SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
(Amendment No._________________) Filed by the Registrant [X]__)
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials[ ]Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP ADVISER FUNDS
- -------------------------------------------------------------------------------- (Name of
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP TAX FREE FUND
DELAWARE GROUP TAX-FREE MONEY FUND
DELAWARE POOLED TRUST1
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS
(Namof Registrant as Specified In Its Charter)- -------------------------------------------------------------------------------- (Name
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 2. Aggregate number of securities to which transaction applies: 1Solely on behalf of
Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. TitleDelaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series ofeach class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP CASH RESERVE - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP EQUITY FUNDS I - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP EQUITY FUNDS II - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP EQUITY FUNDS III - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP EQUITY FUNDS IV - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP EQUITY FUNDS V - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP FOUNDATION FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP GOVERNMENT FUND - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP INCOME FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP STATE TAX-FREE INCOME TRUST - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP TAX FREE FUND - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE GROUP TAX FREE MONEY FUND - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 DELAWARE POOLED TRUST - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 VOYAGEUR INSURED FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 VOYAGEUR INTERMEDIATE TAX-FREE FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 VOYAGEUR INVESTMENT TRUST - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 VOYAGEUR MUTUAL FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 VOYAGEUR MUTUAL FUNDS II - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 VOYAGEUR MUTUAL FUNDS III - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-12 VOYAGEUR TAX-FREE FUNDS - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R)Pooled Trust
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): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary proxy 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.:
____________________________________________________________3) Filing Party:
____________________________________________________________4) Date Filed:
____________________________________________________________PROXY MATERIALS
DELAWARE INVESTMENTS®FAMILY OF FUNDS
Delaware Group®Adviser Funds Delaware Group AdviserLimited-Term Government FundsDelaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Cash Reserve Delaware Group Tax Fee FundDelaware Group Equity Funds I Delaware Group Tax Fee MoneyTax-Free FundDelaware Group Equity Funds II Delaware Pooled TrustGroup Tax-Free Money FundDelaware Group Equity Funds III Voyageur Insured FundsDelaware Pooled®Trust1 Delaware Group Equity Funds IV Voyageur Insured Funds Delaware Group Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Equity Funds V Voyageur Investment TrustDelaware Group Foundation®Funds Voyageur Mutual Funds Delaware Group Global & International Funds Voyageur Mutual Funds II Delaware Group Government Fund Voyageur Mutual Funds III Delaware Group Income Funds Voyageur Tax Free Funds Delaware Group Limited-Term FundsDear Shareholder:
I am writing to let you know that a joint special meeting (the “Meeting”) of shareholders of the Delaware Investments
mutualfunds mentioned above (the"Trusts"“Trusts”) will be held at the offices Stradley Ronon Stevens & Young, 2005 Market Street, 21stFloor, Philadelphia, Pennsylvania 19103, onMarch 15, 2005.November 12, 2009, at 3:00 p.m., Eastern time. The purpose of the special meetingisto vote on several important proposals that affect the Trusts and each of their separate series (each, a"Fund"“Fund” and collectively, the"Funds"“Funds”) and your investment in one or more of them. Meeting will be held concurrently with the meetings of shareholders of other funds within the Delaware Investments®Family of Funds. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your Funds. This package contains information abouttheproposals and the materials to use when voting by mail,bytelephone 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. All of theYour vote is extremely important, no matter how large or small your holdings may be.The proposals have been carefully reviewed by the
respectiveBoards ofTrustees. TheTrusteesmostof the Trusts. 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.TheyThe Trustees recommend that you vote FOR each proposal.
The enclosed Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed Proxy
Statement/Prospectus. VOTING IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.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
1 Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the
web sitewebsite 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
Georgeson Shareholder Communications,Computershare Fund Services, Inc. (“Computershare”), theFunds'Fund’s proxy solicitor, at877-288-8312 (toll free). They877 520-8548. Computershare willbe glad tohelp you get your vote in quickly. You may also receive a telephone call fromGeorgeson Shareholder Communications, Inc.Computershare reminding you to vote your shares. Thank you for your participation in this important initiative.Sincerely,
/s/ Jude T. Driscoll Jude T. Driscoll/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive OfficerPX-CPLX[THIS PAGE INTENTIONALLY LEFT BLANK]Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R)NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 15, 2005
To be held on November 12, 2009To the Shareholders of:
Delaware Group®Adviser Funds Delaware Group AdviserLimited-Term Government FundsDelaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Cash Reserve Delaware Group Tax Fee FundDelaware Group Equity Funds I Delaware Group Tax Fee MoneyTax-Free FundDelaware Group Equity Funds II Delaware Pooled TrustGroup Tax-Free Money FundDelaware Group Equity Funds III Voyageur Insured FundsDelaware Pooled®Trust1 Delaware Group Equity Funds IV Voyageur Insured Funds Delaware Group Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Equity Funds V Voyageur Investment TrustDelaware Group Foundation®Funds Voyageur Mutual Funds Delaware Group Global & International Funds Voyageur Mutual Funds II Delaware Group Government Fund Voyageur Mutual Funds III Delaware Group Income Funds Voyageur Tax Free Funds Delaware Group Limited-Term FundsNOTICE IS HEREBY GIVEN that a
Joint Meetingjoint special meeting (the"Meeting"“Meeting”) ofShareholdersshareholders ofcertainthe open-end registered investment companieswithin the Delaware Investments Family of Fundslisted above (each, a"Trust"“Trust” and collectively, the “Trusts”), along with certain other funds within the DelawareVIP Trust,Investments®Family of Funds, each of which is issuingseparateproxy solicitation materials, will be held at the offices ofDelaware Investments located at 2001Stradley Ronon Stevens & Young, 2005 Market Street,2nd21stFloor,Auditorium,Philadelphia,PAPennsylvania 19103 onMarch 15, 2005November 12, 2009, at4:3:00 p.m., Eastern time. The Meeting is being calledforto vote on the followingreasons: 1. To elect a Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees are: Thomas L. Bennett Ann R. Leven Jude T. Driscoll Thomas F. Madison John A. Fry Janet L. Yeomans Anthony D. Knerr J. Richard Zecher Lucinda S. Landreth 2. To approve the use of a "manager of managers" structure whereby the investment manager will be able to hire and replace subadvisers without shareholder approval. 3. For shareholders of the Delaware Tax-Free Florida Insured Fund, the Delaware Tax-Free Missouri Insured Fund and the Delaware Tax-Free Oregon Insured Fund, to approve the redomestication of Voyageur Investment Trust from a Massachusetts business trust to a Delaware statutory trust. 4. To vote upon any other business as may properly come before the Meeting or any adjournment thereof.proposals:
1. To elect a Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees, all of whom are presently members of the Boards, are:
Thomas L. Bennett Ann R. Leven Patrick P. Coyne Thomas F. Madison John A. Fry Janet L. Yeomans Anthony D. Knerr J. Richard Zecher Lucinda S. Landreth
2. To approve a new investment advisory agreement for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”). Shareholders of record of the Trusts as of the close of business on
December 10, 2004September 18, 2009 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY RETURNING THE PROXY CARD BY MAIL IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED, OR BY VOTING BY TELEPHONE OR OVER THE INTERNET. YOUR VOTE IS IMPORTANT.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
Orderorder of theBoardBoards of Trustees,/s/ Richelle S. Maestro -------------------------------- Richelle S. Maestro Secretary December 30, 2004 TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND TO SAVE THE EXPENSE OF FURTHER MAILINGS, PLEASE MARK YOUR PROXY CARD, SIGN IT, AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU PREFER, YOU MAY INSTEAD VOTE BY TELEPHONE OR THE INTERNET. YOU MAY REVOKE YOUR PROXY AT ANY TIME AT OR BEFORE THE MEETING OR VOTE IN PERSON IF YOU ATTEND THE MEETING, AS PROVIDED IN THE ATTACHED PROXY STATEMENT. MANY
/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President and Chief Executive Officer
1 Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. [September 21], 2009
To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card, sign it, and return it in the enclosed envelope, which requires no postage if mailed from the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement.
SOME SHAREHOLDERS HOLD SHARES IN MORE THAN ONE
TRUSTFUND ANDWILLMAY RECEIVE PROXY CARDS AND/OR PROXYMATERIALMATERIALS FOR EACHTRUSTFUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.PROXY STATEMENT TABLE OF CONTENTS
PAGE ----WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON? ........................... 2PROXY STATEMENT TABLE OF CONTENTS Page PROPOSAL ONE:1: TO ELECT A BOARD OF TRUSTEES.............................. 24 Introduction to Proposal 1 4 Who are the nomineesTrustee Nominees?4 How are Nominees for Trustee? ...................................... 2Trustee Selected?5 How Often Do the Boards Meet and What voteAre the Trustees Paid?6 Who are the Principal Officers of the Trust? 6 What are the Standing Committees of the Board? 6 Who are the Trusts’ Independent Auditors? 7 What is requiredthe Required Vote toelect the nominees? ........................... 7Elect Trustees?8 PROPOSAL 2: TO APPROVE A MANAGER OF MANAGERS STRUCTURE .................. 8 Why am I being asked to vote on this Proposal? ......................... 8 How does this Proposal affect my right to vote on Subadvisory Agreements?............................................................NEW INVESTMENT ADVISORYAGREEMENT 9 What are the conditionsDescription of the Order andTransaction9 The New Investment Advisory Agreements 12 Additional Information about DMC 14 Board Considerations in Approving the Rule? ..................... 9 What areNew Investment Advisory Agreements15 Required Vote 22 Section 15(f) of the benefits to1940 Act22 More Information about the Funds? .................................... 11 What did the Boards consider in reviewing this Proposal? ............... 11 WhatFunds23 VOTING INFORMATION 24 How will shareholder voting be handled? 25 How do I ensure my vote is requiredaccurately recorded?25 May I revoke my proxy? 25 What other matters will be voted upon at the Meeting? 25 Who is entitled to approve Proposal 2? ........................... 12 PROPOSAL 3 - APPROVAL OF AN AGREEMENT AND PLAN OF REDOMESTICATION THAT PROVIDES FOR THE REORGANIZATION OF VOYAGEUR INVESTMENT TRUST FROM A MASSACHUSETTS BUSINESS TRUST TO A DELAWARE STATUTORY TRUST............. 12 Why am I being asked vote on the Redomestication? ...................... 12 What will the Redomestication mean for the series of Voyageur Investment Trust and for you?.......................................... 12 Why are the Trustees recommending approval of the Agreement and the Redomestication?....................................................... 12 What are the advantages of a Delaware statutory trust? ................. 13 How do the Massachusetts business trust law and Voyageur Investment Trust's governing documents compare to the Delaware statutory trust Law and the DE Trust's governing documents?............................................................. 13 What are the procedures and consequences of the Redomestication? ....... 14 What effect will the Redomestication have on the current investment advisory agreement?.................................................... 14 What effect will the Redomestication have on the shareholder servicing agreements and distribution plans?..................................... 15vote?25 What is the effect of shareholder approvalQuorum Requirement?25 Who will pay the expenses of the Agreement? ........... 15Meeting?25 What isother solicitations will be made?25 Why did my household receive only one copy of this Proxy Statement? 26 How do I submit a shareholder proposal for inclusion in a Trust's proxy statement and form of proxy for Trust's next annual meeting? 26 How may I communicate with the capitalization and structure of the DE Trust? .............. 15 Are there any tax consequences for shareholders? ....................... 15 What if I choose to sell my shares at any time? ........................ 16 What is the effect of my voting "For" the Agreement? ................... 16 What vote is required to approve the Agreement? ........................ 16 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ........................... 16 VOTING INFORMATION ...................................................... 17Boards?27 PRINCIPAL HOLDERS OF SHARES ............................................. 19 MORE INFORMATION ABOUT27 APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT A-1 APPENDIX B - TRUSTEES OF THE TRUSTS ....................................... 19 COMMUNICATIONS TO THE BOARDS ............................................ 19 EXHIBITS: EXHIBIT A -- AGGREGATE TRUSTEE COMPENSATION FROM EACH TRUST ............. A-1 EXHIBIT B -- EXECUTIVEB-1 APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS ........................... B-1 EXHIBIT C --C-1 APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER D-1 APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES E-1 APPENDIX F — TRUSTEE COMPENSATION F-1 APPENDIX G – AUDITOR INFORMATION G-1 1
APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURES H-1 APPENDIX I—FORM OF AGREEMENTNEW INVESTMENT ADVISORY AGREEMENTSI-1 APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEES J-1 APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND PLANAFFILIATES K-1 APPENDIX L – TRUSTEES AND OFFICERS OF REDOMESTICATION BETWEEN VOYAGEUR INVESTMENT TRUST AND DELAWARE INVESTMENTS MUNICIPAL TRUST ............................................ C-1 EXHIBIT D -- A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW .......... D-1 EXHIBIT E -- AUDIT FEE INFORMATION ...................................... E-1 EXHIBIT F -- OUTSTANDING SHARES AS OF DECEMBER 10, 2004 ................. F-1 EXHIBIT G -- PRINCIPAL HOLDERSDMCL-1 APPENDIX M – NUMBER OF SHARES ASOFDECEMBER 1, 2004 ......... G-1EACH FUND OUTSTANDING ASOF JULY 31, 2009 M-1 APPENDIX N — 1% SHARE OWNERSHIP N-1 APPENDIX O — 5% SHARE OWNERSHIP O-1 Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R)2
DELAWARE INVESTMENTS®FAMILY OF FUNDS
JOINT PROXY STATEMENT
Dated
December 30, 2004September[21], 2009
DELAWARE GROUP ADVISER FUNDS DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP CASH RESERVE DELAWARE GROUP TAX FEE FUND DELAWARE GROUP EQUITY FUNDSDelaware Group®Adviser Funds Delaware Group Limited-Term Government Funds Delaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds I DELAWARE GROUP TAX FEE MONEY FUND DELAWARE GROUP EQUITY FUNDSDelaware Group Tax-Free Fund Delaware Group Equity Funds II DELAWARE POOLED TRUST DELAWARE GROUP EQUITY FUNDSDelaware Group Tax-Free Money Fund Delaware Group Equity Funds III VOYAGEUR INSURED FUNDS DELAWARE GROUP EQUITY FUNDSDelaware Pooled®Trust1 Delaware Group Equity Funds IV VOYAGEUR INTERMEDIATE TAX FREE FUNDS DELAWARE GROUP EQUITY FUNDSVoyageur Insured Funds Delaware Group Equity Funds V VOYAGEUR INVESTMENT TRUST DELAWARE GROUP FOUNDATION FUNDS VOYAGEUR MUTUAL FUNDS DELAWARE GROUP GLOBALVoyageur Intermediate Tax Free Funds Delaware Group Foundation®Funds Voyageur Mutual Funds Delaware Group Global & INTERNATIONAL FUNDS VOYAGEUR MUTUAL FUNDSInternational FundsVoyageur Mutual Funds II DELAWARE GROUP GOVERNMENT FUND VOYAGEUR MUTUAL FUNDSDelaware Group Government Fund Voyageur Mutual Funds III DELAWARE GROUP INCOME FUNDS VOYAGEUR TAX FREE FUNDS DELAWARE GROUP LIMITED-TERM FUNDSDelaware Group Income Funds Voyageur Tax Free Funds Important notice regarding the availability of proxy materials for the shareholder meeting
to be held on November 12, 2009: this proxy statement is available
at www. delawareinvestments.com.This
Proxy Statementjoint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a Joint Special Meeting of Shareholders (the"Meeting"“Meeting”) ofcertainthe registered open-end management investment companieswithinlisted above (each, a “Trust” and collectively, the “Trusts”), along with other funds in the Delaware Investments Family of Funds,listed above (each, a "Trust" and collectively, the "Trusts"), along with Delaware VIP Trust,each of which is issuingseparateproxy solicitation materials. Each of the separate funds within a Trust is referred to as a"Fund"“Fund” and all of thefundsFunds are collectively referred to as the"Funds."“Funds.” The Meetinghas beenwas called by the Boards of Trustees of the Trusts (each, a"Board“Board” and collectively, the"Boards"“Boards”)of the Truststo vote on the following proposals,(eacheach of which is described more fullybelow): (1) To elect a Board; (2) To approve the use of a "manager of managers" structure; and (3) For Delaware Tax-Free Florida Insured Fund, Delaware Tax-Free Missouri Insured Fund and Delaware Tax-Free Oregon Insured Fund only, to approve an Agreement and Plan of Redomestication.below:
Proposal Who votes on the proposal? 1. To elect a Board of Trustees. Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively. 2. To approve a new investment Shareholders of each Fund, voting separately advisory agreement for each Fund. from shareholders of each other Fund. The principal offices of the Trusts are located at 2005 Market Street, Philadelphia,
PAPennsylvania 19103. You can reach the offices of the Trusts by telephone by calling1-800-523-1918.(800) 523-1918. Each Trust is a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). A list of the Funds of each Trust is set forth in Appendix A.
1 Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. 3
The Meeting will be held at the offices of
Delaware Investments located at 2001Stradley Ronon Stevens & Young, 2005 Market Street,2nd21stFloor,Auditorium,Philadelphia,PAPennsylvania 19103 onMarch 15, 2005November 12, 2009, at4:3:00 p.m., Eastern time. The Boards, on behalf ofthe Trustseach Fund, are soliciting these proxies. This Proxy Statement will first be sent to shareholders on or aboutJanuary 19, 2005.WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON? NotSeptember [21], 2009.This Proxy Statement gives you information about the Trustees, the new advisory agreement, and other matters that you should know before voting. The Board of each Trust has determined that the joint use of this Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of all of the
three proposals described in thisFunds.Each Fund’s annual report to shareholders is sent to shareholders of record following the Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its most recent annual report and most recent succeeding semiannual report, if any, to a shareholder upon request. Such requests should be directed to a Fund by calling 800 523-1918 or by writing to the Fund at Attention: Account Services, P.O. Box 219691, Kansas City, MO 64121-9691 by regular mail or 430 W. 7th Street, Kansas City, MO 64105 by overnight courier service.
Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement,
affect all Funds. Specifically, not allunless 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, shareholderswill be voting on Proposal 3. The table below indicates which Fund's shareholders will be voting onshould contact their Fund at theproposals described in this Proxy Statement.address and phone number set forth above.
PROPOSAL SUMMARY FUND WHOSE SHAREHOLDERS ARE ENTITLED TO VOTE - ------------------------ ----------------------------------------------------1. To elect Trustees Each Trust (voting separately by Trust) 2. To approve the use of a manager of managers Each Fund (voting separately by Fund) structure whereby Delaware Management Company, as the investment manager, will be able to hire and replace subadvisers without shareholder approval. 3. To approve the redomestication of Voyageur Delaware Tax-Free Florida Insured Fund, Delaware Investment Trust from a Massachusetts business trust Tax-Free Missouri Insured Fund and Delaware Tax-Free to a newly formed Delaware statutory trust. Oregon Insured Fund (voting together with all of the other series of Voyageur Investment Trust)PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
YouIntroduction to Proposal 1
In Proposal 1, shareholders of each Trust are being asked to elect nine Trustees (together, the “Trustee Nominees”) to the Boards. All of the Trustee Nominees are currently members of the Boards.
Each Trust is governed by a Board, which has oversight responsibility for the management of
Trustees. WHO ARE THE NOMINEES FOR TRUSTEE?the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the Trust. Each Trust has a Board comprised of the same Trustees, and each Trust is served by the same Officers.Who are the Trustee Nominees?
The
nomineesTrustees of the Boards (each, a “Trustee” and collectively, the “Trustees”) are responsible for supervising the management of the Trusts and serving the needs and best interests of Fund shareholders. As noted above, all of the Trusteeare:Nominees standing for election are currently members of the Boards. The nine Trustee Nominees are Thomas L. Bennett,Jude T. Driscoll,Patrick P. Coyne, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans, and J. Richard Zecher.4
Each Board is comprised of the
nominees (except for Messrs. Bennett, Driscoll, Fry and Zecher and Ms. Landreth) presently is a Trusteesame nine Board members, eight ofeach Trust. Messrs. Driscoll and Fry each presently serve as a Trustee for each Trust except for Voyageur Insured Funds, Voyageur Intermediate Tax-Free Funds, Voyageur Investment Trust, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III, and Voyageur Tax-Free Funds (collectively, the "Voyageur Funds"). Mr. Fry, who is standing for election by shareholders for the first time, Messrs. Bennett and Zecher, and Ms. Landreth were each identified by independent executive search firms retained by the Trusts' Nominating and Corporate Governance Committee (the "Nominating Committee"). The executive search firms identified individuals for consideration by the Nominating Committee based on the criteria described below. At the directionwhom are not “interested persons” of theNominating Committee, the executive search firms further evaluated and developed detailed background information for the individuals whom the Nominating Committee identified as potential candidates for nominees. After reviewing this information, the Nominating Committee recommended for selection the "Independent" Trustee nominees to the incumbent Independent Trustees and the "Interested" Trustee nominee to the full Board. The Nominating Committee's process for evaluating nominees is described under "Board, Shareholder and Committee Meetings" below. Among the nominees standing for election, only Mr. Driscoll would be deemed to be an "Interested Trustee." The remaining nominees would be deemed to be "Independent Trustees;" i.e., Trustees who are not "interested persons" of the Trust,Trusts, as that term is definedunder the Investment Company Act of 1940, as amended (the "1940 Act"). If elected, these persons will serve as Trustees until their successors are duly elected and qualified or until their earlier resignation, death or retirement. Each nominee is currently available and has consented to be named in this Proxy Statement and to serve if elected. It is not expected that any nominee will withdraw or become unavailable for election, but in such a case, the power given by youin theProxy Card may be used by1940 Act (together, thepersons named as proxies to vote for a substitute nominee or nominees as recommended by the current Board. The following table provides certain background information for each nominee, including the number of Funds and of all other registered investment companies in the Delaware Investments Family of Funds (the "Fund Complex"“Independent Trustees”)that the nominee oversees or will oversee. 2
NUMBER OF PORTFOLIOS IN FUND LENGTH OF TIME PRINCIPAL COMPLEX OVERSEEN OTHER POSITION(S) HELD WITH SERVED AS A TRUSTEE OCCUPATION(S) OR TO BE OVERSEEN DIRECTORSHIPS NAME, ADDRESS AND AGE THE TRUSTS OF THE TRUSTS DURING PAST 5 YEARS BY TRUSTEE HELD BY NOMINEE - --------------------- --------------------- ------------------- ------------------- --------------------- ---------------NOMINEE FOR INTERESTED TRUSTEE Jude T. Driscoll (1) Chairman, 4 years -- CEO, Delaware 92 None 2005 Market Street President and Executive Investments (since Philadelphia, PA 19103 Chief Executive Officer 2003). Since 41 Officer and August 2000, Mr. Trustee 1 year -- Driscoll has served Trustee in various executive capacities at different times at Delaware Investments(2) Senior Vice President, Research and Trading - Conseco Capital Management, Inc. (June 1998 - July 2000) NOMINEES FOR INDEPENDENT TRUSTEE Thomas L. Bennett Nominee Not Applicable Manager - Tower One 84 None 2005 Market Street LLC (June 1999 - Philadelphia, PA 19103 Present) 57 (Wireless Communications) Manager - Tower Bridge Telecom LLC (June 2001 - Present) (Wireless Communications) Managing Director - Morgan Stanley & Co. Incorporated (1996 - March 2004). Since January 1984, Mr. Bennett has served in various management and executive capacities at different times at Miller, Anderson & Sherred, LLP and its successor, Morgan Stanley & Co. Incorporated John A. Fry Trustee 3 years President - Franklin 92 Director - Community 2005 Market Street & Marshall College Health Systems Philadelphia, PA 19103 (June 2002 - Present) 44 Executive Vice President - University of Pennsylvania (April 1995 - June 2002) Anthony D. Knerr Trustee 11 years Founder/Managing 92 None 2005 Market Street Director - Philadelphia, PA 19103 Anthony Knerr & 66 Associates (1990 - Present) (Strategic Counseling)3
NUMBER OF PORTFOLIOS IN FUND LENGTH OF TIME PRINCIPAL COMPLEX OVERSEEN OTHER POSITION(S) HELD WITH SERVED AS A TRUSTEE OCCUPATION(S) OR TO BE OVERSEEN DIRECTORSHIPS NAME, ADDRESS AND AGE THE TRUSTS OF THE TRUSTS DURING PAST 5 YEARS BY TRUSTEE HELD BY NOMINEE - --------------------- --------------------- ------------------- ------------------- --------------------- ---------------Lucinda S. Landreth Nominee Not Applicable Chief Investment 84 None 2005 Market Street Officer - Philadelphia, PA 19103 Assurant, Inc. (June 52 2002 to December 2004) (Insurance Company) Chief Investment Officer - Fortis, Inc. (September 1997 to May 2001) (Financial Services) Ann R. Leven Trustee 15 years Treasurer/Chief 92 Director - Systemax 2005 Market Street Fiscal Officer - Inc. Philadelphia, PA 19103 National Gallery of Art 64 (1994 - 1999) Director and Audit Committee Chairperson - Andy Warhol Foundation Thomas F. Madison Trustee 10 years President/Chief 92 Director - Banner 2005 Market Street Executive Health Philadelphia, PA 19103 Officer - MLM 68 Partners, Inc. Director and Audit (January 1993 - Committee Member - Present) (Small CenterPoint Energy Business Director and Investing and Director and Audit Counseling) Committee Member - Digitial River Inc Director and Audit Committee Member - Rimage Corporation Director - Valmont Industries, Inc. Janet L. Yeomans Trustee 5 Years Vice President/ 92 None 2005 Market Street Mergers & Philadelphia, PA 19103 Acquisitions - 3M 56 Corporation (January 2003 - Present) Ms. Yeomans has held various management positions at 3M Corporation since 1983. J. Richard Zecher, Ph.D. Nominee Not Applicable Vice Chairman - 84 Director and Audit 2005 Market Street Investor Committee Member - Philadelphia, PA 19103 Analytics, LLC OXiGENE, Inc. 64 (May 1999 to Present) Founder/Principal - Sutton Asset Management (September 1998 to Present)- --------------- (1). Only Mr.Driscoll would be consideredCoyne is deemed to be an"Interested Trustee"“Interested Trustee” of the Trusts, because he is an executive officer of theTrusts'Funds’ investmentmanager. Mr. Driscoll acquired shares of common stock of Lincoln National Corporation ("LNC"), of which the Trusts' investment manager isadviser. Appendix B includes awholly-owned subsidiary, in the ordinary course of business during 2003, but those transactions involved less than 1%list of theoutstanding shares of common stock of LNC. (2) Delaware InvestmentsTrustees with certain background and related information.If elected, each Trustee Nominee will hold office for an indefinite term until his or her successor is
the marketing name for Delaware Management Holdings, Inc.elected andits subsidiaries, including the Trusts' investment manager, principal underwriter/distributorqualified, or until his or her earlier death, resignation, or removal. Each Trustee Nominee currently is available andadministrator. 4The following table shows each nominee's ownership of shares of investment companies within the Fund Complex as of October 31, 2004.
