVEL 20 N 1 MARTIN PLACE
CLASS ISYDNEY NSW 2000 AUSTRALIA
 
DELAWARELINCOLN RETIREMENT SERVICES CO439,123.6998.58%
FOUNDATIONFBO MACQUARIE HOLDINGS USA
MODERATEINC 401A
ALLOCATION FUNDP.O. BOX 7876
CLASS IFORT WAYNE IN 46801-7876
 
DELAWARENFS LLC1,754,387.09689.05%
FOUNDATIONFEBO STATE STREET BANK TRUST CO
MODERATETTEE VARIOUS RETIREMENT PLANS
ALLOCATION FUND440 MAMARONECK AVE
CLASS RHARRISON NY 10528-2418
 
DELAWARE GLOBALCHARLES SCHWAB & CO INC211,151.36921.34%
REAL ESTATESPEC CUSTODY ACCT FOR THE EXCL
OPPORTUNITIESBNFT OF CUSTS ATTN MUT FDS
FUND A211 MAIN ST
SAN FRANCISCO CA 94105-1905
 
DELAWARE GLOBALMORGAN STANLEY SMITH BARNEY74,650.0947.54%
REAL ESTATEHARBORSIDE FINANCIAL CENTER
OPPORTUNITIESPLAZA 2 3RD FL
FUND AJERSEY CITY NJ 07311
 
DELAWARE GLOBALLPL FINANCIAL53,961.9625.45%
REAL ESTATE--OMNIBUS CUSTOMER ACCOUNT--
OPPORTUNITIESATTN: LINDSAY O’TOOLE
FUND A9785 TOWNE CENTRE DR
SAN DIEGO CA 92121