AGGREGATE DOLLAR RANGE OF EQUITY DOLLAR RANGE OF SECURITIES IN ALL SHARES OF BENEFICIAL REGISTERED INTEREST OF THE INVESTMENT COMPANIES FUNDS BENEFICIALLY OVERSEEN BY TRUSTEE NAME OF NOMINEE FUND NAME OWNED IN THE FUND COMPLEX --------------- -------------------------------------------- --------------- -----------------INTERESTED NOMINEE Jude T. Driscoll Delaware Trend Fund Class A $10,001-$50,000 Over $100,000 Delaware US Government Fund Class A $50,001-$100,000 Delaware Emerging Markets Fund Class A $1-$10,000 Delaware Small Cap Value Fund Class A $10,001-$50,000 Delaware International Value Equity Fund Class A $50,001-$100,000 Delaware Trend Fund Institutional Class $1-$10,000 Delaware Delchester Fund Institutional Class $1-$10,000 Delaware Large Cap Value Fund Institutional Class $10,001-$50,000 Delaware REIT Fund Class A $10,001-$50,000 Delaware Value Fund Class A $50,001-$100,000 Delaware Extended Duration Bond Fund Class A $10,001-$50,000 Delaware TAP Aggressive Class A $50,001-$100,000 Delaware TAP Aggressive Class A $50,001-$100,000 INDEPENDENT NOMINEES Thomas L. Bennett None None None John A. Fry Delaware TAP Aggressive-Age, 4-6yrs. Class A $50,001-$100,000 Over $100,000 Delaware TAP Aggressive-Age, 7-9yrs. Class A $50,001-$100,000 Delaware TAP Aggressive-Age, 13-15yrs. Class A $50,001-$100,000 Anthony D. Knerr Delaware Trend Fund Class A $10,001-$50,000 $10,001 - $50,000 Delaware Small Cap Value Fund Class A $1-$10,000 Delaware Select Growth Fund Class A $10,001-$50,000 Lucinda S. Landreth None None None Ann R. Leven Delaware Large Cap Value Fund Class A $50,001-$100,000 Over $100,000 Delaware Trend Fund Class A $50,001-$100,000 Delaware Small Cap Value Fund Class A $50,001-$100,000 Delaware Dividend Income Fund Class A $10,001-$50,000 Delaware Select Growth Fund Class A $10,001-$50,000 Thomas F. Madison Delaware Large Cap Value Fund Class A $1-$10,000 $10,001 - $50,000 Delaware Balanced Fund Class A $1-$10,000 Delaware International Value Equity Fund Class A $1-$10,000 Delaware REIT Fund Class A $1-$10,000 Delaware Select Growth Fund Class A $1-$10,000 Janet L. Yeomans Delaware Trend Fund Class A $1-$10,000 $10,001 - $50,000 Delaware Emerging Market Fund Class A $10,001-$50,000 Delaware International Value Equity Fund Class A $10,001-$50,000 J. Richard Zecher None None None5BOARD, SHAREHOLDER AND COMMITTEE MEETINGS. During its last fiscal year, each Trust held five Board meetings. Eachhas consented to serve if elected. If any of thecurrently serving Trustees attended at least 75%Trustee Nominees should become unavailable before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated as Trustees. Ann R. Leven serves as Coordinating Trustee for each Trust. Although Mr. Coyne, the Chairman, President, and CEO ofthose Board meetings and at least 75% of committee meetings held withinthelast fiscal year by a committee on which the TrusteeFunds’ investment adviser, currently serves as amember. Each Trust has an Audit CommitteeTrustee, he is standing for election by Fund shareholders for thepurposefirst time. Mr. Coyne was appointed to the Boards in 2006, and was recommended for appointment to the Boards by the Nominating and Corporate Governance Committee, which consists solely ofmeeting, at least annually, withIndependent Trustees.How are Nominees for Trustee Selected?
Each Board’s Nominating and Corporate Governance Committee recommends Board members, fills vacancies, and considers the
Trust's officers and independent auditors to overseequalifications of prospective Board members. The committee also monitors thequalityperformance offinancial reporting and the internal controls of such Trust, and for such other purposes as the Board of the Trust may from time to time direct. The Audit Committee of each Trust consists of the following three Trustees appointed by such Trust's Board: Ann R. Leven, Chairperson; Thomas F. Madison; and Janet L. Yeomans, each of whom is an "Independent Trustee." Members of the Audit Committee serve for three years or until their successors have been appointed and qualified. During each Trust's last fiscal year, the Audit Committee held five meetings. The Nominating Committee is currently comprised of Anthony D. Knerr, Chairperson; John H. Durham (who is retiring and therefore not standing for re-election); and John A. Fry (exceptcounsel for theVoyageur Funds), each of whom is anIndependentTrustee.Trustees. TheNominating Committee recommends nominees for (i) Independent Trustees for consideration by the incumbent Independent Trustees of each Trust, and (ii) Interested Trustees for consideration by the full Board of each Trust. The Nominating Committee for each Trust held seven meetings during such Trust's last fiscal year. The Board of each Trust has adopted a formal charter for their Nominating Committee setting forth such Committee's responsibilities. A current copy of the Nominating Committee's charter is available on the Trusts' website at www.delawareinvestments.com. The Nominating Committeecommittee will consider shareholder recommendations fornomination to the Board of a TrustTrustee nominations only in the event that there is a vacancy onthe Board of Trustees.a Board. Shareholders who wish to submit recommendations for nominations tothe Board tofill a vacancy on a Board must submit their recommendations in writing toAnthony D. Knerr, Chairman ofthe Nominating and Corporate Governance Committee, c/othe applicable TrustDelaware Investments®Funds at 2005 Market Street, Philadelphia, Pennsylvania19103.19103-7094. Shareholders should include appropriate information on the background and qualifications of anypersonpersons recommendedto the Nominating Committee (e.g.(e.g., a resume), as well as thecandidate'scandidate’s contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations tothea Boardwill be accepted on an ongoing basis and such recommendationswill be kept on file for consideration when there is a vacancy on the Board. TheNominating Committee generally identifies candidates for Board membership through personalcommittee consists of John A. Fry, Chairman; Anthony D. Knerr; Lucinda S. Landreth; andbusiness contacts of Trustees. In addition, the Nominating Committee may use a search firm to identify candidates for a Board, if deemed necessary and appropriate to use such a firm. The Nominating Committee's process for evaluating a candidate generally includes a review of the candidate's background and experience, a check of the candidate's references and other due diligence and, when appropriate, interviews with Nominating Committee members. In evaluating a candidate, the Nominating Committee will also consider whether the candidate, if elected, would be an Independent Trustee. The Nominating Committee has not established any specific minimum requirements that candidates must meet in order to be recommended by the Nominating Committee for nomination for election to the Boards. Rather, the Nominating Committee seeks candidates (i) who, in its judgment, will serve the best interests of the Trusts' long-term shareholders and are willing and able to contribute to the Boards' oversight and decision-making functions, and (ii) whose background will complement the experience, skills and diversity of the other Trustees and add to the overall effectiveness of the Boards. BOARD COMPENSATION. Each Independent Trustee receives compensation from each of the Trusts of which he/she is a member of the Board. Interested Trustees are compensated by Delaware Management Company, the Funds' investment manager ("DMC"Ann R. Leven (ex officio), all of whom are Independent Trustees. Each Trust’s Nominating anddo not receive compensation from the Trusts. Each Independent Trustee currently receives a total annual retainer of $70,000 for serving as a Trustee of all 32 registered investment companies within the Fund Complex, plus a $5,000 per day fee for BoardCorporate Governance Committee held five meetingsattended (normally four regular meetings, three of which are two-day meetings). The Coordinating Trustee for the Trusts receives an additional annual retainer totaling $25,000. The chairperson of the Audit Committee receives an additional annual retainer of $10,000 and the chairperson of the Nominating Committee receives an annual retainer of $1,500. Each member of the Audit Committee receives an additional fee of $2,500 for each Audit Committee meeting attended, and each member of the Nominating Committee receives an additional fee of $1,700 for each Nominating Committee meeting attended. Prior to August 2004, the Trustees' fees were allocated equally per each of the investment companies in the Fund Complex, and the Trustees' retainers were allocated ratably among the investment companies in the Fund Complex based on net assets. After August 2004, the Trustees' fees and retainers were allocated ratably among the investment companies in the Fund Complex based on relative net assets. 6Under the terms of the Trusts' retirement plan for the Independent Trustees, each Independent Trustee who, at the time of his or her retirement from all Boards of Trustees in the Fund Complex, has attained the age of 70 and has served on the Boards of Trustees for at least five continuous years, is entitled to receive payments from the Fund Complex for a period of time equal to the lesser of the number of years that the person served as a Trustee or the remainder of the person's life. The annual amount of such payments will be equal to the amount of the annual retainer that is paid to the Independent Trustees of the Fund Complex at the time of the person's retirement. If an eligible Independent Trustee of a Trust had retired as of October 31, 2004, he or she would have been entitled to annual payments in the amount of $70,000 from the Fund Complex, borne pro rata by the registered investment companies therein based on their relative net assets. The following table identifies the amount each Trustee received from each Trust and from the Fund Complex as a wholeduringthe 12 months ended October 31, 2004, as well as the estimated annual benefits upon retirement.
PENSION OR RETIREMENT BENEFITS AGGREGATE ACCRUED AS ESTIMATED TOTAL COMPENSATION FROM FUND COMPENSATION FROM PART OF TRUST ANNUAL BENEFITS COMPLEX FOR THE 12 MONTHS ENDED TRUSTEE(1) THE TRUST EXPENSES UPON RETIREMENT OCTOBER 31, 2004 - ------------------------------------------------------------------------------------------------------------------------JUDE T. DRISCOLL None None None None WALTER P. BABICH(2) See Exhibit A None $70,000 $110,870 JOHN H. DURHAM(2) See Exhibit A None $70,000 $101,930 JOHN A. FRY(3) See Exhibit A None $70,000 $ 91,458 ANTHONY D. KNERR See Exhibit A None $70,000 $109,345 ANN R. LEVEN See Exhibit A None $70,000 $115,870 THOMAS F. MADISON See Exhibit A None $70,000 $109,620 JANET L. YEOMANS See Exhibit A None $70,000 $109,620- --------------- (1) Compensation information for Messrs. Bennett and Zecher and Ms. Landreth is not applicable because such nominees were not members of the Boards of the Trusts or any other investment company in the Fund Complex forthe 12-month period ended June 30, 2009. Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, which is attached as Appendix D to this Proxy Statement.The Nominating and Corporate Governance Committee met on
October 31, 2004. (2) Messrs. BabichSeptember 3, 2009, to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership andDurham have announcedtheirintention to retireindependence from the Funds’ investment adviser and other affiliates and principal service providers, as well as such other information as the Committee deemed relevant to their considerations. The Nominating and Corporate Governance Committee recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on September 3, 2009, the Independent Trustees selected and nominated the Trustee Nominees for election by the shareholders of each Trust.5
How Often Do the Boards
effective asMeet and What Are the Trustees Paid?Each Board is responsible for establishing its Trust’s policies and for overseeing the management of the
date of the Meeting and therefore are not standing for re-election. (3) In addition to this compensation, forTrust. The Boards held six meetings during the 12-month period endedon October 31, 2004, Mr. Fry received $8,827 in professional fees from the Voyageur Funds for services provided to the Voyageur Funds' Boards. OFFICERS. The Board of Trustees and the senior management of a Trust appoint officers each year, and from time to time as necessary. The following individuals are executive officersJune 30, 2009. Each Trustee Nominee attended at least 75% of theTrusts: Jude T. Driscoll, Joseph H. Hastings, Richelle S. Maestro and Michael P. Bishof. Exhibit B includes biographical information and the past business experience of such officers, except for Mr. Driscoll, whose information is set forth above along with the other nominees. Exhibit B also identifies which of these executive officers are also officers of DMC. WHAT VOTE IS REQUIRED TO ELECT THE NOMINEES? Provided that "Quorum" requirements (as defined below) have been satisfied, the Trustees for a Trust shall be elected by a plurality of the votes cast by shareholders of all Funds of the Trust voting together. This means that those nominees receiving the greatestaggregate total number ofvotes are elected. "Quorum" means: (i) for all Trusts other than Voyageur Investment Trust, one-third (33 1/3%) of the shares entitled to vote at the Meeting are present in person or represented by proxy at the Meeting; or (ii) for Voyageur Investment Trust, ten percent (10%) of the shares entitled to vote at the Meeting are present in person or represented by proxy at the Meeting. 7THE BOARDS UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" ALL NOMINEES FOR TRUSTEE PROPOSAL 2: TO APPROVE A MANAGER OF MANAGERS STRUCTURE WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL? The Manager of Managers Structure (as defined below) is intended to enable the Funds to operate with greater efficiency by allowing DMC to employ subadvisers best suited to the needs of the Funds without incurring the expense and delays associated with obtaining shareholder approval of subadvisers or subadvisory agreements. Ordinarily, federal law requires shareholders of a mutual fund to approve a new subadvisory agreement among a mutual fund, its investment manager and a subadviser before such subadvisory agreement may become effective. Specifically, Section 15 of the 1940 Act makes it unlawful for any person to act as an investment adviser (including as a subadviser) to a mutual fund, except pursuant to a written contract that has been approved by shareholders. Section 15 also requires that an investment advisory agreement (including a subadvisory agreement) provide that it will terminate automatically upon its "assignment," which, under the 1940 Act, generally includes the transfer of an advisory agreement itself or the transfer of control of the investment adviser through the transfer of a controlling block of the investment adviser's outstanding voting securities. To comply with Section 15 of the 1940 Act, a Fund must obtain shareholder approval of a subadvisory agreement in order to employ one or more subadvisers, replace an existing subadviser, materially change the terms of a subadvisory agreement, or continue the employment of an existing subadviser when that subadviser's subadvisory agreement terminates because of an "assignment." Pursuant to the current Investment Management Agreements between the Trusts and DMC (collectively, the "Investment Management Agreement"), DMC, subject to the supervisionmeetings of the Boards held during each Trust’s last fiscal year, andapproval of shareholders, serves as each Fund's investment manager. As such, DMC is responsible for, among other things, managing the assets of each Fund and making decisions with respect to purchases and sales of securities on behalfattended at least 75% of theFunds. DMC is permitted under the Investment Management Agreement, at its own expense, to select and contract with one or more subadvisers to perform some ortotal number of meetings held during that year by all committees of theservices forBoards on which he or she served. The Trusts do not have aFund forformal policy regarding Trustee attendance at shareholders’ meetings but they encourage Trustees to do so. The Trusts do not hold annual meetings at whichDMC is responsible under such Agreement(1). If DMC delegates investment advisory duties to a subadviser, DMC remains responsible for all advisory services furnished by the subadviser. Before DMC may engage a subadviser for a Fund, shareholders of the Fund must approve the agreement with such subadviser. The proposed "manager of managers" structure, however, would permit DMC, as the Funds' investment manager, to appoint and replace subadvisers, enter into subadvisory agreements, and amend and terminate subadvisory agreements on behalf of a Fund without shareholder approval (the "Manager of Managers Structure"). The employment of the Manager of Managers Structure on behalf of a Fund, however, is contingent upon either (i) the Trusts' and DMC's receipt of exemptive relief from the U.S. Securities and Exchange Commission (the "SEC"), or (ii) the adoption of a rule by the SEC authorizing the employment of a Manager of Managers Structure. In either case, a Fund must obtain shareholder approval before it may implement the Manager of Managers Structure. Because a meeting of shareholders is needed to elect a Board for each Trust and to vote on other matters, the Boards determined to seek shareholder approval of the Manager of Managers Structure at the Meeting to avoid additional meeting and proxy solicitation costs in the future. There can be no assurance that exemptive relief will be granted by the SEC or that a rule authorizing the employment of a Manager of Managers structure will be adopted by the SEC. Adoption and use by a Fund of the Manager of Mangers Structure would only enable DMC to hire and replace a subadviser (or materially amend a subadvisory agreement) without shareholder approval. The Manager of Managers Structure would not: (i) permit investment management fees paid by a Fund to be increased without shareholder approval; or (ii) change DMC's responsibilities to a Fund, including DMC's responsibility for all advisory services furnished by a subadviser. - --------------- (1) DMC currently has entered into subadvisory agreements with Delaware International Advisers Ltd. ("DIAL") with respect to the following Funds: The Emerging Markets Portfolio, The Global Fixed Income Portfolio, The International Equity Portfolio, The International Fixed Income Portfolio, and The Labor Select International Equity Portfolio, five separate series of Delaware Pooled Trust, and Delaware Emerging Markets Fund, Delaware International Small Cap Value Fund and Delaware International Value Equity Fund, three separate series of Delaware Group Global & International Funds (collectively, the "DIAL Funds"). Prior to September 2004, DIAL was a part of Delaware Investments. However, in September 2004, DIAL was acquired by a company owned by DIAL's management and others and is no longer part of Delaware Investments. 8At their August 18-19, 2004 Boards ofTrusteesmeetings, the Boards of the Trusts, including a majorityare elected.None of the Independent Trustees
generally approved the useowns, beneficially or of record, securities issued by any investment adviser or principal underwriter of any of theManager of Managers Structure, subject to shareholder approval and action by the SEC as described above. As noted above, the Manager of Managers Structure is intended to enable theFunds,to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approval of subadvisers or subadvisory agreements. While DMC and the Boards do not currently expect to use the Manager of Managers Structure after receipt of necessary SEC approval (by order or rule) by hiring one or more subadvisers to manage allor aportion of a Fund's portfolio (or replacing DIAL as a subadviser for one or more of the DIAL Funds), DMC and the Boards do intend to make use of such structure in the future in the event they believe that doing so would likely enhance Fund performance by introducing a different investment style or focus. The Boards determined to seek shareholder approval of the Manager of Managers Structure in connection with the Meeting, which was otherwise required to be held, to avoid additional meeting and proxy solicitation costs in the future. DMC and the Boards believe that the employment of the Manager of Managers Structure will: (1) enable the Boards to act more quickly and with less expense to a Fund in order to appoint an initial or a new subadviser when DMC and the Board believe that such appointment would be in the best interests of that Fund's shareholders; and (2) help the Funds to enhance performance by permitting DMC to allocate and reallocate a Fund's assets among itself and one or more subadvisers when DMC and the Board believe that it would be in the best interests of that Fund's shareholders- for example, to engage a subadviser with a different investment style if deemed appropriate by DMC and the Board. Based on the above, the Boards are hereby soliciting shareholder approval of the employment of the Manager of Managers Structure with respect to each Fund. HOW DOES THIS PROPOSAL AFFECT MY RIGHT TO VOTE ON SUBADVISORY AGREEMENTS? If Proposal 2 is approved, DMC in the future would be permitted to appoint and replace subadvisers (including DIAL) for a Fund and to enter into, and approve amendments to subadvisory agreements without first obtaining shareholder approval. The employment of the Manager of Managers Structure is contingent upon the receipt by the Trusts and DMC of exemptive relief from the SEC and/or the adoption of a rule by the SEC authorizing the employment of the Manager of Managers Structure. In all cases, however, (i) the applicable Board, including a majority of the Independent Trustees, must approve new or amended subadvisory agreements; (ii) shareholder approval would not be necessary; (iii) DMC's responsibilities to a Fund would remain unchanged; and (iv) there would be no increase in investment management fees paid by a Fund without further shareholder approval. Until receipt of exemptive relief from the SEC and/or the adoption of an SEC rule authorizing the employment of a Manager of Managers Structure, DMC will only enter into new or amended subadvisory agreements with shareholder approval, to the extent required by law. Subadvisory agreements with subadvisers that are affiliated with DMC ("Affiliated Subadvisers"), if any, generally would remain subject to the shareholder approval requirement. The Trusts and DMC may in the future seek SEC exemptive relief or rely on relief obtained by an affiliate, or rely on any further SEC rule or interpretation, which would permit DMC to enter into new or materially modify subadvisory agreements with Affiliated Subadvisers without shareholder approval. Therefore, under Proposal 2, we are seeking shareholder approval to apply the Manager of Managers Structure to Affiliated Subadvisers, subject to necessary regulatory relief. If Proposal 2 is not approved by a Fund's shareholders, then DMC would only enter into new or materially amended subadvisory agreements with shareholder approval, causing delay and expense in making a change deemed beneficial to that Fund and its shareholders by that Fund's Board. WHAT ARE THE CONDITIONS OF THE ORDER AND THE RULE? If still necessary under current SEC rules, the Trusts and DMC anticipate seeking the necessary approval from the SEC within 12 to 24 months after receiving shareholder approval of Proposal 2. Such approval would be in the form of an exemptive order permitting DMC to employ a Manager of Managers Structure with respect to the mutual funds for which DMC serves as investment manager, including the Funds (the "Order"). On October 23, 2003, the SEC proposed Rule 15a-5 under the 1940 Act that, if adopted as proposed, would permit the Trusts and DMC to employ a Manager of Managers Structure with respect to the Funds without obtaining the Order (the "Rule"), provided that shareholders of a Fund approve the Manager of Managers Structure prior to implementation. To date, the proposed Rule has not been adopted. In connection with seeking shareholder approval of Proposal 1, you are also being asked to approve Proposal 2 and permit the implementation of the Manager of Managers Structure for your Fund contingent upon the receipt by the Trusts and DMC of the Order or the adoption of the proposed Rule, whichever is earlier. There is no assurance that exemptive relief will be granted or that the proposed Rule will be adopted. 9The Order would grant a Fund relief from Section 15(a) of the 1940 Act and certain rules under the 1940 Act so that the Trusts and DMC may employ the Manager of Managers Structure with respect to a Fund, subject to certain conditions, including the approval of this Proposal 2 by the Fund's shareholders. Neither a Fund nor DMC would rely on the Order unless all such conditions have been met. Upon finalization of the proposed Rule, it is expected that the Order will expire and that a Fund using the Manager of Managers Structure will comply with the then final Rule's requirements. The ultimate conditions that would be included in the final Rule are expected to be similar to those included in the Order, but the conditions could differ to some extent from the conditions imposed under the final Rule. The conditions for relief that will be in the application for the Order are expected to be substantially similar to those customarily included in similar applications filed by other investment company complexes and approved by the SEC. Such conditions are as follows: (1) DMC will provide, pursuant to the Investment Management Agreement, general management services to a Fund, including overall supervisory responsibility of the general management and investment of the Fund's assets and, subject to review and approval of the appropriate Board, will (i) set the Fund's overall investment strategies, (ii) evaluate, select and recommend subadvisers to manage all or a portion of the Fund's assets, (iii) allocate and, when appropriate, reallocate the Fund's assets among one or more subadvisers, (iv) monitor and evaluate subadviser performance, and (v) implement procedures reasonably designed to ensure that subadvisers comply with the Fund's investment objective, policies and restrictions; (2) Before a Fund may rely on the Order, the operation of the Fund pursuant to a Manager of Managers Structure will be approved by a majority of the Fund's outstanding voting shares as defined in the 1940 Act; (3) The prospectus for the Fund will disclose the existence, substance and effect of the Order. In addition, the Fund will hold itself out to the public as employing the Manager of Managers Structure. The prospectus will prominently disclose that DMC has ultimate responsibility, subject to oversight by the Board, to oversee the subadvisers and recommend their hiring, termination, and replacement; (4) Within 90 days of the hiring of any new subadviser, the Fund will furnish its shareholders with an information statement containing all information about the new subadviser, including, as applicable, aggregate fees paid to DMC and Affiliated Subadvisers and aggregate fees paid to non-affiliated subadvisers. The information statement provided by the Fund will include all information required by Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934, as amended (except as modified by the Order to permit the aggregate fee disclosure previously described); (5) No trustee or officer of the applicable Trust nor director or officer of DMC will ownperson directly or indirectly(other than through a pooled investment vehicle that is not controlled by such person) any interest in a subadviser except for (i) ownership of interests in DMC or any entity that controls, is controlled by, or is under common control, with DMC; or (ii) ownership of less than 1% of the outstanding securities of any class of equity or debt of a publicly traded company that is either a subadviser or an entity that controls, is controlled by or is under common control with a subadviser; (6) At all times, a majority of the Board will be Independent Trustees, and the nomination of new or additional Independent Trustees will be placed within the discretion of the then-existing Independent Trustees; (7) Whenever a subadviser change is proposed for the Fund with an Affiliated Subadviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the applicable Board minutes, that such change is in the best interests of the Fund and its shareholders and does not involve a conflict of interest from which DMC or the Affiliated Subadviser derives an inappropriate advantage; (8) As applicable, the Fund will disclose in its registration statement the aggregate fee disclosure referenced in condition four above; (9) Independent counsel knowledgeable about the 1940 Act and the duties of Independent Trustees will be engaged to represent the applicable Trust's Independent Trustees. The selection of such counsel will be placed within the discretion of the Independent Trustees; (10) DMC will provide the Board, no less frequently than quarterly, with information about DMC's profitability on a per-Fund basis. This information will reflect the impact on profitability of the hiring or termination of any subadviser during the applicable quarter; (11) Whenever a subadviser is hired or terminated, DMC will provide the Board with information showing the expected impact on DMC's profitability; 10(12) DMC and a Fund will not enter into a subadvisory agreement with any Affiliated Subadviser without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the Fund(2); and (13) The Order will expire on the effective date of the Proposed Rule, if adopted. WHAT ARE THE BENEFITS TO THE FUNDS? The Board believes that it is in the best interests of each Fund's shareholders to allow DMC the maximum flexibility to appoint, supervise and replace subadvisers (including DIAL) and to amend subadvisory agreements without incurring the expense and potential delay of seeking specific shareholder approval. The process of seeking shareholder approval is administratively expensive to a Fund and may cause delays in executing changes that the Board and DMC have determined are necessary or desirable. These costs are often borne entirely by the applicable Fund (and therefore indirectly by such Fund's shareholders). If shareholders approve the policy authorizing a Manager of Managers Structure for a Fund, the Board would be able to act more quickly and with less expense to the Fund to appoint a subadviser, when the Board and DMC believe that the appointment would be in the best interests of the Fund and its shareholders. Although shareholder approval of new subadvisory agreements and amendments to existing subadvisory agreements is not required under the proposed Manager of Managers Structure, the Board, including a majority of the Independent Trustees, would continue to oversee the subadviser selection process to help ensure that shareholders' interests are protected whenever DMC would seek to select a subadviser or modify a subadvisory agreement. Specifically, the Board, including a majority of the Independent Trustees, would still be required to evaluate and approve all subadvisory agreements as well as any modification to an existing subadvisory agreement. In reviewing new subadvisory agreements or modifications to existing subadvisory agreements, the Board will analyze all factors that it considers to be relevant to its determination, including the subadvisory fees, the nature, quality and scope of services to be provided by the subadviser, the investment performance of the assets managed by the subadviser in the particular style for which a subadviser is sought, as well as the subadviser's compliance with Federal securities laws and regulations. WHAT DID THE BOARDS CONSIDER IN REVIEWING THIS PROPOSAL? In determining that the Manager of Managers Structure was in the best interests of Fund shareholders, the Boards, including a majority of the Independent Trustees, considered the factors below, and such other factors and information they deemed relevant, prior to approving and recommending the approval of the Manager of Managers Structure: (1) A Manager of Managers Structure will enable DMC to employ subadvisers with varying investment styles or investment focuses to help enhance performance by expanding the securities in which a Fund may invest; (2) A Manager of Managers Structure will enable DMC to promptly reallocate Fund assets among itself and one or more subadvisers in response to varying market conditions; (3) A Manager of Managers Structure will enable the Board to act more quickly, with less expense to a Fund, in appointing new subadvisers when the Board and DMC believe that such appointment would be in the best interests of Fund shareholders; (4) DMC would be directly responsible for (i) establishing procedures to monitor a subadviser's compliance with the Fund's investment objectives and policies, (ii) analyzing the performance of the subadviser and (iii) recommending allocations and reallocations of Fund assets among itself and one or more subadvisers; and (5) No subadviser could be appointed, removed or replaced without Board approval and involvement. Further, the Independent Trustees were advised by independent legal counsel with respect to these matters. - --------------- (2) As discussed above, however, you are being asked to approve the Manager of Managers Structure with respect to Affiliated Subadvisers as well as subadvisers who are not affiliated with DMC, subject to receipt of further regulatory approval either through an SEC rule or exemptive relief. Therefore, if the Trusts were to obtain such further regulatory approval and shareholders approved Proposal 2, the Boards could appoint and replace Affiliated, as well as unaffiliated, Subadvisers without shareholder approval. 11WHAT VOTE IS REQUIRED TO APPROVE PROPOSAL NO. 2? Each Fund will vote separately on Proposal 2. Accordingly, Proposal 2 will be approved with respect to a Fund only if shareholders of that Fund approve Proposal 2. Such approval requires Quorum requirements to be satisfied and the affirmative vote of the lesser of: (i) a majority of the outstanding shares of the Fund, or (ii) 67% or more of the shares present at such meeting of shareholders at which the holders of more than 50% of the outstanding shares are present or represented by proxy at the Meeting ("Majority Vote"). THE BOARDS RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 2 PROPOSAL 3 - APPROVAL OF AN AGREEMENT AND PLAN OF REDOMESTICATION THAT PROVIDES FOR THE REORGANIZATION OF VOYAGEUR INVESTMENT TRUST FROM A MASSACHUSETTS BUSINESS TRUST TO A DELAWARE STATUTORY TRUST (DELAWARE TAX-FREE FLORIDA INSURED FUND, DELAWARE TAX-FREE MISSOURI INSURED FUND AND DELAWARE TAX-FREE OREGON INSURED FUND ONLY) The Trustees of Voyageur Investment Trust unanimously recommend that shareholders of the Delaware Tax-Free Florida Insured Fund, the Delaware Tax-Free Missouri Fund and Delaware Tax-Free Oregon Fund approve an Agreement and Plan of Redomestication (the "Agreement"), substantially in the form attached to this Proxy Statement as Exhibit C, which would change the state of organization of Voyageur Investment Trust. This proposed change calls for the reorganization of Voyageur Investment Trust from a Massachusetts business trust into a newly formed Delaware statutory trust. This proposed reorganization is referred to throughout this Proxy Statement as the "Redomestication." To implement the Redomestication, the Trustees of Voyageur Investment Trust have approved the Agreement, which contemplates the continuation of the current business of Voyageur Investment Trust in the form of a new Delaware statutory trust, named "Delaware Investments Municipal Trust" (the "DE Trust"). As of the effective date of the Redomestication, the DE Trust will have series (each a "DE Fund" and, together, the "DE Funds") that correspond to each of the then current series of Voyageur Investment Trust (each an "MA Fund" and, together, the "MA Funds"). Each DE Fund will have the same name as its corresponding MA Fund. WHY AM I BEING ASKED TO VOTE ON THE REDOMESTICATION? The Board of Trustees of Voyageur Investment Trust (the "VIT Board") is submitting the Redomestication to the vote of shareholders of all the MA Funds in Voyageur Investment Trust. As described more fully below, the VIT Board approved the Redomestication in order to eliminate certain administrative inefficiencies and incremental costs, and to establish a uniform structure among all of the mutual funds (i.e., registered, open-end management investment companies) within the Delaware Investments Family of Funds. WHAT WILL THE REDOMESTICATION MEAN FOR THE SERIES OF VOYAGEUR INVESTMENT TRUST AND FOR YOU? If the Agreement is approved by shareholders and the Redomestication is implemented, the DE Funds would have the same investment goals, policies, and restrictions as their corresponding MA Funds. The Board, including any persons elected under Proposal 1, and officers of the DE Trust would be the same as those of Voyageur Investment Trust, and would operate the DE Trust and the DE Funds in the same manner as these persons previously operated Voyageur Investment Trust and the MA Funds except as otherwise described below. Thus, on the effective date of the Redomestication, you would hold an interest in the applicable DE Fund that is equivalent to your then interest in the corresponding MA Fund. For all practical purposes, a shareholder's investment in Voyageur Investment Trust and the MA Funds would not change. WHY ARE THE TRUSTEES RECOMMENDING APPROVAL OF THE AGREEMENT AND THE REDOMESTICATION? Most of the funds within the Delaware Investments Family of Funds are series of Delaware statutory trusts. Voyageur Investment Trust, however, is organized as a Massachusetts business trust. The lack of uniformity among the laws applicable to the various Delaware Investments Funds poses administrative complications and costs that the VIT Board desires to eliminate. Consequently, the VIT Board proposes that Voyageur Investment Trust be redomesticated to the State of Delaware. The VIT Board also desires to achieve administrative economies, such as eliminating frequent filings within the Commonwealth of Massachusetts, which are expected to result from the Redomestication. Delaware statutory trusts provide much greater flexibility for a fund to respond quickly to changes in market or regulatory conditions. This enhanced flexibility had caused a number of major fund complexes, including the Delaware Investments Family of Funds, to adopt this form of organization in recent years. The MA Funds are also expected to benefit from the administrative economies that will result from having uniform organizational documents and uniform state reporting and filing obligations. Accordingly, the VIT Board believes that it is in the best interests of the shareholders to approve the Agreement. 12WHAT ARE THE ADVANTAGES OF A DELAWARE STATUTORY TRUST? Investment companies formed as Delaware statutory trusts have certain advantages over investment companies organized as Massachusetts business trusts. Under Delaware law, investment companies are able to simplify their operations by reducing administrative burdens. For example, Delaware law allows greater flexibility in drafting and amending an investment company's governing documents, which can result in greater efficiencies of operation and savings for an investment company and its shareholders. Delaware law does not require that the Declaration of Trust and any amendments to the Declaration of Trust be filed with the State of Delaware, while Massachusetts law requires that the Declaration of Trust and any amendments to the Declaration of Trust be filed with the Commonwealth of Massachusetts and the clerk of the city in Massachusetts in which the fund has a usual place of business. Voyageur Investment Trust's Declaration of Trust thus requires that any instrument, including VIT Board resolutions, that establishes or designates any series shall be treated as an amendment to the Declaration of Trust, which must therefore be filed in Massachusetts. Such filings are not required by the DE Trust's Declaration of Trust. The simpler Delaware procedures allow the DE Trust to file a one-page Certificate of Trust with the State of Delaware, which rarely needs to be amended. In addition, Massachusetts law requires certain types of trusts, such as Voyageur Investment Trust, to file an Annual Report of Voluntary Associations and Trusts, whereas Delaware law does not impose such an annual filing requirement with respect to Delaware statutory trusts. Another advantage of Delaware statutory trusts is greater certainty regarding limiting the liability of shareholders for obligations of the trust or its trustees and regarding limiting the liability of one series for obligations of other series within the trust. Furthermore, as described below, in Delaware there is a well-established body of legal precedent in the area of corporate law that may be relevant in deciding issues pertaining to the DE Trust. This could benefit the DE Trust and its shareholders by, for example, making litigation involving the interpretation of provisions in the DE Trust's governing documents less likely or, if litigation should be initiated, less burdensome or expensive. HOW DO THE MASSACHUSETTS BUSINESS TRUST LAW AND VOYAGEUR INVESTMENT TRUST'S GOVERNING DOCUMENTS COMPARE TO THE DELAWARE STATUTORY TRUST LAW AND THE DE TRUST'S GOVERNING DOCUMENTS? The following summary compares certain rights and characteristics of Voyageur Investment Trust and its shares to the DE Trust and its shares. The summary is qualified in its entirety by the more complete comparisons of Massachusetts business trust law and Delaware statutory trust law, and a comparison of the relevant provisions of the governing documents of Voyageur Investment Trust and the DE Trust, attached as Exhibit D to this Proxy Statement, which is entitled "A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW." Reorganizing Voyageur Investment Trust from a Massachusetts business trust to a Delaware statutory trust is expected to provide several benefits to Voyageur Investment Trust and its shareholders. The operations of a Delaware statutory trust formed under the Delaware Statutory Trust Act (the "Delaware Act") are governed by a declaration of trust and by-laws. The DE Trust's Agreement and Declaration of Trust ("Declaration of Trust") and By-Laws streamline some of the provisions in Voyageur Investment Trust's current Declaration of Trust and By-Laws, and, thus, should lead to enhanced flexibility in management and administration as compared to Voyageur Investment Trust's current operation as a Massachusetts business trust. As a Delaware statutory trust, the DE Trust may be able to adapt more quickly and cost effectively to new developments in the mutual fund industry and the financial markets. Funds formed as Delaware statutory trusts under the Delaware Act are granted a significant amount of operational flexibility, resulting in efficiencies of operation that may translate into savings for a fund, such as the DE Trust, and the fund's shareholders. For example, the Delaware Act authorizes trust management to take various actions without requiring shareholder approval if permitted by the governing instrument, such as fund mergers or the sale of all or substantially all of the assets of a trust, or a series thereof (see discussion below). Additionally, unlike Massachusetts business trust law, the Delaware Act permits any amendment to the statutory trust's governing instrument without the need for a state or city filing, which can reduce administrative burdens and costs. Moreover, to the extent provisions in the DE Trust's Declaration of Trust and By-Laws are addressed by rules and principles established under Delaware corporate law and the laws governing other Delaware business entities (such as limited partnerships and limited liability companies), the Delaware courts may look to such other laws to help interpret provisions of the DE Trust's Declaration of Trust and By-Laws. Applying this body of law to the operation of the DE Trust should prove beneficial because these laws are extensively developed and business-oriented. In addition, Delaware's Chancery Court is dedicated to business law matters, which means that the judges tend to be more specialized in the nuances of the law that will be applied to the DE Trust. These legal advantages tend to make more certain the resolution of legal controversies and help to reduce legal costs resulting from uncertainty in the law. 13Shares of the DE Trust and Voyageur Investment Trust each have one vote per full share and a proportionate fractional vote for each fractional share. Both the DE Trust and Voyageur Investment Trust provide for noncumulative voting in the election of their Trustees. Like Voyageur Investment Trust, the DE Trust is not required by its governing instrument to hold annual shareholder meetings. For both Voyageur Investment Trust and the DE Trust, shareholder meetings may be called at any time by the Board, by the chairperson of the Board or by its president for the purpose of taking action upon any matter deemed by the Board to be necessary or desirable. In addition, a meeting of the shareholders of the DE Trust for the purpose of electing one or more trustees may be called, to the extent provided by the 1940 Act and the rules and regulations thereunder, by the DE Trust shareholders. Voyageur Investment Trust and the DE Trust each provide certain rights to its shareholders to inspect a fund's books and records. While shareholders of the DE Trust will have similar distribution and voting rights as they currently have as shareholders of Voyageur Investment Trust, there are certain differences. The organizational structures differ in record date parameters for determining shareholders entitled to notice, to vote, and to a distribution. Under the DE Trust's Declaration of Trust, all or substantially all of the DE Trust's assets may be sold to another fund or trust without shareholder approval unless required by the 1940 Act. Both the DE Trust and Voyageur Investment Trust and any series thereof may be liquidated or dissolved, in each case by the Trustees without shareholder approval. Massachusetts business trust law does not specifically provide that the shareholders of Voyageur Investment Trust are not subject to any personal liability for any claims against, or liabilities of, Voyageur Investment Trust solely by reason of being or having been a shareholder of Voyageur Investment Trust or that the liabilities of one series are not enforceable against another series of that trust. Under the Delaware Act, shareholders of the DE Trust will be entitled to the same limitation of personal liability as is extended to shareholders of a private corporation organized for profit under the General Corporation Law of the State of Delaware. In addition, the Delaware Act permits the DE Trust to limit the enforceability of the liabilities of one DE Fund solely to the assets of that DE Fund. WHAT ARE THE PROCEDURES AND CONSEQUENCES OF THE REDOMESTICATION? Immediately upon completion of the proposed Redomestication, the DE Trust will continue the business of Voyageur Investment Trust, and each DE Fund: (i) will have the same investment goals, policies and restrictions as those of its corresponding MA Fund existing on the date of the Redomestication; (ii) will hold the same portfolio of securities previously held by such corresponding MA Fund; and (iii) will be operated under substantially identical overall management, investment management, distribution, and administrative arrangements as those of its corresponding MA Fund. As the successor to Voyageur Investment Trust's operations, the DE Trust will adopt Voyageur Investment Trust's registration statement under the federal securities laws with amendments to show the new Delaware statutory trust structure. The DE Trust was created solely for the purpose of becoming the successor organization to, and carrying on the business of, Voyageur Investment Trust. To accomplish the Redomestication, the Agreement provides that Voyageur Investment Trust, on behalf of each MA Fund, will transfer all of its portfolio securities, any other assets and its liabilities to the DE Trust, on behalf of each corresponding DE Fund. In exchange for these assets and liabilities, the DE Trust will issue shares of each DE Fund to Voyageur Investment Trust, which will then distribute those shares pro rata to shareholders of the corresponding MA Fund. Through this procedure, you will receive exactly the same number, class and dollar amount of shares of each DE Fund as you held in the corresponding MA Fund immediately prior to the Redomestication. You will retain the right to any declared, but undistributed, dividends or other distributions payable on the shares of an MA Fund that you may have had as of the effective date of the Redomestication. As soon as practicable after the date of the Redomestication, Voyageur Investment Trust will be dissolved and will cease its existence. The Trustees may terminate the Agreement and abandon the Redomestication at any time prior to the effective date of the Redomestication if the Trustees determine that proceeding with the Redomestication is inadvisable. If the Redomestication is not approved by shareholders of Voyageur Investment Trust, or if the Trustees abandon the Redomestication, Voyageur Investment Trust will continue to operate as a Massachusetts business trust. If the Redomestication is approved by shareholders, it is expected to be completed in the first half of 2005. WHAT EFFECT WILL THE REDOMESTICATION HAVE ON THE CURRENT INVESTMENT ADVISORY AGREEMENT? As a result of the Redomestication, the DE Trust will be subject to a new investment advisory agreement between the DE Trust and DMC on behalf of each of the DE Funds that will be identical in all material respects to the current investment advisory agreement between DMC and Voyageur Investment Trust on behalf of each of the MA Funds. 14WHAT EFFECT WILL THE REDOMESTICATION HAVE ON THE SHAREHOLDER SERVICING AGREEMENTS AND DISTRIBUTION PLANS? The DE Trust, on behalf of the DE Funds, will enter into agreements with Delaware Service Company, Inc. ("DSC") for fund accounting, transfer agency, dividend disbursing and shareholder services that are substantially identical to the agreements currently in place for Voyageur Investment Trust with DSC. Delaware Distributors, L.P. ("DDLP"), will serve as the distributor for the shares of the DE Funds under a separate underwriting agreement that is substantially identical to the underwriting agreement currently in effect for Voyageur Investment Trust with DDLP. As of the effective date of the Redomestication, each DE Fund will have a distribution plan under Rule 12b-1 of the 1940 Act relating to the distribution of that DE Fund's classes of shares, which is identical in all material respects to the distribution plan currently in place for the corresponding classes of shares of the corresponding MA Fund. It is anticipated that there will be no material change to the distribution plan as a result of the Redomestication. WHAT IS THE EFFECT OF SHAREHOLDER APPROVAL OF THE AGREEMENT? Under the 1940 Act, the shareholders of a mutual fund must elect trustees and approve the initial investment advisory agreement(s) for the fund. In addition, if a mutual fund wants to operate under a manager of managers structure (as described more fully above under Proposal 2), shareholders must also approve the use of such structure. Theoretically, if the Agreement is approved by shareholders and Voyageur Investment Trust is reorganized to a Delaware statutory trust, the shareholders would need to vote on these three items for the DE Trust. The DE Trust and the DE Funds must obtain shareholder approval of these items in order to comply with the 1940 Act and to operate in the same manner they do currently after the Redomestication. The Trustees, however, have determined that it is in the best interests of the shareholders to avoid the considerable expense of another shareholder meeting to obtain these approvals after the Redomestication. The Trustees, therefore, have determined that by approving the Agreement you are also approving, for purposes of the 1940 Act: (1) the election of the Trustees of Voyageur Investment Trust who are in office at the time of the Redomestication (including the Trustees elected under Proposal 1) as trustees of the DE Trust; (2) new investment advisory agreement between the DE Trust and DMC on behalf of each DE Fund, which are identical in all material respects to the investment advisory agreements currently in place for the MA Funds; and (3) the manager of managers structure for a DE Fund, as described in Proposal 2, but only in the event that such Proposal has been approved by shareholders of the corresponding MA Fund. Prior to the Redomestication, if the Agreement is approved by shareholders of Voyageur Investment Trust, the officers will cause Voyageur Investment Trust, as the sole shareholder of the DE Trust and each DE Fund, to vote its shares FOR the matters specified above (or, with respect to the use of the manager of managers structure, in the same manner as shareholders of the particular MA Fund have voted on Proposal 2). This action will enable the DE Trust to satisfy the requirements of the 1940 Act without involving the time and expense of another shareholder meeting. WHAT IS THE CAPITALIZATION AND STRUCTURE OF THE DE TRUST? The DE Trust was formed as a Delaware statutory trust on September 30, 2004 pursuant to the Delaware Act. As of the effective date of the Redomestication, the DE Trust will have separate series, each of which will correspond to the similarly named series of Voyageur Investment Trust, each with an unlimited number of shares of beneficial interest without par value authorized. The shares of each DE Fund will be allocated into classes to correspond to the current classes of shares of the corresponding MA Fund. As of the effective date of the Redomestication, like the existing shares you hold, outstanding shares of the DE Trust will be fully paid, nonassessable (e.g., you will not owe any further money to Voyageur Investment Trust to own your shares), and have no preemptive or subscription rights (e.g., no special rights to purchase shares in advance of other investors). The DE Trust will also have the same fiscal year as Voyageur Investment Trust. ARE THERE ANY TAX CONSEQUENCES FOR SHAREHOLDERS? The Redomestication is designed to be "tax-free" for federal income tax purposes so that you will not experience a taxable gain or loss when the Redomestication is completed. Generally, the basis and holding period of your shares in a DE Fund will be the same as the basis and holding period of your shares in the corresponding MA Fund. Consummation of the Redomestication is subject to receipt of a legal opinion from the law firm of Stradley Ronon Stevens & Young, LLP, counsel to the DE Trust and Voyageur Investment Trust, that, under the Internal Revenue Code of 1986, as amended, the Redomestication will not give 15rise to the recognition of income, gain, or loss for federal income tax purposes to Voyageur Investment Trust, the MA Funds, the DE Trust, or the DE Funds, or to their shareholders. WHAT IF I CHOOSE TO SELL MY SHARES AT ANY TIME? A request to sell MA Fund shares that is received and processed prior to the effective date of the Redomestication will be treated as a redemption of shares of that MA Fund. A request to sell shares that is received and processed after the effective date of the Redomestication will be treated as a request for the redemption of the same number of shares of the corresponding DE Fund. WHAT IS THE EFFECT OF MY VOTING "FOR" THE AGREEMENT? By voting "FOR" the Agreement, and if the Redomestication is approved and completed, you will become a shareholder of a mutual fund organized as a Delaware statutory trust, with trustees, an investment advisory agreement, a distribution plan, and other service arrangements that are substantially identical to those currently in place for your corresponding MA Fund or Funds. In addition, if the Redomestication is approved and completed, you will have the same exchange and conversion rights that you have currently, including counting the time you held shares of an MA Fund for purposes of calculating any redemption fee or contingent deferred sales charges on shares you receive of the corresponding DE Fund. WHAT VOTE IS REQUIRED TO APPROVE THE AGREEMENT? Assuming a Quorum is present, the approval of the Agreement requires an affirmative Majority Vote of the outstanding shares of the series of the Trust. THE VIT BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The firm of Ernst & Young LLP has been selected as the independent registered public accounting firm for each of the Trusts for their current fiscal year. The Audit Committee must approve all audit and non-audit services provided by Ernst & Young LLP relating to the operations or financial reporting of the Trusts. The Audit Committee reviews any audit or non-audit services to be provided by Ernst & Young LLP to determine whether they are appropriate and permissible under applicable law. The Audit Committee has adopted policies and procedures to provide a framework for the Audit Committee's consideration of non-audit services by Ernst & Young LLP. These policies and procedures require that any non-audit service to be provided by Ernst & Young LLP to a Trust, DMC or any entitycontrolling, controlled by, or under common control withDMCany of the foregoing. The table in Appendix E shows the dollar range of shares of the Funds and the aggregate dollar range of shares of the Delaware Investments Family of Funds thatrelate directlyare beneficially owned by each Trustee Nominee as of June 30, 2009.Each Independent Trustee is compensated by the Trusts. Mr. Coyne, the sole Trustee who is not an Independent Trustee, is not compensated by the Trusts for serving as Trustee. Trust officers are not compensated by the Trust. The table in Appendix F shows the amount of compensation that each Trustee received from each Trust during the 12-month period ended June 30, 2009, and the aggregate amount of compensation that each Trustee received from the Delaware Investments Family of Funds during that period. In addition, the Independent Trustees received separate compensation form the Trusts for the meetings held in connection with their review of the transaction described under Proposal 2 below.
Who are the Principal Officers of the Trust?
Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board. Appendix C to this Proxy Statement identifies the
operationsprincipal officers of the Trusts, and provides the officers’ names, birth dates, addresses, positions and length of service with the Trusts, and principal occupations during the past five years.What are the Standing Committees of the Board?
Each Trust’s Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Independent Trustees Committee, and the Investments Committee.
Audit Committee.This committee monitors accounting and financial reporting policies and practices and internal controls for a Trust. It also oversees the quality and objectivity of a
TrustTrust’s financial statements and the independent audit thereof, and acts as a liaison between the Trust’s independent registered public accounting firm and the full Board. Each Trust’s Audit Committee consists of the following Independent Trustees: Thomas F. Madison, Chairman; Thomas L. Bennett; John A. Fry;and J. Richard Zecher. Each Trust’s Audit Committee held six meetings during the 12-month period ended June 30, 2009.6
Nominating and Corporate Governance Committee.Information on the Nominating and Corporate Governance Committee is provided above under “How are
subjectNominees for Trustee Selected?”Independent Trustees Committee. This committee develops and recommends to
pre-approvalthe Boards a set of corporate governance principles and oversees the evaluation of the Boards, the committees, and Board activities. The committee is comprised of all of the Independent Trustees. Each Trust’s Independent Trustees Committee held four meetings during the 12-month period ended June 30, 2009.Investments Committee.The primary purposes of the Investments Committee are to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds by their investment adviser as well as any sub-advisers; (ii) review all proposed advisory and sub-advisory agreements for new Funds or proposed amendments to existing agreements and to recommend what action the full Boards and the Independent Trustees should take regarding the approval of all such proposed agreements; and (iii) review from time to time reports supplied by the Funds’ investment adviser regarding investment performance and expenses and suggest changes to such reports. Each Board’s Investments Committee consists of the following Independent Trustees: Thomas L. Bennett, Chairman; Anthony D. Knerr; Lucinda S. Landreth; Ann R. Leven (ex officio); Janet L. Yeomans; and J. Richard Zecher. Each Investments Committee held four meetings during the 12-month period ended June 30, 2009.
Who are the Trusts’ Independent Auditors?
Selection of Auditors. For each Trust, the Audit Committee
orand theChairperson ofBoard have selected theAudit Committee before such service is provided. Representativesfirm of Ernst & Young LLP (“E&Y”) to serve as the Funds’ independent registered public accounting firm. Representatives of E&Y are not expected to be present at the Meeting, but willhave the opportunity to make a statement if they wish, and willbe availableshouldto answer anymatter arise requiring Ernst & Young LLP's presence. AUDIT FEES. Thequestions or if otherwise necessary.Audit Fees. Appendix G shows for each Trust the aggregate fees billed for each of the last two fiscal years for professional services rendered by
Ernst & Young LLP in connection withE&Y for theannualaudit ofeach Trust'sthe 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 bythe independent auditorsE&Y in connection with statutory and regulatory filings or engagements forthethose fiscal years.Audit-Related Fees.No Trust was billed during its last two fiscal years
(ended on or before October 31, 2004) for the Trusts are set forth in Exhibit E hereto. AUDIT-RELATED FEES. There were no fees billed by Ernst & Young LLPfor assurance andotherrelated services rendered by E&Y that were reasonably related to theperformanceaudit or review of theaudit of each Trust'sTrust’s financial statementsandbut where such services were not reportedaboveunder"Audit Fees"“Audit Fees” above. Appendix G shows for the last two fiscal years(ended on or before October 31, 2004). Theof each Trust the aggregate fees billed byErnst & Young LLPE&Y forassurance and otherproviding such servicesrelatingto theperformance of the audit of the financial statements of DMC andFunds’ investment adviser or other service providers that are under common control withDMC that relate directly totheoperations or financial reporting of a Trust forFunds’ investment adviser. These services included thetwelve month periods ended October 31, 2004 and 2003 are set forth in Exhibit E. These audit-related services were as follows:issuance of reports concerning the Funds’ transferagent'sagent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities ExchangeAct; issuanceAct ofagreed upon procedures reports to1934, as amended.Tax Fees. Appendix G also shows for each Trust the
Trusts' Boards in connection with the annual transfer agent and fund accounting service agent contract renewals and the pass-through of internal legal cost relating to the operations of the Trusts; and preparation of Report on Controls Placed in 16Operation and Tests of Operating Effectiveness Relating to the Retirement Plan Services Division. None of these services were approved by the Audit Committee pursuant to the de minimis exception from the pre-approval requirement of Regulation S-X. TAX FEES. Theaggregate fees billed in each of the last two fiscal years for professional services rendered byErnst & Young LLPE&Y to the Trust for tax compliance, tax advice, and taxplanning (together "tax-related services")planning. E&Y did not during any Trust’s last two fiscal years provide any such7
services to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser. The tax-related services provided to the Trusts
forincluded thelast two fiscal years (ended on or before October 31, 2004) are set forth in Exhibit E. None of these services were approved by the Audit Committee pursuant to the de minimis exception from the pre-approval requirement of Regulation S-X. These tax-related services were as follows:review of income tax returns and annual excise distributioncalculations. There were no fees billed by Ernst & Young LLPcalculations and, fortax-relatedcertain of the Trusts, tax compliance servicesprovidedwith respect toDMC and other service providers under common control with DMC that relate directly to the operations or financial reporting of a Trustinvestments in foreign securities.Aggregate Non-Audit Fees. Appendix G also shows, for
the twelve month periods ended October 31, 2004 and 2003. ALL OTHER FEES. There were no fees billed by Ernst & Young LLP for products and services other than those set forth above for the Trusts'each Trust’s last two fiscalyears. There were no fees for products and services other than those set forth above billed by Ernst & Young LLP to DMC and other service providers under common control with DMC and that relate directly toyears, theoperations or financial reporting of the Trusts. AGGREGATE NON-AUDIT FEES TO THE TRUSTS, DMC AND SERVICE PROVIDER AFFILIATES. Theaggregate non-audit fees billed byErnst & Young LLPE&Y for services rendered to theTrusts for their last two fiscal yearsTrust, its investment adviser, andto DMC and other service providersany entity controlling, controlled by, or under common control withDMC forits investment adviser that provides ongoing services to thetwelve month periods ended October 31, 2004 and 2003, are set forth in Exhibit E hereto. In connection with its selection of the independent auditors,Trust.For each Trust, the Audit Committee has considered
Ernst & Young LLP'swhether the provision of non-audit services that were rendered toDMCthe Trust’s investment adviser, andother service providersany entity controlling, controlled by, or under common control withDMCthe Trust’s investment adviser thatwere not requiredprovides ongoing services tobe pre-approved pursuant to Regulation S-X.the Trust, is compatible with maintaining the independence of E&Y. The Audit Committee has determined thatthe independent auditors'E&Y’s provision of these services is compatible with maintaining E&Y’s independence. E&Y currently is analyzing whether its independence will be affected after theauditors' independence.transaction described in Proposal 2 as a result of services provided by E&Y to Macquarie Group Limited and its affiliates.All Other Fees.There were no additional fees paid by any Trust or to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser during such Trust’s last two fiscal years for products and services provided by E&Y, other than the services reported above.
Pre-Approval Policies and Procedures. Each Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth in Appendix H to this Proxy Statement. All of the fees disclosed above were pre-approved pursuant to the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve any of the services described above pursuant to thede minimisexceptions set forth in Rule 2-01(c)(7)(1)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.
What is the Required Vote to Elect Trustees?
Provided that “Quorum” requirements (as defined below in “Voting Information”) have been satisfied, the Trustee Nominees will be elected to the Board of each Trust by the affirmative vote of a plurality of votes cast collectively by shareholders of all of the Funds of such Trust. This means that the nine Trustee Nominees receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.
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PROPOSAL 2: TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT
In Proposal 2, you are being asked to approve a new investment advisory agreement between your Fund and Delaware Management Company (“DMC”) (each, a “New Investment Advisory Agreement”). DMC currently serves as investment adviser for each Fund, but, for the reasons discussed below, a new investment advisory agreement will be required if the Transaction is completed. For a general description of the proposed New Investment Advisory Agreements and a general comparison of the proposed New Investment Advisory Agreements and the investment advisory agreements currently in effect for each Fund (each, a “Current Investment Advisory Agreement”), see “The New Investment Advisory Agreements” below. The form of the New Investment Advisory Agreements is included in Appendix I. The date of each Fund’s Current Investment Advisory Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided in Appendix J.
The Boards are proposing New Investment Advisory Agreements because the Current Investment Advisory Agreements will terminate upon completion of the Transaction, which is defined and discussed below. As required by the 1940 Act, each Current Investment Advisory Agreement terminates automatically upon its “assignment.” Under the 1940 Act, a change in control of an investment adviser constitutes an “assignment.” The consummation of the Transaction will result in a change of control of DMC, and thus, the assignment and automatic termination of the Current Investment Advisory Agreements. Shareholders of each Fund are therefore being asked to approve a New Investment Advisory Agreement for their Fund. Each New Investment Advisory Agreement would become effective only if approved by the shareholders of the applicable Fund and if the Transaction is completed. While the closing of the Transaction (the “Closing”) is currently expected to take place on or about December 31, 2009, if the Transaction is not completed or the Transaction Agreement (as hereinafter defined) is terminated, the New Investment Advisory Agreements will not go into effect and the Current Investment Advisory Agreements will continue in effect.
Description of the Transaction
Lincoln National Corporation (“LNC”) and its indirect, wholly-owned subsidiary, Lincoln National Investment Companies, Inc. (“LNIC”) entered into a definitive agreement (the “Transaction Agreement”), dated as of August 18, 2009, with Macquarie Bank Limited, whereby LNIC will sell all of the capital stock of Delaware Management Holdings, Inc. (“DMHI”) to Macquarie Bank Limited (the “Transaction”). Certain Fund service providers are subsidiaries of DMHI and will be included in the Transaction, including DMC, Delaware Service Company, Inc. (“DSC”), the fund accounting and financial administration oversight provider for the Funds, and Delaware Distributors, L.P. (“DDLP”), the principal underwriter for the Funds. DMHI and its various affiliates are sometimes referred to herein as “Delaware Investments.”
Macquarie Group Limited and its various subsidiaries (including Macquarie Bank Limited) are referred to herein as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited to pay LNC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, such amount subject to certain specified closing adjustments
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at and after the Closing. As noted above, the Closing is currently expected to take place on or about December 31, 2009. The Closing is subject to the satisfaction or waiver of customary closing conditions, including (i) annualized advisory fees payable to DMC by all clients that have consented to the assignment of their advisory agreements or approved a new advisory agreement (including the Trusts) not being less than 75% of annualized advisory fees payable to DMC as of April 30, 2009 and (ii) the parties obtaining certain domestic and international regulatory approvals (including expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
DMC manages the assets of each Fund and makes each Fund’s investment decisions, subject to the supervision of the Board of each Trust. DMC is a series of Delaware Management Business Trust (“DMBT”), which is a subsidiary of DMHI. Delaware Investments is the marketing name for DMHI and its subsidiaries. DMC is located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Delaware Investments has been managing mutual funds since 1938. As of June 30, 2009, DMC and its affiliates managed, in the aggregate, more than $120 billion in assets in various institutional, separately managed, investment company, and insurance accounts. DMHI, a Delaware corporation formed in 1992, is a holding company that, through its subsidiaries and affiliates, provides investment advisory, asset management, administrative, broker-dealer, and related products and services. DMHI’s asset management capabilities include the ability to manage equity, fixed income, and money market securities, which are offered through vehicles such as mutual funds, closed-end funds, privately managed accounts, and institutional separate accounts. DMHI is a subsidiary of, and subject to ultimate majority control of, LNC, which is a publicly traded corporation. LNC is a diversified organization with operations in many aspects of the financial services industry, including insurance and investment management. LNIC is an Indiana corporation and an indirect, wholly owned subsidiary of LNC. LNIC owns 100% of the issued and outstanding common stock of DMHI. After the Transaction, DMHI will be an indirect wholly owned subsidiary of Macquarie Group Limited.
Macquarie Group is a global provider of banking, financial, advisory, investment and fund management services. Macquarie Group Limited, No. 1 Martin Place, Sydney, New South Wales 2000, Australia, is listed on the Australian Securities Exchange (ASX:MQG) and is regulated by the Australian Prudential Regulation Authority, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Founded in 1969, Macquarie Group now operates in more than 70 office locations in over 26 countries. Macquarie Group employed approximately 12,500 people and had assets under management of $190 billion as of July 31, 2009. Macquarie Group has been active in North America for over a decade. Macquarie Group currently has more than 1,900 professionals in offices in 25 North American locations. Macquarie Funds Group, the asset management arm of Macquarie Group, is a full service global fund manager with over 25 years’ experience and offers a range of investments for retail and institutional investors across a variety of asset classes including fixed income, cash, currencies, equities, commodities, emerging markets, listed infrastructure and listed real estate as well as private equity and hedge fund of funds. Macquarie Funds Group employs over 600 staff across 19 locations globally with assets under management of approximately $67 billion as of July 31, 2009. More information on Macquarie Group’s operations is available at www.macquarie.com.au and at www.macquarie.com/us.
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Australian Banking Regulations require the following disclaimer to be made:
Investments in the Funds are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies including their subsidiaries or related companies, and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of any Fund, the repayment of capital from any Fund, or any particular rate of return.The Transaction is part of Macquarie Group’s strategy to develop a global asset management capability through building a highly regarded team of investment professionals, offering an attractive suite of investment products and gaining broader access to markets in the United States. Macquarie Group values DMC’s focus on the advisory segment of the U.S. market, its significant investment management capabilities, and its experienced management team. The Transaction is not expected to result in a change in the persons responsible for the day-to-day management of the Funds or in the operation of the Funds.
It is currently anticipated that following the closing of the Transaction, DMHI, DMC, DDLP, and DSC will continue to operate, and the Funds will continue to operate, and the Delaware brand will remain with the business. Upon completion of the Transaction, the combined assets under management of Macquarie Group and DMHI and their affiliates are expected to be over $300 billion. After the Transaction, DMHI and its subsidiaries (including DMC) will remain headquartered in Philadelphia. Investment management professionals serving DMC’s clients are not expected to change as a result of the Transaction. Clients of DMC may be offered opportunities to invest in new products with access to Macquarie Group’s investment strategies, notably in real assets, global fixed income securities, and alternative investments. Macquarie Group clients across its global network may be offered investment products involving Delaware’s investment strategies, in structures designed specifically for them. Macquarie Group also currently anticipates providing additional funding to support the growth of DMC and its affiliates, for example through potential investment in operations and distribution and a commitment to expanding its multi-boutique approach.
In anticipation of the Transaction, the Boards have had a number of telephonic and in-person meetings and met both formally and in informational sessions between April 16, 2009, and September 3, 2009, for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a New Investment Advisory Agreement. The 1940 Act requires that each Fund’s New Investment Advisory Agreement be approved by the Fund’s shareholders in order to become effective. At the in-person meetings held on September 3, 2009, and for the reasons discussed below (see “Board Considerations in Approving the New Investment Advisory Agreements” below), each Board, including a majority of its Independent Trustees, approved the New Investment Advisory Agreements as being in the best interests of the Funds and their shareholders and recommended their approval by shareholders. In the event shareholders of a Fund do not approve a New Investment Advisory Agreement, the Fund’s Board will take such action as it deems to be in the best interests of the Fund and its shareholders, including entering into an interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act.
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The New Investment Advisory Agreements
Each Fund’s New Investment Advisory Agreement will be substantially similar to its Current Investment Advisory Agreement. Appendix I includes a form of the New Investment Advisory Agreement. A discussion of the basis for a Board’s approval of each Fund’s Current Investment Advisory Agreement is available in the Fund’s most recent annual or semi-annual report to shareholders. Appendix J provides information on the Current Investment Advisory Agreements, including their dates, date of last shareholder approval, the reason for the most recent submission to shareholders, and the rates the Funds pay for fund administrative services. Exhibit A to Appendix I discloses the rate of compensation of DMC under both the Current Investment Advisory Agreement and the New Investment Advisory Agreement. Appendix K describes for each Fund the aggregate amount of DMC’s fee and the amount and purpose of any other material payments to DMC (including any affiliated person of DMC) for services provided to each Fund during the last fiscal year of the Fund. These services will continue to be provided if the New Investment Advisory Agreements are approved. DMC provides investment advisory services to certain other funds that have investment objectives and policies similar to those of the Funds. Appendix K lists such other mutual funds advised by DMC, the net assets of those funds, and the management fee schedule pursuant to which DMC received advisory fees from those funds during the fiscal years ended on the dates noted.
Fees.There will be no change in the fee schedule applicable to any Fund under its New Investment Advisory Agreement. All currently effective contractual fee waivers or reimbursements will remain in place after the Transaction until the end of their respective terms, and Macquarie Group has no present intention to cause DMC to alter any voluntary expense waivers or reimbursements currently in effect for the Funds.
Investment Advisory Services.Each New Investment Advisory Agreement requires DMC to provide the same services to the applicable Funds as it does under the corresponding Current Investment Advisory Agreement. Each Fund’s New Investment Advisory Agreement generally provides that, subject to the direction and control of the Fund’s Board, DMC shall (i) regularly make decisions as to what securities and other instruments to purchase and sell on behalf of the Fund; (ii) effect the purchase and sale of those investments in furtherance of the Fund’s objectives and policies; and (iii) furnish the Board with information and reports regarding the Fund’s investments as DMC deems appropriate or as the Board may reasonably request.
Subject to the primary objective of obtaining best execution, DMC may place orders for the purchase and sale of portfolio securities and other instruments with broker/dealers that provide statistical, factual, or financial information and services to a Fund, to DMC, or to other clients of DMC.
Both the Current and New Investment Advisory Agreement for each Fund provide that the services of DMC are not exclusive to the Fund, and DMC and its affiliates may render services to others.
The New Investment Advisory Agreements provide that DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for the Fund. DMC may terminate a
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sub-adviser in its sole discretion at any time to the extent permitted by applicable law. A similar provision is included in the Current Investment Advisory Agreements.
Fund Administration Services.DMC and Macquarie Group have advised the Boards that they anticipate and intend that the nature and level of administrative services provided to the Funds under their Current Investment Advisory Agreements, in combination with any administrative services agreements, will not be diminished as a result of the Transaction or the implementation of the New Investment Advisory Agreements. In addition, any fees for administrative services, whether payable under a Current Investment Advisory Agreement or a separate administrative agreement, will not increase as a direct result of the Transaction or the New Investment Advisory Agreement.
Payment of Expenses.The provisions contained in each Fund’s New Investment Advisory Agreement addressing allocation of expenses is substantially similar in all material respects to those contained in that Fund’s Current Investment Advisory Agreement. Both the Current and New Investment Advisory Agreements provide that each Fund is responsible for its own expenses, including costs incurred in the maintenance of a Fund’s corporate existence; the maintenance of the Fund’s books, records and procedures; dealing with the Fund’s shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. In addition, to avoid uncertainty, certain other expenses that are paid by the Funds under the Current Investment Advisory Agreement are listed expressly as Fund expenses in the New Investment Advisory Agreement. These expenses include auditing, fund accounting and financial administration fees, and other costs and expenses approved by the Board. Except as expressly provided for in the Current and New Investment Advisory Agreements, DMC is not responsible for a Fund’s expenses.
Directors, officers, and employees of DMC may be Trustees and officers of the Trusts, but directors, officers, and employees of DMC who are Trustees, officers and/or employees of the Trusts do not receive any compensation from the Trusts for acting in a dual capacity. DMC may share facilities common to each Fund, which may include legal and accounting personnel, with appropriate proration of expenses between the applicable Fund and DMC.
Limitation on Liability.Under the Current and New Investment Advisory Agreements, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the investment adviser to a Fund, DMC shall not be liable to a Fund or to any shareholder for any action or omission arising in the course of, or connected with, rendering its services under the Agreement or for any losses arising from the purchase, holding or sale of any security, or otherwise.
Term and Continuance.If approved by shareholders of a Fund, the New Investment Advisory Agreement for the Fund will terminate two years from the date of implementation, and will continue in effect from year to year if its continuance is specifically approved at least annually by both (i) the vote of a majority of the Fund’s Board or the vote of a 1940 Act Majority (as defined below) of the outstanding voting securities of the Fund and (ii) the vote of a majority of
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the Independent Trustees cast in person at a meeting called for the purpose of voting on the approval. The Current Investment Advisory Agreements have similar provisions for their term and continuance, although the initial dates of the Agreements differ. The initial two year period has elapsed for most of the Current Investment Advisory Agreements. Each of the Current Investment Advisory Agreements was most recently approved by each Fund’s Board in May 2009.
A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting called for the purpose of voting on the approval if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.
Termination.Each Fund’s New Investment Advisory Agreement generally provides that the Agreement may be terminated at any time, without the payment of any penalty, by the Fund upon giving DMC 60 days’ written notice, provided that the termination by the Fund is directed or approved by the vote of a majority of the Fund’s Board or by the vote of a 1940 Act Majority of the Fund’s outstanding voting securities. The New Investment Advisory Agreements may also be terminated by DMC on 60 days’ written notice. As required by the 1940 Act, each New Investment Advisory Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act). The Current Investment Advisory Agreements contain similar termination provisions.
Proxy Voting.Each Fund’s New Investment Advisory Agreement provides explicitly that DMC shall be responsible for voting proxies of portfolio securities of each Fund, a service currently provided by DMC but not provided for explicitly in the Current Investment Advisory Agreement.
Amendments.To incorporate explicitly the requirements of the 1940 Act, each Fund’s New Investment Advisory Agreement provides that it may not be amended without a shareholder vote and a vote of the Independent Trustees, but that it may be amended without shareholder approval if the amendment relates solely to a change for which applicable laws and regulations do not require shareholder approval. Each Fund’s Current Investment Advisory Agreement does not contain a similar provision.
Other Changes.Each Fund’s New Investment Advisory Agreement conforms the Current Investment Advisory Agreement with currently applicable laws and regulations and includes a number of minor wording changes that clarify non-material ambiguities in the Current Investment Advisory Agreement.
Additional Information about DMC
Appendix L provides the name, address and principal occupation of each executive officer and each trustee of DMC, and each individual who is an officer or Trustee of the Trusts and who is also an officer, employee or shareholder of DMC. The following Trustee Nominee and executive officers of the Trusts may receive a portion of the consideration described above as a result of the accelerated vesting of equity interests (the “Equity Interests”) in Delaware
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Investments U.S., Inc. (“DIUS”), a subsidiary of DMHI and indirect parent of DMC, brought about by the Transaction: Patrick P. Coyne ____%; Michael J. Hogan ____%; See Yeng Quek ____%; Brian L. Murray, Jr. ____%; David P. O’Connor ____%; and Richard Salus ____%. ____%. See Appendix L for a list of the executive officer positions with the Trusts of each of the above named individuals. Generally, the Equity Interests will be fully vested and may be put back to DIUS or called by DIUS not later than thirteen months following the closing of the Transaction. The holders of the Equity Interests will only obtain a portion of the consideration described above if they put their vested Equity Interests back to DIUS or their Equity Interests is called by DIUS, and the dollar value of the Equity Interests will be ascertained at the time of the put or call, as the case may be. Certain other officers of DMC who are also officers of the Trusts own or hold vested or unvested stock or options on stock of LNC.
Board Considerations in Approving the New Investment Advisory Agreements
At an in-person meeting held on September 3, 2009, the Boards, including the Independent Trustees, discussed and unanimously approved the New Investment Advisory Agreement between each Fund and DMC. Concluding that approval of the New Investment Advisory Agreement would be in the best interests of each Fund and its shareholders, the Boards also directed that each New Investment Advisory Agreement be submitted to the applicable Fund shareholders for approval, and recommended that shareholders vote “FOR” approval of each New Investment Advisory Agreement.
Prior to their approval of the New Investment Advisory Agreement between each Fund and DMC, pursuant to letters from their independent legal counsel addressed to Macquarie Group and DMC, the Trustees requested extensive materials about the Transaction and matters related to the proposed approvals. To assist the Boards in considering the New Investment Advisory Agreements, Macquarie Group provided materials and information about Macquarie Group, including detailed written responses to the questions posed to it by the Independent Trustees. DMC also provided materials and information about the Transaction, including detailed written responses to the questions posed to it by the Independent Trustees.
The Coordinating Trustee and the Chair of each committee of the Boards, together with their independent legal counsel and Fund counsel, met with representatives of DMC and Macquarie Group to discuss the Transaction in very preliminary terms. Thereafter, the Independent Trustees, together with their independent legal counsel and Fund counsel, participated in a combination of four separate in-person meetings and telephone conference calls with representatives of DMC and Macquarie Group. In addition, meetings in person or by telephone were held between management of DMC and certain Independent Trustees on four occasions during the months preceding the Board’s in-person meeting. At these meetings and on these telephone calls, the Transaction and future plans for DMC and the Funds were discussed at length. Finally, the Independent Trustees consulted with their independent legal counsel in executive sessions on numerous occasions during the time period covered by the negotiation of the Transaction and discussed, among other things, the legal standards applicable to their review of the New Investment Advisory Agreements and certain other contracts and considerations relevant to their deliberations on whether to approve such New Investment Advisory Agreements.
At the in-person meetings and telephonic conference calls, the Trustees discussed the Transaction with DMC management and with key Macquarie Group representatives. The meetings included discussions of the strategic rationale for the Transaction as discussed above under “Description of the Transaction,” and Macquarie Group’s general plans and intentions regarding the Funds and DMC. On these occasions, representatives of DMC and Macquarie Group made presentations to and responded to questions from the Trustees. The Board members also inquired about the plans for, and anticipated roles and responsibilities of, key employees and officers of DMHI and DMC in connection with the Transaction.
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In connection with the Trustees’ review of the New Investment Advisory Agreements, DMC and/or Macquarie Group emphasized that:
- Macquarie Group and DMC have assured the Trustees that there will be no adversechanges in the nature, quality, or extent of services currently provided to the Funds andtheir shareholders, including investment management, distribution, or other shareholderservices.
- No material changes in personnel or operations are contemplated in the operation ofDMC under Macquarie Group as a result of the Transaction and no material changes arecurrently contemplated in connection with third party service providers to the Funds.
- Macquarie Group has no present intention to cause DMC to alter the voluntary expensewaivers and reimbursements currently in effect for the Funds and, therefore, the advisoryand administrative fees would not increase by virtue of the Transaction or the NewAdvisory Agreements.
- Under the Transaction Agreement, Macquarie Group has agreed to conduct, and usereasonable best efforts to cause its affiliates to conduct, their respective businesses incompliance with the conditions of Section 15(f) of the 1940 Act with respect to theFunds, including maintaining Board composition of at least 75% of the Board membersqualifying as Independent Trustees and not imposing any “unfair burden” on the Fundsfor at least two years from the Closing.
In addition to the information provided by DMC and Macquarie Group as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the New Advisory Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, for each Fund, the Trustees determined that the overall arrangements between the Fund and DMC, as provided in the New Advisory Agreements, including the proposed advisory fee and the related administration arrangements between the Funds and DMC, were fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the Trustees considered relevant. Factors evaluated included:
- The potential for expanding distribution of Fund shares through access to MacquarieGroup’s existing distribution channels as well as the strengthening of DelawareInvestments’ distribution capabilities through the acquisition of an exclusive wholesalingsales force from LNC.
- The reputation, financial strength, and resources of Macquarie Group as well as itshistoric and ongoing commitment to the asset management business in Australia as wellas other parts of the world.
- The terms and conditions of the New Investment Advisory Agreements, including thateach Fund’s total fees will not increase as a result of the New Investment AdvisoryAgreements, but rather will remain the same. (See “The New Investment AdvisoryAgreements” above).
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- At its in-person meeting in May 2009, each Board had performed a full annual review of,or initially approved, the Current Investment Advisory Agreement as required by the1940 Act and determined that DMC has the capabilities, resources, and personnelnecessary to provide the advisory and administrative services currently provided to eachFund. Each Board also determined that the advisory and/or management fees paid byeach Fund, taking into account any applicable fee waivers and breakpoints, representreasonable compensation to DMC in light of the services provided, the costs to DMC ofproviding those services, economies of scale, and the fees and other expenses paid bysimilar funds (including information provided by Lipper Inc. (“Lipper”, an independentstatistical compilation organization) and such other matters that the Boards consideredrelevant in the exercise of their reasonable judgment.
- The portfolio management teams for the Funds would not change as a result of theTransaction.
- LNC and Macquarie Group executed an agreement with the Trusts pursuant towhich LNC and Macquarie Group have agreed to pay all expenses of the Funds inconnection with the Boards’ consideration of the Transaction, the New InvestmentAdvisory Agreements and related agreements, and all costs related to this proxysolicitation. The agreement also provides for indemnification by LNC or Macquarie Group, as applicable, of the Funds and the Trustees for any losses arising from claims that certain information provided by LNC or Macquarie Group for this Proxy Statement is untrue or misleading. As a result, the Funds will bear no costs in evaluating the Transaction orseeking or obtaining shareholder approval of the New Investment Advisory Agreements.
- The likelihood that Macquarie Group would invest in DMC, resulting in potentialbenefits to the Funds and the shareholders, including the possibility of increased assetsunder management which would allow some Funds the potential opportunity to achieve economies ofscale and lower fees.
- The compliance and regulatory history of Macquarie Group and its affiliates.
Certain of these considerations are discussed in more detail below.
In making its decision relating to the approval of each Fund’s New Investment Advisory Agreement, the Independent Trustees gave attention to all information furnished, however, the following discussion identifies the primary factors taken into account by the Trustees in approving the New Investment Advisory Agreements.
Nature, Extent, and Quality of Service. The Trustees considered the services historically provided by DMC to the Funds and their shareholders. In reviewing the nature, extent, and quality of services, the Boards considered that the New Investment Advisory Agreements will be substantially similar to the Current Investment Advisory Agreements (as discussed under "The New Investment Advisory Agreements"), and therefore, considered the many reports furnished to them throughout the 2008 and 2009 at regular Board meetings covering matters such as the relative performance of the Funds; compliance of portfolio managers with the investment policies, strategies, and restrictions for the Funds; the compliance of management personnel with the Code of Ethics adopted throughout the Delaware Investments®Family of Funds complex; and the adherence to fair value pricing procedures as established by the Boards. The Trustees were pleased with the current staffing of DMC and the emphasis placed on research
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and risk management in the investment process. Favorable consideration was given to DMC’s efforts to maintain expenditures and, in some instances, increase financial and human resources committed to Fund matters. The Boards also considered the transfer agent and shareholder services that would continue to be provided to Fund shareholders by DMC’s affiliate, Delaware Service Company, Inc. (“DSC”). The Board routinely reviews and has been impressed by DSC’s performance. The Trustees noted, in particular, DSC’s commitment to maintain a high level of service as well as DMC’s expenditures to improve the delivery of shareholder services. The Boards were assured that shareholders would continue to receive the benefits provided to Fund shareholders by being part of the Delaware Investments Family of Funds, including each shareholder’s ability to exchange an investment in one Delaware Investments Fund for the same class of shares in another Delaware Investments Fund without a sales charge, to reinvest Fund dividends into additional shares of any of the Funds, and the privilege to combine holdings in other Funds to obtain a reduced sales charge. For the foregoing reasons, the Boards were satisfied with the nature, extent, and quality of the overall services provided by DMC.
Investment Performance.The Trustees considered the overall investment performance of DMC and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. Although the Trustees give appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to the approval of the Current Investment Advisory Agreements at the in-person meeting in May 2009. At that meeting, the Trustees reviewed Lipper reports prepared for each Fund showing the investment performance in comparison to a group of funds selected by Lipper as being similar to such Fund (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest, ranked last. The highest/best performing 25% of funds in the Performance Universe make up the first quartile; the next 25% make up the second quartile; the next 25% make up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe make up the fourth quartile. Comparative annualized performance for each Fund was shown for the past 1-, 3 , 5-, and 10-year periods. The Boards’ objective was that each Fund’s performance for the periods considered be at or above the median of its Performance Universe.
During the May 2009 agreement review process, the Trustees observed the significant improvements to relative investment performance of the funds in the Delaware Investments Family of Funds compared to the information presented at the May 2008 meeting. At their meeting on September 3, 2009, the Trustees examined the investment performance of all of the funds in the Delaware Investments Family of Funds and compared the performance of each fund in the Delaware Investments Family of Funds relative to that of its respective peer group for the 1-, 3 , 5-, and 10-year periods ended June 30, 2009 against the corresponding relative investment performance of the Funds for such time periods ended December 31, 2008. As of June 30, 2009, 29 of the funds in the Delaware Investments Family of Funds had investment performance relative to that of the respective peer groups that was as good as or better than the corresponding relative investment performance at December 31, 2008 for all four time periods. At June 30, 2009, an additional 9 funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was better than the corresponding relative investment performance at December 31, 2008 for three of the four time periods. At June 30, 2009, 19 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was approximately the same as that of the corresponding relative performance at December 31, 2008 and only 22 funds in the Delaware Investments Family of Funds had poorer relative investment performance at June 30, 2009 compared to that at December 31, 2008. The Trustees, therefore, concluded that investment performance of the funds in the Delaware Investments Family of Funds on an aggregate basis had continued to improve relative to their respective peer groups since the data reviewed at the May 2009 meeting. The Trustees also noted that the proposed continuity of DMC’s operations after the Transaction would be expected to mitigate any adverse impact on Fund performance arising from the Transaction.
Comparative Expenses. The Trustees also evaluated expense comparison data for the Delaware Investments®Family of Funds previously considered in May 2009. At that meeting, DMC had provided the Boards with information on pricing levels and fee structures for the Funds and comparative funds. The Trustees focused on the comparative analysis of the effective management fees and total expense ratios of each Fund versus the effective management fees and expense ratios of a group of funds selected by Lipper as being similar to each Fund (the “Expense Group”). In reviewing comparative costs, each Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the
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contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) of other funds within the Expense Group, taking into account any applicable breakpoints and fee waivers. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees also considered fees paid to Delaware Investments for non-management services. The Trustees' objective was for each Fund’s total expense ratio to be competitive with that of the Expense Group. At the September 3, 2009 meeting, the Boards noted that the more recent comparative expenses for the Funds remained consistent with the previous review in May 2009. The Boards were assured that there was no current intention to change DMC’s existing voluntary expense waivers and reimbursement policy as a result of the Transaction, and that, consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the closing of the Transaction.
Management Profitability. The Boards once again considered the level of profits realized by DMC in connection with the operation of the Funds. The Boards previously considered the level of profits realized by DMC in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed the Investment Management Profitability Analysis addressing the overall profitability of Delaware Investments’ business in providing management and other services to each of the Funds and the Delaware Investments Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability.
At the May 2009 meeting, representatives of DMC had stated that the level of profits of DMC, to a certain extent, reflect operational cost savings and efficiencies initiated by Delaware Investments (including DMC and its affiliates that provide services to the Funds). The Boards considered Delaware Investments’ efforts to improve services provided to Fund shareholders, to meet additional regulatory and compliance requirements resulting from recent industry-wide SEC initiatives and the extent to which Delaware Investments might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments Family of Funds and the benefits from allocation of Fund brokerage to improve trading efficiencies. The Boards found that the management fees were reasonable in light of the services rendered and the level of profitability of DMC. At the September 3, 2009 meeting, DMC advised the Boards that DMC did not expect the Transaction to affect materially the profitability of Delaware Investments compared to the level of profitability considered during the May 2009 review. The Boards also noted Macquarie Group’s commitment to maintain sufficient capitalization of DMC and Delaware Investments to continue the same level and quality of services to the Funds.
Economies of Scale. The Trustees considered whether economies of scale would be realized by Delaware Investments as each Fund’s assets increase and the extent to which any economies of scale would be reflected in the management fees charged. The Trustees took into account DMC's practice of maintaining the competitive nature of management fees based on its benchmarking analysis for the Funds. Management believed, and the Boards agreed, that the Funds were priced with relatively low management fees to reflect potential economies of scale up front. The Boards also acknowledged Macquarie Group’s statement that the Transaction would not by itself immediately provide additional economies of scale given Macquarie Group’s limited presence in the U.S. mutual fund market. Nonetheless, the Trustees believed that additional economies of scale could potentially be achieved in the future if DMC were owned
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by Macquarie Group as a result of Macquarie Group’s willingness to invest further in DMC’s asset management business, particularly with respect to distribution.
Fall-Out Benefits.The Trustees considered that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities. They reviewed information about practices with respect to allocating portfolio brokerage for brokerage and research services. The Trustees recognized that DMC’s profitability would be somewhat lower without these benefits. The Trustees noted that DMC may derive reputational and other benefits from their association with each Fund.
Other Board Considerations.As previously noted at the May 2009 meeting, the Boards separately received and reviewed independent historical and comparative reports prepared by Lipper. The Lipper reports compared each Fund’s investment performance and expenses with those of other comparable mutual funds in the peer group. The Independent Trustees discussed such reports with independent legal counsel at the meeting. The Boards requested and received certain information regarding the policies of DMC with respect to advisory fee levels and its philosophy with respect to breakpoints; the structure of portfolio manager compensation; DMC’s profitability; as well as any constraints or limitations on the availability of securities in certain investment styles that might inhibit DMC’s ability to invest fully in accordance with Fund policies. At the in-person meeting on September 3, 2009, the Boards noted that there had been no significant changes to the Lipper or other information reported at the May 2009 meeting. The Board was told that the Transaction and Macquarie Group’s acquisition of Delaware Investments would not, by itself, be expected to materially change this information.
The Transaction.The Trustees received and reviewed the Transaction Agreement. The Trustees considered the purchase price to be paid and noted the conditions for the closing of the Transaction, including the requirements for obtaining consents to the change in control from DMC’s advisory clients, such as the Funds. The Trustees were told that DMC would continue to manage LNC’s general account assets. The Trustees also considered the representations, warranties, and covenants made by the parties to the Transaction, including those related Section 15(f) of the 1940 Act.
Board Review of Macquarie Group.The Trustees reviewed detailed information supplied by Macquarie Group about its operations as well as other information regarding Macquarie Group provided by their independent legal counsel. By reviewing a pro forma balance sheet of Delaware Investments as of the closing of the Transaction (which was provided by Macquarie Group in response to the Trustees’ request), the Trustees considered Macquarie Group’s projections of Delaware Investments’ capitalization following the Transaction and Delaware Investments’ ability to continue to provide the same level and quality of services to the Funds. The Trustees noted that there would be a transition period during which some services previously provided by LNC to Delaware Investments would be provided by Macquarie Group after the Closing. Macquarie Group described its proposed changes to Delaware Investments’ corporate governance, primarily through the anticipated addition of certain Macquarie Group officers to DMHI’s board of directors and to Delaware Investments’ distribution and product management affiliates.
The Trustees considered favorably Macquarie Group’s statement that there would be no significant change to the executive, administrative, investment or support staff of Delaware Investments. Macquarie Group described the proposed harmonization of the compensation system in use at Delaware Investments with the compensation plan used by Macquarie Group,
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including short-term and long-term incentive compensation and equity interests for executive officers and investment personnel as well as support staff. Macquarie Group described its current intention to enhance certain administrative and operation areas of DMC following the Transaction, including information technology, product management, and risk management.
The Trustees also considered Macquarie Group’s support for Delaware Investments’ plans for Fund distribution by transferring wholesalers from Lincoln Financial Distributors, LNC’s retail distributor, to Delaware Investments and Macquarie Group’s intention to leave the Funds’ other service providers in place.
Noting that asset management is one of its core businesses, Macquarie Group described for the Boards’ consideration its current strategic plans to grow its asset management activities, particularly in the Northern Hemisphere. The Boards considered Macquarie Group’s representation that the acquisition of DMC is an important component of this strategic growth and the establishment of a significant presence in the United States.
As a subsidiary of an Australian bank, Delaware Investments would be subject to certain Australian bank regulations following the Transaction. The Boards reviewed material supplied by Macquarie Group describing the new requirements to which Delaware Investments would be subject, including those related to disclosure, fund holdings, affiliated transactions, advisory agreements, and fee waivers. The Boards further considered certain exemptive relief that had been provided to Macquarie Group by the Australian bank regulator in anticipation of the Transaction as well as the nature of future relief that may be required. Macquarie Group represented, and the Boards concurred, that the Australian bank regulatory requirements would not have a material effect on the operations of DMC or the Funds, including DMC’s ability to continue to provide voluntary expense waivers and reimbursements to the Funds or to contribute appropriate levels of seed capital to new Funds.
The Trustees noted that DMC has placed brokerage transactions with a broker-dealer affiliate of Macquarie Group and received research in connection with those transactions. In addition, certain other Macquarie Group affiliates participate as underwriters for securities offerings outside of the United States. The Boards determined to regularly monitor brokerage transactions with Macquarie Group affiliates for compliance with the requirements of Section 15(f) and Section 17(e) of the 1940 Act, and to ensure compliance with the Funds’ procedures under Rule 10f-3 promulgated under the 1940 Act for offerings in which a Macquarie Group affiliate is a member of the underwriting syndicate.
Conclusion. The Independent Trustees of each Fund deliberated in executive session; the entire Board of each Fund, including the Independent Trustees, then approved each New Investment Advisory Agreement. The Boards concluded that the advisory fee rate under each New Investment Advisory Agreement is reasonable in relation to the services provided and that execution of the New Investment Advisory Agreement is in the best interests of the shareholders. For each Fund, the Trustees noted that they had concluded in their most recent advisory agreement continuance considerations in May, 2009 that the management fees and total expense ratios were at acceptable levels in light of the quality of services provided to the Funds and in comparison to those of the Funds’ peer group; that the advisory fee would not be increased and would stay the same for all of the Funds; that the total expense ratio had not changed materially since that determination; and that DMC had represented that the overall expenses for each Fund were not expected to be adversely affected by the Transaction. On that basis, the Trustees concluded that the total expense ratio and proposed advisory fee for each such Fund anticipated to result from the Transaction was acceptable. The Trustees also noted, with respect to the Funds that currently had the benefit of voluntary fee waivers, that Macquarie presently intended to continue such waivers. In approving each New Investment Advisory Agreement, each Board stated that it anticipated reviewing the continuance of the agreement in advance of the expiration of the initial two-year period.
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Required Vote
To become effective with respect to a particular Fund, the New Investment Advisory Agreement for that Fund must be approved by a 1940 Act Majority vote of the Fund’s outstanding voting securities. The approval of one Fund’s New Investment Advisory Agreement is not contingent on the approval of any other Fund’s New Investment Advisory Agreement. Each New Investment Advisory Agreement was approved separately by the Independent Trustees, and by the Board of the applicable Trust as a whole, after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Board of each Trust also determined to submit each applicable Fund’s New Investment Advisory Agreement for consideration by the shareholders of the Fund. If the shareholders of a Fund do not approve the Fund’s New Investment Advisory Agreement, the Board of such Fund will consider other possible courses of action for the Fund.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.Section 15(f) of the 1940 Act
The Boards have been advised that the parties intend to rely on Section 15(f) of the 1940 Act, which provides that an owner (such as LNC and LNIC) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser only if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Each Fund’s Board currently meets this test and is expected to do so after the Transaction is completed. Second, no “unfair burden” can be imposed on the investment company as a result of the transaction. An “unfair burden” includes any arrangement during the two-year period after the transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). Macquarie Group has agreed under the Transaction Agreement that, following the Closing, to the extent within its control, it will not take or fail to take (or cause its affiliates to take or fail to take) any action that would have the effect, directly or indirectly, of causing the requirements of Section 15(f) of the 1940 Act not to be met in respect of the Transaction. In that regard, from and after the Closing date and to the extent within its control, the Macquarie Group has agreed to conduct its business (and to cause each of its affiliates to conduct its business) so as to assure that the two aforementioned conditions are satisfied.
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More Information about the Funds
Transfer Agency Services.DSC, 2005 Market Street, Philadelphia, Pennsylvania 19103, an affiliate of DMC, acts as the shareholder servicing, dividend disbursing, and transfer agent for the Funds. For its shareholder servicing, dividend disbursing services, and transfer agency services, DSC is paid an annual per account charge of $11.00 for each open account and $6.50 for each closed account on its records and each account held on a sub-accounting system maintained by firms that hold accounts on an omnibus basis. These charges are assessed monthly on a pro rata basis and determined by using the number of shareholder and retirement accounts maintained as of the last calendar day of each month. Compensation is fixed each year and approved by each Board, including a majority of the Independent Trustees.
DST Systems, Inc. (“DST”), 430 W. 7thStreet, Kansas City, Missouri 64105, provides subtransfer agency services to the Funds. In connection with these services, DST administers the overnight investment of cash pending investment in the Fund or payment of redemptions. The proceeds of this investment program are used to offset the Fund’s transfer agency expenses.
Fund Accountants. The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, New York 10286-0001, provides fund accounting and financial administration services to each Fund. Those services include performing functions related to calculating each Fund’s net asset value (“NAV”) and providing financial reporting information, regulatory compliance testing, and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.
DSC provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Fund’s pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DSC for the services described above are allocated among all funds in the Delaware Investments®Family of Funds on a relative NAV basis.
Distribution Services. Pursuant to underwriting agreements relating to each of the Funds, DDLP, 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for the Funds. DDLP pays the expenses of the promotion and distribution of the Funds’ shares, except for payments by the Funds on behalf of Class A Shares, Class B Shares, Class C, and Class R Shares, as applicable under their respective 12b-1 Plans. DDLP also receives sales loads in connection with the purchase and redemption of certain classes of shares. DDLP is an indirect subsidiary of DMHI and is an affiliate of DMC.
Following the Transaction, DDLP will be primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. This function is currently provided by Lincoln Financial Distributors, Inc. (“LFD”), 130 N. Radnor-
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Chester Road, Radnor, PA 19087-5221, pursuant to a contractual arrangement with DDLP. LFD is owned by LNC and is an affiliate of DDLP and DMC.
No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC during the Fund’s most recently completed fiscal year.
VOTING INFORMATION
HOW WILL THE SHAREHOLDER VOTING BE HANDLED?How will shareholder voting be handled?
Only shareholders of record of the
TrustsFunds at the close of business onDecember 10, 2004September 18, 2009 (the"Record Date"“Record Date”), will be entitled to notice of and to vote at the Meeting on the matters described in this ProxyStatement, andStatement. 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 Proposalon behalf of a Trust orfor a Fund are not received by the date of the Meeting, the Meetingwith respect to that Proposal for such Trust or Fund, as the case may be,may be adjourned for that Fund or for that Proposal to permit further solicitations of proxies. Theholderspersons named as proxies on the enclosed proxy cards will vote their proxies in accordance with the recommendations of Management on questions of adjournment and any items other than the Proposals that properly come before the Meeting. A majority of the votes cast by shareholders of amajority of shares of a Trust or aFundas the case may be, entitled to vote on a Proposal at the Meetingpresent in person or by proxy at the Meeting (whether or not sufficient to constitute aQuorum)quorum for the Fund) may adjourn the Meetingaswith respect to thatTrust or Fund for that Proposal.Fund. The Meetingas to one or more Trusts or Fundsmay also be adjourned by the Chairperson of the Meeting.Any adjournment may be with respect to one or more Proposals for a Trust or Fund, but not necessarily for all Proposals for all Trusts or Funds. It is anticipated that the persons named as proxies on the enclosed proxy cards will use the authority granted to them to vote on adjournment in their discretion.Abstentions and broker non-votes will be
includedcounted for purposes of determining whether aQuorumquorum is present at theMeeting for a particular matter,Meeting. Abstentions and broker non-votes will have no effect on Proposal 1 but will have the same effect as a vote"against" Proposals 2 and 3, but will have no affect with respect to“against” Proposal1, which is the election of Trustees.2. Broker non-votes are proxies from brokers or nominees indicating thatsuch personsthey have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matterwith respect tofor which the brokers or nominees do not have discretionarypower. HOW DOauthority to vote. This generally occurs only when there is another matter at the meeting for which the brokers or nominees do have discretionary authority to vote, such as Proposal 1.How do I
ENSURE MY VOTE IS ACCURATELY RECORDED?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(s)card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxycard(s)card or vote by telephone or through the Internet, yourvotesvote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If yousimplysign and date the proxycard(s)card but give no voting instructions, your shares will17be voted in favor of all the Proposals on which you are entitled to voteTrustee Nominees in Proposal 1 and “For” Proposal 2. Your proxies will also be voted in accordance with theviewsrecommendations ofmanagement uponManagement on anyunexpectedmatters that properly come before the Meeting or any adjournment 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 abroker-dealerbroker/dealer and you wish to vote in person at the Meeting, youshouldmust obtain aLegal Proxylegal proxy fromyourthe broker of record and present it at the Meeting.MAY24
May I
REVOKE MY PROXY?revoke my proxy?Shareholders may revoke their proxy for a Fund at any time before it is voted by sending a written notice to the
applicable TrustFund expressly revoking their proxy, by signing and forwarding to theapplicable TrustFund a later-dated proxy, or by attending the Meeting and voting in person. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executedproxy. WHAT OTHER MATTERS WILL BE VOTED UPON AT THE MEETING?proxy and, 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
of the Trustsdo not intend to bring any matters before the Meetingwith respect to the Fundsother thanthoseas described in this Proxy Statement.TheBecause this is a Special Meeting, the Boardsaredo notaware ofanticipate that any other matterstowill be brought before the Meetingwith respect to the Fundsby others. If any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with theviewsrecommendations ofmanagement. WHO IS ENTITLED TO VOTE?Management of each Fund.Who is entitled to vote?
Only shareholders of record on the Record Date will be entitled to vote at the
Meeting.Meeting on the matters described in this Proxy Statement. Theoutstandingtable in Appendix M shows as of July 31, 2009, as to each class of voting securities of the Funds, the number of shares outstanding.What is the Quorum Requirement?
A “Quorum” for a Trust or a particular Fund means one-third (33 1/3%) of the shares of
the Trusts and the Funds thereofthat Trust or Fund that are entitled to voteasat the Meeting, present in person or represented by proxy.Who will pay the expenses of the
Record Date are set forthMeeting?Any out-of-pocket costs and expenses incurred by the Funds related to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in
Exhibit F. WHAT OTHER SOLICITATIONS WILL BE MADE?connection with the Meeting, will not be borne by the Funds. Macquarie Group and LNC have agreed to bear any such costs and expenses equally as provided in the Transaction Agreement. The Funds have engaged Computershare Fund Services, Inc. (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $750,000. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. The agreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.What other solicitations will be made?
This proxy solicitation is being made by the
BoardsBoard ofthe Trustseach Fund for use at the Meeting.The cost of this proxy solicitation will be shared as set forth below.In addition tosolicitationsolicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. TheTrustsFunds will requestbroker-dealerbroker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record.The Trusts may reimburse broker-dealerReasonable out-of-pocket expenses of broker/dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred25
in connection with such proxy
solicitation.solicitation will be shared equally by LNC and Macquarie Group as provided above. In addition to solicitations by mail, officers and employees ofeach Trust,the Funds, DMC, and their affiliates may, without extra pay,mayconduct additional solicitations by telephone, telecopy, and personal interviews. TheTrusts have engaged Georgeson Shareholder Communications, Inc. ("Georgeson") to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $425,000 to $770,000, including out of pocket expenses, a portion of which will be borne by the Trusts as described below. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. The Trusts have also agreed to indemnify Georgeson against certain liabilities and expenses, including liabilities under the federal securities laws. The TrustsFunds expect thattheany solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.As the Meeting date approaches,
certain shareholders of a Fundyou may receive a telephone call from a representative ofGeorgesonComputershare iftheiryour 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
GeorgesonComputershare representative is required to ask for eachshareholder'sshareholder’s full name and address,or the zip code or employer identification number,and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, theGeorgesonComputershare representative is required to ask for theperson'sperson’s title and confirmation that the person is authorized to direct the voting of the shares. If the informationsolicited agrees withelicited matches the information previously provided toGeorgeson,Computershare, then theGeorgesonComputershare representative has the responsibility to explain the voting process, read the Proposals listed on the proxy card, and ask for theshareholder'sshareholder’s instructions oneach Proposal.the Proposals. Although theGeorgesonComputershare 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.GeorgesonComputershare will record theshareholder'sshareholder’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 callGeorgesonComputershare immediately if his or her instructions are not correctly reflected in the confirmation.WHO WILL PAY THE EXPENSES OF THE PROPOSALS? The costsWhy 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
Proposals, including the costs of soliciting proxies,this Proxy Statement will bebornemailed 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 byoneregular mail to P.O. Box 219691, Kansas City, MO 64121-9691, by overnight courier service to 430 W. 7th Street, Kansas City, MO 64105, ormoreby calling toll-free 1-800-523-1918.How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement and form of proxy for a Trust’s next annual meeting?
The governing instruments of the Trusts
as described below. 18With respectdo not require that the Funds hold annual meetings of shareholders. Each Fund will, however, be required toProposal 1,call meetings of shareholders in accordance with theelection of Trusteesrequirements of theTrusts,1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in theTrusts will bear the expenses equally. With respect to Proposal 2, the Trusts will bear the expenses equally in connection with seeking shareholder approval for usefundamental investment policies,26
objectives or restrictions of the
ManagerFunds. Each Fund also would be required to hold an annual shareholders meeting to elect new Trustees at such time as less than a majority ofManagers Structure. With respect to Proposal 3, becausetheRedomestication will benefit Voyageur Investment Trust and its shareholders, the VIT Board has authorized that the expenses incurred in the Redomestication, including the estimated costs associated with soliciting proxies with respect to this Proposal, shall be paid by Voyageur Investment Trust (and therefore indirectly by its shareholders), whether or not the Redomestication is approvedTrustees holding office have been elected by shareholders.HOW DO I SUBMIT A SHAREHOLDER PROPOSAL? NoneThe Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of theTrusts are requiredTrustees, the Chairperson of the Board, the President of the Trust, or on the written request of a specified percentage of the outstanding shares of a Trust (or of a particular Fund if the meeting relates solely toand they do not intend to, hold regular annual shareholders' meetings. A shareholderthat Fund).Shareholders of a Fund wishing to submit
a proposal for considerationproposals for inclusion in a proxy statement forthe next shareholders'a subsequent shareholder meetingshouldmust sendhis or hertheir written proposal to that Fund a reasonable time before theofficesBoard’s solicitation relating to such meeting is to be made. Shareholder proposals must meet certain legal requirements established by the U.S. Securities and Exchange Commission, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by that Fund a reasonable period of time before the Board’s solicitation relating to such meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of theappropriate Trust, directed to the attention of its Secretary,Fund, David F. Connor, at the address ofits principal executive office printed on the first page of this Proxy Statement, so that it is received within a reasonable time before any such meeting. The inclusion and/or presentation of any such proposal is subject to the applicable requirements of the proxy rules under the 1934 Act. Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the Trust's proxy statement or presented at the meeting. PRINCIPAL HOLDERS OF SHARES On the Record Date, the officers and Trustees of each Trust, as a group, owned less than 1% of the outstanding voting shares of any Fund, or class thereof, of the Trusts. To the best knowledge of the Trusts, as of the Record Date, no person, except as set forth in the table at Exhibit G, owned of record 5% or more of the outstanding shares of any class of any Fund. Except as noted in Exhibit G, the Trusts have no knowledge of beneficial ownership. MORE INFORMATION ABOUT THE TRUSTS INVESTMENT MANAGER. As described further above, DMC, 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the investment manager for each of the Funds. ADMINISTRATION, TRANSFER AGENCY AND FUND ACCOUNTING SERVICES. Delaware Service Company, Inc. ("DSC"), 2005 Market Street, Philadelphia, Pennsylvania 19103, an affiliate of DMC, acts as the administrator, shareholder servicing, dividend disbursing and transfer agent for each Fund, and for other mutual funds in the Delaware Investments Family of Funds. DSC also provides fund accounting services to each Fund. Those services include performing all functions related to calculating each Fund's net asset value and providing all financial reporting services, regulatory compliance testing and other related accounting services. For its transfer agency, shareholder services, fund accounting and administration services, DSC is paid fees by each Fund according to fee schedules that are the same for each retail Fund in the Delaware Investments Family of Funds. These fees are charged to each Fund on a pro rata basis based on assets. DISTRIBUTION SERVICES. Pursuant to underwriting agreements relating to each ofthe FundsDelaware Distributors, L.P. (the "Distributor"), 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for the Funds. The Distributor pays the expenses of the promotion and distribution of the Funds' shares, except for payments by the Funds on behalf of Class A Shares, Class B Shares and Class C Shares under their respective 12b-1 Plans. The Distributor also receives sales loads in connectiongiven above.How may I communicate with the
purchase and redemption of certain classes of shares. The Distributor is an indirect, wholly owned subsidiary of Delaware Management Holdings, Inc. and an affiliate of DMC. Pursuant to a contractual arrangement with the Distributor, Lincoln Financial Distributors, Inc. ("LFD"), 2001 Market Street, Philadelphia, Pennsylvania 19103, is primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. LFD is also an affiliate of the Distributor and DMC. COMMUNICATIONS TO THE BOARDSBoards?Shareholders who wish to communicate to the full Boards may address correspondence to
Walter P. Babich,Ann R. Leven, Coordinating Trustee for the Trusts, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103. Shareholders may also send correspondence to the Coordinating Trustee or any individual Trustee c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).19EXHIBITS TO COMBINED PROXY STATEMENT EXHIBIT Exhibit A - Aggregate Trustee Compensation from each Trust Exhibit B - Executive OfficersPRINCIPAL HOLDERS OF SHARES
As of July 31, 2009, the officers and Trustees of the Trusts,
Exhibit C - Formas a group, owned less than 1% ofAgreement and Planthe outstanding voting shares ofRedomestication between Voyageur Investment Trust and Delaware Investments Municipal Trust Exhibit D - A Comparisonany Fund or class thereof, except as noted in Appendix N.To the best knowledge of
Governing Documents and State Law Exhibit E - Audit Fee Information Exhibit F - Outstanding Sharesthe Trusts, as ofDecember 10, 2004 ExhibitJuly 31, 2009, no person, except as set forth in Appendix O, owned of record 5% or more of the outstanding shares of any class of any Fund. Except as noted in Appendix O, the Trusts have no knowledge of beneficial ownership.27
APPENDICES TO
PROXY STATEMENTAPPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT
APPENDIX B - TRUSTEES OF THE TRUSTS
APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS
APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
APPENDIX F — TRUSTEE COMPENSATION
APPENDIX G – AUDITOR INFORMATION
APPENDIX H -
Principal Holders of Shares as of December 10, 2004 20EXHIBITPRE-APPROVAL POLICIES AND PROCEDURESAPPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTS
APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEES
APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATES
APPENDIX L – TRUSTEES AND OFFICERS OF DMC
APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING AS OF JULY 31, 2009
APPENDIX N — 1% SHARE OWNERSHIP
APPENDIX O — 5% SHARE OWNERSHIP
28
APPENDIX A
AGGREGATE TRUSTEE COMPENSATION FROM EACH TRUST– TRUSTS AND SERIES USING THIS PROXY STATEMENT
TRUSTEES(1) ------------------------------------------------------------------------------- WALTER P. JOHN H. JOHN A. ANTHONY ANN R. THOMAS F. JANET L. TRUST BABICH(2) DURHAM(2) FRY(3) D. KNERR LEVEN MADISON YEOMANS - ----- ------- ------- -------- ------- ------- ------- -------Trust Funds Delaware Group Adviser Funds.................... $ 2,717 $ 2,524 $ 2,720 $ 2,746 $ 2,919 $ 2,775 $ 2,775FundsDelaware Diversified Income Fund Delaware U.S. Growth Fund Delaware Group Cash Reserve..................... $ 3,588 $ 3,299 $ 3,495 $ 3,532 $ 3,740 $ 3,537 $ 3,537ReserveDelaware Cash Reserve Fund Delaware Group Equity Funds I................... $ 2,318 $ 2,135 $ 2,331 $ 2,353 $ 2,534 $ 2,416 $ 2,416IDelaware Mid Cap Value Fund Delaware Group Equity Funds II.................. $ 9,450 $ 8,602 $ 8,798 $ 8,907 $ 9,280 $ 8,679 $ 8,679IIDelaware Large Cap Value Fund Delaware Value®Fund Delaware Group Equity Funds III................. $ 9,476 $ 8,606 $ 8,802 $ 8,912 $ 9,297 $ 8,692 $ 8,692IIIDelaware American Services Fund Delaware Small Cap Growth Fund Delaware Trend®Fund Delaware Group Equity Funds IV.................. $ 3,610 $ 3,313 $ 3,510 $ 3,547 $ 3,758 $ 3,553 $ 3,553IVDelaware Global Real Estate Securities Fund Delaware Growth Opportunities Fund Delaware Healthcare Fund Delaware Group Equity Funds V................... $ 3,410 $ 3,147 $ 3,343 $ 3,377 $ 3,572 $ 3,381 $ 3,381VDelaware Dividend Income Fund Delaware Small Cap Core Fund Delaware Small Cap Value Fund Delaware Group Foundation Funds................. $ 1,455 $ 1,364 $ 1,560 $ 1,571 $ 1,721 $ 1,663 $ 1,663FundsDelaware Foundation Equity Fund Delaware Aggressive Allocation Portfolio1 Delaware Conservative Allocation Portfolio2 Delaware Moderate Allocation Portfolio3 Delaware Group Global & International Funds..... $ 3,766 $ 3,478 $ 3,675 $ 3,713 $ 3,912 $ 3,697 $ 3,697FundsDelaware Emerging Markets Fund Delaware Focus Global Growth Fund Delaware Global Value Fund Delaware International Value Equity Fund Delaware Group Government Fund.................. $ 1,643 $ 1,530 $ 1,727 $ 1,740 $ 1,897 $ 1,826 $ 1,826FundDelaware Core Plus Bond Fund Delaware Inflation Protected Bond Fund Delaware Group Income Funds..................... $ 4,431 $ 4,061 $ 4,257 $ 4,304 $ 4,535 $ 4,274 $ 4,274FundsDelaware Corporate Bond Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Group Limited-Term Government Funds.............................. $ 2,487 $ 2,294 $ 2,491 $ 2,514 $ 2,695 $ 2,567 $ 2,567FundsDelaware Limited-Term Diversified Income Fund Delaware Group State Tax-Free Income Trust.................................. $ 4,030 $ 3,692 $ 3,889 $ 3,931 $ 4,155 $ 3,921 $ 3,921TrustDelaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free Fund.................... $ 4,017 $ 3,684 $ 3,881 $ 3,923 $ 4,144 $ 3,911 $ 3,911FundDelaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund.............. $ 719 $ 698 $ 895 $ 896 $ 1,025 $ 1,016 $ 1,016FundDelaware Tax-Free Money Fund Delaware Pooled Trust........................... $14,876 $13,595 $ 13,791 $13,963 $14,432 $13,464 $13,464®TrustDelaware REIT Fund (also known as The Real Estate Investment Trust Portfolio) Voyageur Insured Funds.......................... $ 2,730 $ 2,516 None(3) $ 2,739 $ 2,925 $ 2,780 $ 2,780FundsDelaware Tax-Free Arizona Fund Voyageur Intermediate Tax Free Funds............ $ 942 $ 900 None(3) $ 1,101 $ 1,236 $ 1,212 $ 1,212 Voyageur Investment Trust....................... $ 1,907 $ 1,771 None(3) $ 1,984 $ 2,148 $ 2,058 $ 2,058FundsDelaware Tax-Free Minnesota Intermediate Fund Voyageur Mutual Funds........................... $ 2,302 $ 2,129 None(3) $ 2,347 $ 2,521 $ 2,404 $ 2,404FundsDelaware Minnesota High-Yield Municipal Bond Fund Delaware National High-Yield Municipal Bond Fund Delaware Tax-Free California Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free New York Fund Voyageur Mutual Funds II........................ $ 2,230 $ 2,063 None(3) $ 2,280 $ 2,453 $ 2,341 $ 2,341IIDelaware Tax-Free Colorado Fund Voyageur Mutual Funds III....................... $ 3,987 $ 3,637 None(3) $ 3,876 $ 4,109 $ 3,877 $ 3,877IIIDelaware Large Cap Core Fund Delaware Select Growth Fund Voyageur Tax Free Funds......................... $ 2,565 $ 2,369 None(3) $ 2,590 $ 2,770 $ 2,636 $ 2,636FundsDelaware Tax-Free Minnesota Fund - --------------- (1) Mr. Driscoll does
1 On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund. 2 On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. 3 On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. A-1
APPENDIX B - TRUSTEES OF THE TRUSTS Number of Portfolios Name, Address, and Position(s) Held Length of Time Principal Occupation(s) During in Fund Complex Other Directorships Birth Date with the Trusts Served Past 5 Years Overseen by Trustee Held by Trustee Interested Trustee Patrick P. Coyne1 Chairman, Chairman and Patrick P. Coyne has served in 81 Director — Kaydon 2005 Market Street President, Chief Trustee since various executive capacities at Corp. Philadelphia, PA 19103 Executive Officer, August 16, different times at Delaware and Trustee 2006 Investments.2 April 1963 President and Chief Executive Officer since August 1, 2006 Number of Portfolios Name, Address, and Position(s) Held Length of Time Principal Occupation(s) During in Fund Complex Other Directorships Birth Date with the Trusts Served Past 5 Years Overseen by Trustee Held by Trustee Independent Trustees Thomas L. Bennett Trustee Since March Private Investor — 81 Director — Bryn 2005 Market Street 2005 (March 2004 – Present) Mawr Bank Corp. Philadelphia, PA (BMTC) 19103 Investment Manager — (April 2007 – Morgan Stanley & Co. Present) October 1947 (January 1984 – March 2004) B-1
John A. Fry Trustee Since January President — 81 Director — 2005 Market Street 2001 Franklin & Marshall College Community Health Philadelphia, PA (June 2002 – Present) Systems 19103 Executive Vice President — May 1960 University of Pennsylvania (April 1995 – June 2002) Anthony D. Knerr Trustee Since April Founder and Managing Director 81 None 2005 Market Street 1990 — Anthony Knerr & Associates Philadelphia, PA (Strategic Consulting) 19103 (1990 – Present) December 1938 Lucinda S. Landreth Trustee Since March Chief Investment Officer — 81 None 2005 Market Street 2005 Assurant, Inc. Philadelphia, PA (Insurance) 19103 (2002 – 2004) June 1947 Ann R. Leven Coordinating Since October Consultant — 81 Director and Audit 2005 Market Street Trustee 1989 ARL Associates Committee Chair — Philadelphia, PA (Financial Planning) Systemax Inc. 19103 (1983 – Present) November 1940 Thomas F. Madison Trustee Since May President and Chief Executive 81 Director and Chair 2005 Market Street 19973 Officer — MLM Partners, Inc. of Compensation Philadelphia, PA (Small Business Investing & Committee, 19103 Consulting) Governance (January 1993 – Present) Committee Member February 1936 — CenterPoint Energy Lead Director and Chair of Audit and Governance Committees, Member of Compensation Committee — Digital River Inc. Director and Chair of Governance Committee, Audit Committee Member — Rimage Corporation Director and Chair of Compensation Committee — Spanlink Communications Lead Director and Member Compensation and Governance Committees – Valmont Industries, Inc. B-2
Janet L. Yeomans Trustee Since April Vice President and Treasurer 81 None 2005 Market Street 1999 (January 2006 – Present), Philadelphia, PA Vice President — Mergers & 19103 Acquisitions (January 2003 – January 2006), July 1948 and Vice President (July 1995 – January 2003) 3M Corporation J. Richard Zecher Trustee Since March Founder — 81 Director and Audit 2005 Market Street 2005 Investor Analytics Committee Member Philadelphia, PA (Risk Management) — 19103 (May 1999 – Present) Investor Analytics July 1940 Founder — Sutton Asset Management (Hedge Fund) (September 1996 – Present)
1 Mr. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC. 2 Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including DMC, the Funds’ principal underwriter, and the Funds’ transfer agent. 3 In 1997, several funds managed by Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into the Delaware Investments®Family of Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 until 1997. B-3
APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS Number of Portfolios Name, Address, and Position(s) Held Length of Principal Occupation(s) During in Fund Complex Other Directorships Birth Date with the Trusts Time Served Past 5 Years Overseen by Officer Held by Officer Patrick P. Coyne Chairman, Chairman and Patrick P. Coyne has served in 81 Director — Kaydon 2005 Market Street President, Chief Trustee since various executive capacities at Corp. Philadelphia, PA Executive Officer, August 16, different times at Delaware 19103 and Trustee 2006 Investments.1 April 1963 President and Chief Executive Officer since August 1, 2006 David F. Connor Vice President, Vice President David F. Connor has served as 81 None2 2005 Market Street Deputy General since Vice President and Deputy Philadelphia, PA Counsel, and September General Counsel at Delaware 19103 Secretary 2000 and Investments since 2000. Secretary since December 1963 October 2005 Daniel V. Geatens Vice President and Treasurer since Daniel V. Geatens has served in 81 None2 2005 Market Street Treasurer October 2007 various capacities at different Philadelphia, PA times at Delaware Investments. 19103 October 1972 David P. O’Connor Senior Vice Senior Vice David P. O’Connor has served in 81 None2 2005 Market Street President, General President, various executive and legal Philadelphia, PA Counsel, and Chief General capacities at different times at 19103 Legal Officer Counsel, and Delaware Investments. Chief Legal February 1966 Officer since October 2005 Richard Salus Senior Vice Chief Financial Richard Salus has served in 81 None2 2005 Market Street President and Officer since various executive capacities at Philadelphia, PA Chief Financial November different times at Delaware 19103 Officer 2006 Investments. October 1963 C-1
1 Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including DMC, the Funds’ principal underwriter, and the Funds’ transfer agent. 2 David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in capacities for the six portfolios of the Optimum Fund Trust that are virtually identical to the capacities in which they serve for the Funds, as set forth above. The Optimum Fund Trust has the same investment manager, principal underwriter, and transfer agent as the Funds. C-2
APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
DELAWARE INVESTMENTS FAMILY OF FUNDS
Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee (the “Committee”) shall be composed of not
receiveless 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 anycompensation fromnational securities exchange on which any fund of theTrusts. Compensation information for Messrs. BennettDelaware Investments Family of Funds (each a “Fund”) is listed, andZecherthe Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson andMs. Landreth is not applicable because such nominees were notmembers of the Committee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.Board Nominations
1. Independent Directors/Trustees.Independent Directors/Trustees for the open and closed- end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers. 2. Chair of the Board.The Committee shall nominate the Chair of the Board. 3. Committees.The Committee shall annually review the membership of and annually recommend persons to serve as members of each committee of the Board. The Committee shall also review the continued appropriateness of existing committees and consider the addition of new committees. The Committee shall also make recommendations for members of any new committee established by the Board. D-1
4. Affiliated Directors/ Trustees.The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board. 5. Shareholder Recommendations.The Committee shall respond to shareholders who communicate with the Board. 6. Board Composition.The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. Corporate Governance
1. The Committee shall evaluate annually the ability to each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as required based on the Committee’s evaluation. 2. The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues. 3. At least annually, the Committee shall review the amount of compensation payable to the independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure. 4. The Committee shall monitor the performance of counsel for the independent Directors/Trustees. 5. The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees. Other Powers and Responsibilities
1. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). 2. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees. 3. The Committee shall review annually the Board of Directors/Trustees Policies and Practices. D-2
4. The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy. 5. The Committee shall perform such other functions that shall be delegated to it from time to time by the Board. D-3
APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
The following tableshowsthe dollar range of
anyshares 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 June 30, 2009.
Fund Thomas L.
BennettPatrick P.
CoyneJohn A. Fry Anthony D.
KnerrLucinda S.
LandrethAnn R. Leven Thomas F.
MadisonJanet L.
YeomansJ. Richard
ZecherDelaware Foundation®Equity Fund - - - - - - - - - Delaware Aggressive Allocation Portfolio1 - - - - - - - - - Delaware American Services Fund $10,001 - - - - - $50,000 - - - - Delaware Cash Reserve Fund $50,000 - Over $100,000 $10,001 - - $100,000 - $50,000 - - - - Delaware Conservative Allocation Portfolio2 - - - - - - - - - Delaware Core Plus Bond Fund - $10,001 - - - - - - - - $50,000 Delaware Corporate Bond Fund - - - - - - - - - Delaware Diversified Income Fund $10,001 - $10,001 - - $50,000 - - $50,000 - - - - Delaware Dividend Income Fund - - - - - $10,001 - $1 - $10,001 - - $50,000 Delaware Emerging Markets Fund - - - - - - $1 - $10,001 $10,001 - - $50,000 Delaware Extended Duration Bond Fund $10,001 - - $50,000 - - - - - - - Delaware Focus Global Growth Fund - - - - - - - - - Delaware Global Real Estate Securities Fund - - - - - - - - - Delaware Global Value Fund - - - - $1 - $10,001 - - - - Delaware Growth Opportunities Fund - - - - - - - - - Delaware Healthcare Fund - - - - - - - - - Delaware High-Yield Opportunities Fund - - - - - - - - - Delaware Inflation Protected Bond Fund - - - - - - - - - Delaware International Value Equity Fund $50,000 - $10,001 - - $100,000 - - - $50,000 $1 - $10,001 - - Delaware Large Cap Core Fund - - - - - - - - - Delaware Large Cap Value Fund $10,001 - $50,000 - $10,001 - $50,000 - $50,000 $100,000 Over $100,000 - $50,000 $100,000 $1 - $10,001 - - Delaware Limited-Term Diversified Income Fund - Over $100,000 - - - - - - - E-1
Delaware Mid Cap Value Fund - - - - - - - - - Delaware Minnesota High-Yield Municipal Bond Fund - - - - - - - - - Delaware Moderate Allocation Portfolio3 $10,001 - $1 - $10,001 - $50,000 - - - - - - Delaware National High-Yield Municipal Bond Fund - - - - - - - - - Delaware REIT Fund (also known as The Real Estate Investment - $10,001 - $1 - $10,001 - - - $1 - $10,001 - - Trust Portfolio) $50,000 Delaware Select Growth Fund $10,001 - $10,001 - $1 - $10,001 $10,001 - - - - $50,000 - $50,000 $50,000 - Delaware Small Cap Core Fund $10,001 - - - - - $50,000 - - - - Delaware Small Cap Growth Fund - - - - - - - - - Delaware Small Cap Value Fund $50,000 - $1 - $10,001 $1 - $10,001 $10,001 - - $100,000 - $50,000 - - - Delaware Tax-Free Arizona Fund - - - - - - - - - Delaware Tax-Free California Fund - - - - - - - - - Delaware Tax-Free Colorado Fund - - - - - - - - - Delaware Tax-Free Idaho Fund - - - - - - - - - Delaware Tax-Free Minnesota Fund - - - - - - - - - Delaware Tax-Free Minnesota Intermediate Fund - - - - - - - - - Delaware Tax-Free Money Fund - Over $100,000 - - - - - - - Delaware Tax-Free New York Fund - - - - - - - - - Delaware Tax-Free Pennsylvania Fund - - - - - - - - - Delaware Tax-Free USA Fund - - - - - - - - - Delaware Tax-Free USA Intermediate Fund - - - - - - - - - Delaware Trend®Fund - - - - - - - - - Delaware U.S. Growth Fund - - - - - - - - - Delaware Value®Fund - - - - - - - - - TOTAL: $10,001 - Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $10,001 - Over $100,000 $10,001 - $50,000 $50,000 $50,000
1 On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund. 2 On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. 3 On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. E-2
APPENDIX F — TRUSTEE COMPENSATION
The following table describes the aggregate compensation received by the Trustees from each Trust and the aggregate compensation received from the Delaware Investments®Funds for which he or
any other investment company in the Fund Complexshe served as a Trustee for the 12-month period endedOctober 31, 2004. (2) Messrs. Babich and Durham have announced their intention to retireJune 30, 2009. Only the Independent Trustees received compensation from the Trust.
Trust Thomas L. John A. Anthony D. Lucinda S. Ann R. Thomas F. Janet L. J. Richard Bennett Fry Knerr Landreth Leven Madison Yeomans Zecher Delaware Group Adviser®Funds $39,430 $33,839 $37,907 $34,772 $44,904 $38,304 $33,159 $35,323 Delaware Group Cash Reserve $4,600 $3,950 $4,426 $4,064 $5,246 $4,473 $3,876 $4,122 Delaware Group Equity Funds I $1,409 $1,234 $1,063 $1,182 $1,101 $1,207 $1,061 $1,102 Delaware Group Equity Funds II $9,968 $8,569 $9,594 $8,838 $11,397 $9,748 $8,475 $8,957 Delaware Group Equity Funds III $5,289 $4,546 $5,075 $4,704 $6,047 $5,167 $4,524 $4,756 Delaware Group Equity Funds IV $2,155 $1,854 $2,073 $1,914 $2,465 $2,106 $1,836 $1,938 Delaware Group Equity Funds V $7,545 $6,482 $7,246 $6,696 $8,618 $7,368 $6,429 $6,776 Delaware Group Foundation Funds $1,644 $1,411 $1,592 $1,443 $1,877 $1,600 $1,369 $1,481 Delaware Group Global & International Funds $8,992 $7,728 $8,634 $7,995 $10,289 $8,805 $7,700 $8,091 Delaware Group Government Fund $2,144 $1,849 $2,070 $1,899 $2,452 $2,091 $1,810 $1,928 Delaware Group Income Funds $9,618 $8,235 $9,230 $8,457 $10,932 $9,337 $8,073 $8,604 Delaware Group Limited-Term Government Funds $3,235 $2,794 $3,145 $2,852 $3,708 $3,157 $2,699 $2,918 Delaware Group State Tax-Free Income Trust $4,619 $3,957 $4,431 $4,067 $5,250 $4,477 $3,877 $4,129 Delaware Group Tax-Free Fund $9,079 $7,780 $8,719 $7,987 $10,323 $8,805 $7,610 $8,118 Delaware Group Tax-Free Money Fund $164 $139 $156 $143 $184 $157 $136 $145 Delaware Pooled Trust $29,434 $25,305 $28,273 $26,154 $33,638 $28,771 $25,133 $26,450 Voyageur Insured Funds $1,198 $1,027 $1,150 $1,056 $1,363 $1,162 $1,008 $1,072 Voyageur Intermediate Tax-Free Funds $663 $569 $638 $583 $754 $643 $555 $593 Voyageur Mutual Funds $3,731 $3,201 $3,582 $3,289 $4,244 $3,619 $3,137 $3,338 Voyageur Mutual Funds II $2,205 $1,889 $2,115 $1,941 $2,506 $2,137 $1,851 $1,971 Voyageur Mutual Funds III $1,834 $1,581 $1,771 $1,631 $2,104 $1,798 $1,563 $1,654 Voyageur Tax Free Funds $5,549 $4,759 $5,330 $4,890 $6,314 $5,383 $4,660 $4,965 TOTAL – 12-month period ended June 30, 2009 $195,000 $167,500 $187,500 $172,500 $222,500 $190,000 $165,000 $175,000 F-1
APPENDIX G – AUDITOR INFORMATION
The following table shows, for each Trust:
Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.
Non-Audit Fees.The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under “Audit Fees.”
Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y for tax compliance, tax advice and tax planning.
Affiliate Audit-Related Fees.The aggregate fees billed by E&Y for services relating to the performance of the audit of the financial statements of DMC and other service providers under common control with DMC and that relate directly to the operations or financial reporting of the Trusts.
Aggregate Non-Audit Fees.The aggregate non-audit fees billed by E&Y for services rendered to the Trusts and to DMC and other service providers under common control with DMC.
Trust Audit
FeesTax
Fees1Affiliate
Audit-
Related FeesAggregate
Non-Audit
FeesDelaware Group Adviser Funds 10/31/08 $174,400 $72,465 $19,074 $324,467 10/31/07 $117,000 $46,900 $19,074 $301,262 Delaware Group Cash Reserve 3/31/09 $27,000 $9,150 $19,074 $261,152 3/31/08 $23,800 $8,650 $19,074 $263,012 Delaware Group Equity Funds I 10/31/08 $25,700 $6,300 $19,074 $258,302 10/31/07 $17,100 $5,350 $19,074 $259,712 Delaware Group Equity Funds II 11/30/08 $91,800 $34,300 $19,074 $288,302 11/30/07 $86,100 $35,600 $19,074 $289,962 Delaware Group Equity Funds III 6/30/09 $49,100 $14,950 $19,074 $264,064 6/30/08 $64,700 $20,550 $19,074 $274,912 Delaware Group Equity Funds IV 9/30/08 $40,900 $10,350 $19,074 $262,352 9/30/07 $40,500 $13,800 $19,074 $268,162 Delaware Group Equity Funds V 11/30/08 $93,200 $32,650 $19,074 $286,652 11/30/07 $89,800 $34,650 $19,074 $289,012
1 Except as otherwise noted, these tax-related services were the review of income tax returns and review of annual excise distribution calculations. G-1
Trust Audit
FeesTax
Fees1Affiliate
Audit-
Related FeesAggregate
Non-Audit
FeesDelaware Group Foundation Funds 9/30/08 $49,000 $14,380 $19,074 $266,382 9/30/07 $32,700 $7,250 $19,074 $261,612 Delaware Group Global & International Funds 11/30/08 $94,100 $44,490 $19,074 $298,492 11/30/07 $96,400 $47,485 $19,074 $301,847 Delaware Group Government Fund 7/31/09 $26,600 $6,700 $19,074 $258,702 7/31/08 $23,600 $5,700 $19,074 $260,062 Delaware Group Income Funds 7/31/08 $80,700 $25,000 $19,074 $277,002 7/31/07 $79,200 $26,700 $19,074 $281,062 Delaware Group Limited-Term Government Funds 12/31/08 $17,200 $4,950 $19,074 $258,952 12/31/07 $15,900 $4,750 $19,074 $259,112 Delaware Group State Tax-Free Income Trust 2/28/09 $28,000 $9,550 $19,074 $261,552 2/29/08 $26,900 $10,050 $19,074 $264,412 Delaware Group Tax-Free Fund 8/31/08 $54,600 $18,500 $19,074 $270,502 8/31/07 $62,400 $22,200 $13,400 $270,888 Delaware Group Tax-Free Money Fund 4/30/09 $9,900 $1,950 $19,074 $253,952 4/30/08 $10,000 $1,950 $19,074 $256,312 Delaware Pooled Trust 10/31/08 $372,800 $147,505 $19,074 $399,507 10/31/07 $368,500 $129,520 $19,074 $383,882 Voyageur Insured Funds 8/31/08 $14,300 $3,750 $19,074 $255,752 8/31/07 $14,000 $3,950 $13,400 $252,638 Voyageur Intermediate Tax-Free Funds 8/31/08 $11,500 $2,550 $19,074 $254,552 8/31/07 $11,000 $2,450 $13,400 $251,138 Voyageur Mutual Funds 8/31/08 $61,700 $14,650 $19,074 $266,652 8/31/07 $60,200 $14,850 $13,400 $263,538 Voyageur Mutual Funds II 8/31/08 $18,200 $5,450 $19,074 $257,452 8/31/07 $17,900 $5,750 $13,400 $254,438 Voyageur Mutual Funds III 4/30/09 $29,400 $7,900 $19,074 $259,902 4/30/08 $30,600 $9,000 $19,074 $263,362 Voyageur Tax-Free Funds 8/31/08 $31,300 $10,950 $19,074 $262,952 8/31/07 $45,700 $14,650 $13,400 $263,338 G-2
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 SERVICESI.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 Fund Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).
B.Fund-related services provided to Adviser entities.
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The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser” is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as “Adviser entities”) for purposes of these Procedures.
The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund-Related Adviser Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).
C.Certain other services provided to Adviser entities.
The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees.
III.Internal Controls
The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees
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that are required to be disclosed annually in compliance with Independence Standards Board No. 1.
The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above.
IV.Pre-Approval Process
Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows:
- a brief written request shall be prepared detailing the proposed engagement withexplanation 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’ ChiefFinancial Officer and Chief Legal Officer;
- if time reasonably permits, the request shall be included in the meeting materials for theupcoming Audit Committee meeting when the Committee will consider the proposedengagement and approve or deny the request;
- should the request require more immediate action, the written request should be e-mailed,faxed or otherwise delivered to the Audit Committee Chairperson, with copies to theFunds’ Chief Financial Officer and Chief Legal Officer, followed by a telephone call tothe Chairperson of the Audit Committee. The Chairperson of the Audit Committee mayapprove or deny the request on behalf of the Audit Committee, or, in the Chairperson’sdiscretion, determine to call a special meeting of the Audit Committee for the purpose ofconsidering the proposal. Should the Chairperson of the Audit Committee beunavailable, any other member of the Audit Committee may serve as an alternate for thepurpose of approving or denying the request.
V.Scope of Procedures
These Procedures shall apply to both direct and indirect engagements of the Auditors. Indirect engagements are situations where the Auditors are engaged by a service provider to a Fund or Adviser entity at an Adviser entity’s explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity).
VI.Periodic Certification by Auditors
In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures.
VII.Amendments; Annual Approval by Audit Committee
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These Procedures may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the Auditors and DMC. These Procedures shall be reviewed and approved at least annually by the Audit Committee. Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of
the Meeting and therefore are not standing for re-election. (3) In addition to this compensation, for the 12-month period ended on October 31, 2004, Mr. Fry received $8,827 in professional fees from the Voyageur Funds for services proviced to the Voyageur Funds' Boards. A-1EXHIBIT B EXECUTIVE OFFICERS OF THE TRUSTS JOSEPH H. HASTINGS (AGE 55) Executive Vice President/Interim Chief Financial Officer/Treasurer/Controller of the Trusts and of the other investment companies within Delaware Investments, and of Delaware Management Holdings, Inc., DMH Corp., Delaware Investments U.S., Inc., DIAL Holding Company, Inc., Delaware Management Company, Inc.such approval.Initially Approved: December 15, 2005 Last Approved: November 20, 2008
ANNEX I-A - Pre-Approved Fund Services
Service Range of Fees Audit Services Statutory audits or financial audits for new Funds up to $25,000 per Fund Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund up to $10,000 per Fund offerings, consents), and assistance in responding to SEC comment letters Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting up to $25,000 in the aggregate bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”) Audit-Related Services Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting up to $25,000 in the aggregate bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”) 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 up to $25,000 in the aggregate compliance function, etc.) U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) up to $5,000 per Fund Review of federal, state, local and international income, franchise and other tax returns up to $5,000 per Fund ANNEX I-B - Pre-Approved Fund-Related Adviser Services
Service Range of Fees Non-Audit Services Services associated with periodic reports and other documents filed with the SEC and up to $10,000 in the aggregate assistance in responding to SEC comment letters ANNEX II - Adviser Entities
Delaware Management Business Trust; Delaware Distributors, L.P.; Lincoln Financial Distributors, Inc.; Delaware Service Company, Inc.; Retirement Financial Services, Inc.
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APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTS
AGREEMENT, made by and between[NAME OF INVESTMENT COMPANY], a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust
Delaware Management Company, Delaware Lincoln Cash Management, Delaware Lincoln Investment Advisersthat is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and,Delaware Capital Management (eachtogether with other series of shares listed on such Exhibit, the “Funds”), andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management BusinessTrust), Delaware Service Company, Inc., Lincoln National Investment Companies, Inc., LNC Administrative Services Corporation and Delaware General Management, Inc.; Executive Vice President/Chief Financial Officer/Treasurer/Director of Delaware ManagementTrust,Company; Executive Vice President/Chief Financial Officer of Retirement Financial Services, Inc.; Executive Vice President/Interim Chief Financial Officer/ Controller of Delaware Investment Advisers (a series of Delaware Management Business Trust); Executive Vice President/Interim Chief Financial Officer of Delaware International Holdings Ltd.; and Executive Vice President of Delaware Distributors, Inc. and Delaware Distributors, L.P. During the past five years, Mr. Hastings has served in various executive capacities at different times within Delaware Investments. RICHELLE S. MAESTRO (AGE 47) Executive Vice President/General Counsel/ Secretary of the Trusts and of the other investment companies within Delaware Investments, and of Delaware Management Company, Inc., Delaware Investment Advisers, Delaware Lincoln Cash Management, and Delaware Capital Management (each a series of Delaware Management Business Trust); Executive Vice President/General Counsel/Secretary and Director/Trustee of Delaware Management Holdings, Inc., DMH Corp., DIAL Holding Company, Inc., Delaware Investments U.S., Inc., Delaware General Management, Inc., Delaware Management Company, Inc., Delaware Service Company, Inc., Delaware Distributors, Inc., Retirement Financial Services, Inc., Lincoln National Investment Companies, Inc., and LNC Administrative Services Corporation; Executive President/Deputy General Counsel/Director of Delaware International Holdings Ltd.; Senior Vice President/General Counsel/Secretary and Director/Trustee of Delaware Management Business Trust and Delaware Distributors, L.P.; Senior Vice President/General Counsel/Secretary of Delaware Management Trust Company; and Vice President/General Counsel of Lincoln National Convertible Securities Fund, Inc. and Lincoln National Income Fund, Inc. During the past five years, Ms. Maestro has served in various executive capacities at different times within Delaware Investments. MICHAEL P. BISHOF (AGE 42) Senior Vice President/Investment Accounting of the Trusts and of the other investment companies within Delaware Investments, and of Delaware Management Company and Delaware Capital Management (each a series of Delaware Management Business Trust) and Delaware Distributors, L.P.; Senior Vice President/Treasurer/Investment Accounting of Delaware Investment Advisers (a series of Delaware Management Business Trust); Senior Vice President/ Manager of Investment Accounting of Delaware International Advisers Ltd.; and Chief Financial Officer of Lincoln National Convertible Securities Fund, Inc. and Lincoln National Income Fund, Inc. During the past five years, Mr. Bishof has served in various executive capacities at different times within Delaware Investments. B-1EXHIBIT C FORM OF AGREEMENT AND PLAN OF REDOMESTICATION BETWEEN VOYAGEUR INVESTMENT TRUST AND DELAWARE INVESTMENTS MUNICIPAL TRUST This Agreement and Plan of Reorganization ("AGREEMENT") is made as of this ___ day of ___________, 2005 by and between DELAWARE INVESTMENTS MUNICIPAL TRUST,a Delaware statutory trust (the"DELAWARE TRUST"“Investment Manager”),.WITNESSETH:
WHEREAS, the Trust has been organized and
VOYAGEUR INVESTMENT TRUST, a Massachusetts business trust (the "MASSACHUSETTS TRUST") (the Delaware Trust and the Massachusetts Trusts are hereinafter collectively referred tooperates asthe "TRUSTS"). In consideration of the mutual promises contained herein, and intending to be legally bound, the Trusts hereto agree as follows: 1. PLAN OF REORGANIZATION. (a) Upon satisfaction of the conditions precedent described in Section 3 hereof, the Massachusetts Trust will convey, transfer and deliver to the Delaware Trust at the closing provided for in Section 2 hereof (hereinafter referred to as the "CLOSING") all of the then-existing assets allocated to each of the Massachusetts Trust's five series of shares to the corresponding series of shares of the Delaware Trust. In consideration thereof, the Delaware Trust agrees at the Closing to: (i) assume and pay when due, to the extent that there exist Massachusetts Trust obligations and liabilities on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), all of such obligations and liabilities, whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any, such obligations and liabilities allocated to each class of shares of each series of the Massachusetts Trust to become the obligations and liabilities of the corresponding class of shares and series of the Delaware Trust; (ii) adopt as its own the Massachusetts Trust's Notification of Registration on Form N-8A ("FORM N-8A") for purposes ofan investment company registered under the Investment Company Act of 1940, as amended("(the “1940 Act”);WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities;
WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940,
ACT"as amended (the “Advisers Act”); (iii) file, as an investment adviser and engages in the business of providing investment management services; andWHEREAS, the Trust, on behalf of each Fund, and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provide investment management services to each Fund.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. The Trust hereby employs the Investment Manager to manage the investment and reinvestment of each Fund’s assets and to administer its investment affairs,subject to the direction of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent of the Trust or the Funds. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Fund’s investments as the Investment Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities.
2. The Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including
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issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting, and financial administration fees; taxes; federal and state registration fees; and other costs and expenses approved by the Board of Trustees. Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family of funds (including the Trust). Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the
U.S.rules of the Securities and Exchange Commission (the"COMMISSION"“SEC”)an amendmentand Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares.(b) Notwithstanding the provisions of subparagraph (a) above and subject to such
Form N-8A pursuant to Section 8(a)policies and procedures as may be adopted by the Board of Trustees and officers of the1940 Act;Trust, the Investment Manager may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and(iv) deliver,research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager exercises investment discretion.4. As compensation for the investment services to be rendered to a particular Fund by the Investment Manager under the provisions of this Agreement, the Trust shall pay monthly to the Investment Manager exclusively from that Fund’s assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with
paragraph (b)the fee schedule applicable to that Fund as set forth in Exhibit A hereto.If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.
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5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Trust under the provisions of this
Section 1, fullAgreement are not to be deemed to be exclusive. The Investment Manager, its trustees, officers, employees, agents andfractional sharesshareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust or to any other investment company, corporation, association, firm or individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.7. It is understood and agreed that so long as the Investment Manager and/or its investment advisory affiliates shall continue to serve as the Trust’s investment adviser, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates may have the right permanently to adopt and to use the words “Delaware,” “Delaware Investments” or “Delaware Group” in their names and in the names of
beneficial interest, without par value, of the Delaware Trust of eachany series or class of shares of such funds.8. In the
five separate seriesabsence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of theDelawareperformance of its duties as the Investment Manager to the Trust,denominatedthe Investment Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise.9. (a) This Agreement shall be executed and become effective as
Delaware Tax-Free California Insuredof the date written below, and shall become effective with respect to a particular FundDelaware Tax-Free Floridaas of the effective date set forth in Exhibit A for that Fund,Delaware Tax-Free Florida Insured Fund, Delaware Tax-Free Missouri Insuredonly if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund andDelaware Tax-Free Oregon Insuredmay be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of that Fund(hereinafter individuallyandcollectively referred to as "SERIES OF THE DELAWARE TRUST"only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party (“Independent Trustees”),equalcast innumberperson at a meeting called for the purpose of voting on such approval.(b) This Agreement (and Exhibit A hereto) may be amended without the approval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Trust, on behalf of the applicable Fund, and the Investment Manager.
(c) This Agreement may be terminated as to any Fund by the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the
number of full and fractional shares of beneficial interest, without par value,Investment Manager of thecorresponding classTrust’s intention to do so, pursuant to action by the Board ofsharesTrustees of theMassachusetts Trust's five separate series bearing substantiallyTrust or pursuant to thesame name and class structure as the corresponding Seriesvote of a majority of theDelawareoutstanding voting securities of the affected Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice toI-3
the Trust
(hereinafter individuallyof its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease andcollectively referredterminate as of the date of such termination, except for any obligation toas "SERIES OF THE MASSACHUSETTS TRUST") outstanding immediatelyrespond for a breach of this Agreement committed prior to such termination, and except for theEffective Dateobligation of theReorganization. The reorganization contemplated hereby is intendedTrust toqualify aspay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment.10. This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto.
11. For the purposes of this Agreement, (i) the terms “vote of a
reorganization withinmajority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaningof Section 368 ofascribed to them in theInternal Revenue Code of 1986, as amended ("CODE"). The Massachusetts Trust shall distribute1940 Act, and (ii) references to theshareholders of each class of shares of each Series of the Massachusetts Trust the shares of the corresponding class of sharesSEC andSeries of the Delaware Trust in accordance with this Agreement and the resolutions of the Massachusetts Trust's Board Trustees authorizing the transactions contemplated by this Agreement. (b) In order to effect the delivery of the shares of the Series of the Delaware Trust described in Section 1(a)(iv) hereof, the Delaware Trust will establish an open account for each shareholder of each class of shares of each Series of the Massachusetts Trust and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding class of shares and Series of the Delaware Trust equal to the number of full and fractional shares of beneficial interest such shareholder holds in that corresponding class of shares and Series of the Massachusetts Trust at the close of regular trading on the New York Stock Exchange, Inc. ("NYSE") on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of each Series of the Delaware Trust will be carried to the third decimal place. At the close of regular trading on the NYSE on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each class of shares of each Series of the Delaware TrustFINRA shall be deemed to include any successor regulators.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
the samesigned by their duly authorized officers asthe net asset value per shareof thecorresponding class___ day ofshares and Series_________, ____.
DELAWARE MANAGEMENT COMPANY, a series of
the Massachusetts Trust. On the Effective Date of the Reorganization, each certificate representing shares of the Series of the Massachusetts Trust will be deemed to represent the same number and the corresponding class of shares and Series of the Delaware Trust. Simultaneously with the crediting of shares of the corresponding class and Series of theDelaware Management Business Trust[NAME OF INVESTMENT COMPANY] on behalf of the Funds listed on Exhibit A
By By Name Name Title Title I-4
EXHIBIT A
THIS EXHIBIT to the
shareholders of record of the Series of the Massachusetts Trust, the shares of the Series of the Massachusetts Trust held by such shareholders shall be cancelled. Shareholders of each Series of the Massachusetts Trust will have the right to deliver their share certificates of that Series of the Massachusetts Trust in exchange for share certificates of shares of the corresponding class and C-1DELAWARE [FUND NAME]and Series of the Delaware Trust. However, a shareholder need not deliver such certificates to the Delaware Trust unless the shareholder so desires. (c) As soon as practicable after the Effective Date of the Reorganization, the Massachusetts Trust shall take all necessary actions to effect a complete dissolution of the Massachusetts Trust under Massachusetts law. (d) The expenses of entering into and carrying out this Agreement will be borne by the Massachusetts Trust. 2. CLOSING AND EFFECTIVE DATE OF THE REORGANIZATION. The Closing shall consist of: (i) the conveyance, transfer and delivery of the Massachusetts Trust's assets to the Delaware Trust, in exchange for the assumption and payment, when due, by the Delaware Trust of the Massachusetts Trust's obligations and liabilities; (ii) the adoption by the Delaware Trust as its own of the Massachusetts Trust's Form N-8A for purposes of the 1940 Act; (iii) the filing with the Commission of an amendment to such Form N-8A pursuant to Section 8(a) of the 1940 Act containing such amendments to the Form N-8A as are determined by the Delaware Trust's Board of Trustees to be necessary and appropriate as a result of the transactions contemplated by this Agreement; and (iv) the issuance and delivery of the Delaware Trust's shares, all in accordance with Section 1 hereof, together with related acts necessary to consummate such transactions. The Closing shall occur either on (a) the business day immediately following the later of the receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Massachusetts Trust at which this Agreement is considered and approved, or (b) such later date as the Trusts may mutually agree ("EFFECTIVE DATE OF THE REORGANIZATION"). 3. CONDITIONS PRECEDENT. The obligations of the Massachusetts Trust and the Delaware Trust to effectuate the transactions hereunder shall be subject to the satisfaction of each of the following conditions: (a) Such authority and orders from the Commission and state securities commissions as may be necessary to permit the Trusts to carry out the transactions contemplated by this Agreement shall have been received; (b) (i) One or more post-effective amendments to the Massachusetts Trust's Registration Statement on Form N-1A ("REGISTRATION STATEMENT") under the Securities Act of 1933, as amended, and the 1940 Act, containing such amendments to such Registration Statement as are determined under the supervision of the Massachusetts Trust's Board of Trustees to be necessary and appropriate as a result of this Agreement, shall have been filed with the Commission; (ii) the Delaware Trust shall have adopted as its own such Registration Statement, as so amended; and (iii) the most recent post-effective amendment or amendments to the Massachusetts Trust's Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (other than any such stop order, proceeding or threatened proceeding which shall have been withdrawn or terminated); (c) Each party shall have received an opinion of Stradley Ronon Stevens & Young, LLP ("SRS&Y"), to the effect that, assuming the reorganization contemplated hereby is carried out in accordance with this Agreement, the laws of the State of Delaware and the Commonwealth of Massachusetts, and in accordance with customary representations provided by the Trusts in a certificate or certificates delivered to SRS&Y, the reorganization contemplated by this Agreement qualifies as a "reorganization" under Section 368 of the Code, and thus will not give rise to the recognition of income, gain or loss for federal income tax purposes to the Massachusetts Trust, the Delaware Trust or the shareholders of the Massachusetts Trust or the Delaware Trust; (d) The Massachusetts Trust shall have received an opinion of SRS&Y, dated the Effective Date of the Reorganization, addressed to and in form and substance reasonably satisfactory to the Massachusetts Trust, to the effect that: (i) the Delaware Trust is a statutory trust duly formed and in good standing under the laws of the State of Delaware; (ii) this Agreement and the transactions contemplated thereby and the execution and delivery of this Agreement have been duly authorized and approved by all requisite trust action of the Delaware Trust and this Agreement has been duly executed and delivered by the Delaware Trust and is a legal, valid and binding agreement of the Delaware Trust; and (iii) the shares of the Delaware Trust to be issued in the reorganization have been duly authorized and, upon issuance thereof in accordance with this Agreement, will have been validly issued and fully paid and will be nonassessable by the Delaware Trust; (e) The Delaware Trust shall have received the opinion of SRS&Y, dated the Effective Date of the Reorganization, addressed to and in form and substance reasonably satisfactory to the Delaware Trust, to the effect that: (i) the Massachusetts Trust is C-2validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (ii) the Massachusetts Trust is an open-end investment company of the management type registered under the 1940 Act; and (iii) this Agreement and the transactions contemplated hereby and the execution and delivery of this Agreement have been duly authorized and approved by all requisite trust action of the Massachusetts Trust and this Agreement has been duly executed and delivered by the Massachusetts Trust and is a legal, valid and binding agreement of the Massachusetts Trust; (f) The shares of each Series of the Delaware Trust to be delivered under this Agreement shall be eligible for sale with each state commission, agency or jurisdiction with which such eligibility is required in order to permit shares of each Series of the Delaware Trust lawfully to be delivered to each shareholder of the corresponding Series of the Massachusetts Trust on the Effective Date of the Reorganization; (g) This Agreement and the transactions contemplated hereby shall have been duly approved by the appropriate action of the Massachusetts Trust's Board of Trustees and the shareholders of each Series of the Massachusetts Trust; (h) The shareholders of each Series of the Massachusetts Trust shall have approved the transactions contemplated by this Agreement, which approval is deemed to be approval to direct the Massachusetts Trust to vote, and the Massachusetts Trust shall have voted, as sole shareholder of each Series of the Delaware Trust, to: (1) Elect as trustees of the Delaware Trust the following individuals: Thomas L. Bennett, Jude T. Driscoll, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans and J. Richard Zecher; and (2) Approve anInvestment Management Agreement betweenDMCtheDELAWARE MANAGEMENT COMPANY,a series of Delaware Management Business Truston behalf of each Series of the Delaware Trust, which is substantially identical to the then-current Investment Management Agreement between DMC and the Massachusetts Trust on behalf of each Series of the Massachusetts Trust; (i) The Delaware Trust's Board of Trustees shall have duly adopted and approved this Agreement and the transactions contemplated hereby and shall have taken the following actions by unanimous consent or, where required, at a meeting duly called for such purposes: (1) Approval of the Investment Management Agreement described in paragraph (h)(2) of this Section 3 on behalf of each Series of the Delaware Trust; (2) Approval of a Distribution Agreement between Delaware Distributors, L.P. and the Delaware Trust on behalf of each Series of the Delaware Trust; (3) Approval of Second Amended and Restated Financial Intermediary Distribution Agreement dated August 21, 2003 between Delaware Distributors, L.P. and Lincoln Financial Distributors, Inc. on behalf of the Delaware Trust; (4) Approval of a Form of Dealer Agreement between Delaware Distributors, L.P. and securities dealers, dated January 2001, as amended, on behalf of each Series of the Delaware Trust; (5) Approval and adoption pursuant to Rule 18f-3 under the 1940 Act of a Multiple Class Plan for the Delaware Trust on behalf of its Series of the Delaware Trust for Class A, Class B, and Class C shares; (6) Approval, creation and designation of Class A, Class B and Class C, shares for the Series of the Delaware Trust; (7) Approval and adoption pursuant to Rule 12b-1 under the 1940 Act of a Class A Distribution Plan, Class B Distribution Plan and Class C Distribution Plan for Series of the Delaware Trust; (8) Approval of a Shareholder Services Agreement between Delaware Service Company, Inc. and the Delaware Trust, on behalf of each Series of the Delaware Trust; (9) Approval of a Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Trust; (10) Approval of the assignment to the Delaware Trust of the Massachusetts Trust's (i) Amended and Restated Mutual Fund Custody and Services Agreement dated May 16, 2002, as amended on November 28, 2003, between Mellon Bank, N.A. and the Massachusetts Trust; C-3(11) Selection of Ernst & Young LLP as the Delaware Trust's independent registered public accounting firm for the fiscal year ending August 31, 2005; (12) Authorization of the issuance by the Delaware Trust, prior to the Effective Date of the Reorganization, of one share of beneficial interest of each class of each Series of the Delaware Trust to the Massachusetts Trust in consideration for the payment of $1.00 for each such share for the purpose of enabling the Massachusetts Trust to vote on the matters referred to in paragraph (h) of this Section 3; (13) Submission of the matters referred to in paragraph (h) of this Section 3 to the Massachusetts Trust as sole shareholder of each class of each Series of the Delaware Trust; and (14) Authorization of the issuance and delivery by the Delaware Trust of shares of each Series of the Delaware Trust on the Effective Date of the Reorganization and the assumption by the Series of the Delaware Trust of the obligations and liabilities of the corresponding Series of the Massachusetts Trust in exchange for the assets of the corresponding Series of the Massachusetts Trust pursuant to the terms and provisions of this Agreement. At any time prior to the Closing, any of the foregoing conditions may be waived or amended, or any additional terms and conditions may be fixed, by the Massachusetts Trust's Board of Trustees or the Delaware Trust's Board of Trustees, if, in the judgment of such Board, such waiver, amendment, term or condition will not affect in a materially adverse way the benefits intended to be accorded to its shareholders under this Agreement. 4. DISSOLUTION OF THE MASSACHUSETTS TRUST. Promptly following the consummation of the distribution of the shares of each Series of the Delaware Trust to holders of the shares of the corresponding class and Series of the Massachusetts Trust under this Agreement, the officers of the Massachusetts Trust shall take all steps necessary under Massachusetts law to dissolve its trust status, including publication of any necessary notices to creditors, receipt of any necessary pre-dissolution clearances from the Commonwealth of Massachusetts, and filing a Termination of Trust with the Office of the Secretary of State of the Commonwealth of Massachusetts. 5. TERMINATION. The Massachusetts Trust's Board of Trustees may terminate this Agreement and abandon the reorganization contemplated hereby, notwithstanding approval thereof by the shareholders of the Series of the Massachusetts Trust, at any time prior to the Effective Date of the Reorganization if, in the judgment of such Board, the facts and circumstances make proceeding with this Agreement inadvisable. 6. ENTIRE AGREEMENT. This Agreement embodies the entire agreement between the Trusts and there are no agreements, understandings, restrictions or warranties among the Trusts other than those set forth herein or herein provided for. 7. FURTHER ASSURANCES. The Massachusetts Trust and the Delaware Trust shall take such further action as may be necessary or desirable and proper to consummate the transactions contemplated hereby. 8. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 9. GOVERNING LAW. This Agreement and the transactions contemplated hereby shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. C-4IN WITNESS WHEREOF, the Delaware Trust and the Massachusetts Trust have each caused this Agreement and Plan of Reorganization to be executed on its behalf by a Vice President and attested by its Secretary or an Assistant Secretary, all(the “Investment Manager”), entered into as of the ___ day of __________, _____ (the “Agreement”) lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund andyear first-above written.the date on which the Agreement became effective for each Fund.
VOYAGEUR INVESTMENT TRUST (a Massachusetts business trust) Attest: ____________________________ By: ____________________________ Name: Name: Title: Title: DELAWARE INVESTMENTS MUNICIPAL TRUST (aManagement Fee Schedule (as a Fund Name (Trust Name) Effective Date percentage of average daily net assets) Annual Rate 0.55% on first $500 million Delaware statutory trust) Attest: ____________________________ By: ____________________________ Name: Name: Title: Title:C-5EXHIBIT D A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW
Diversified Income Fund _______, 200__ 0.50% on next $500 million (Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------GOVERNING A DELAWARE STATUTORY TRUST (A "DST") IS FORMED BY A MASSACHUSETTS BUSINESS TRUST (AN "MBT") IS DOCUMENTS/ A GOVERNING INSTRUMENT AND THE FILING OF A CREATED BY FILING A DECLARATION OF TRUST WITH THE GOVERNING BODY CERTIFICATE OF TRUST WITH THE DELAWARE SECRETARY SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS AND OF STATE. THE DELAWARE LAW GOVERNING A DST IS WITH THE CLERK OF EVERY CITY OR TOWN IN REFERRED TO IN THIS COMPARISON AS THE "DELAWARE MASSACHUSETTS WHERE THE TRUST HAS A USUAL PLACE OF ACT." BUSINESS. A DST IS AN UNINCORPORATED ASSOCIATION ORGANIZED AN MBT IS AN UNINCORPORATED ASSOCIATION ORGANIZED UNDER THE DELAWARE ACT WHOSE OPERATIONS ARE UNDER THE MASSACHUSETTS STATUTE GOVERNING BUSINESS GOVERNED BY ITS GOVERNING INSTRUMENT (WHICH MAY TRUSTS (THE "MASSACHUSETTS STATUTE") AND IS CONSIST OF ONE OR MORE INSTRUMENTS). ITS BUSINESS CONSIDERED TO BE A HYBRID, HAVING CHARACTERISTICS AND AFFAIRS ARE MANAGED BY OR UNDER THE DIRECTION OF BOTH CORPORATIONS AND COMMON LAW TRUSTS. AN OF ONE OR MORE TRUSTEES (REFERRED TO HEREIN AS THE MBT'S OPERATIONS ARE GOVERNED BY A TRUST "TRUSTEES" OR THE "BOARD"). INSTRUMENT AND BY-LAWS. THE BUSINESS AND AFFAIRS OF AN MBT ARE MANAGED BY OR UNDER THE DIRECTION OF A BOARD OF TRUSTEES. IF A DST IS A REGISTERED INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"), SUCH DST IS NOT REQUIRED TO HAVE A TRUSTEE WHO IS A RESIDENT OF DELAWARE OR WHO HAS A PRINCIPAL PLACE OF BUSINESS IN DELAWARE; PROVIDED THAT NOTICE THAT THE DST IS SUCH A REGISTERED INVESTMENT COMPANY IS SET FORTH IN THE DST'S CERTIFICATE OF TRUST AND THE DST HAS A REGISTERED OFFICE AND A REGISTERED AGENT FOR SERVICE OF PROCESS IN DELAWARE. THE GOVERNING INSTRUMENT FOR DELAWARE INVESTMENTS THE GOVERNING INSTRUMENT FOR THE MBT, VOYAGEUR MUNICIPAL TRUST (THE "DE TRUST"), A DST, IS INVESTMENT TRUST (THE "TRUST"), IS COMPRISED OF AN COMPRISED OF AN AGREEMENT AND DECLARATION OF TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF (THE "DE DECLARATION") AND BY-LAWS (THE "DE TRUST (THE "MA DECLARATION") AND AMENDED AND BY-LAWS"). THE DE TRUST'S GOVERNING BODY IS THE RESTATED BY-LAWS (THE "MA BY-LAWS"). THE TRUST'S BOARD. GOVERNING BODY IS A BOARD OF TRUSTEES (REFERRED TO HEREIN AS THE "TRUSTEES" OR "THE BOARD"). EACH TRUSTEE OF THE DE TRUST HOLDS OFFICE FOR THE EACH TRUSTEE SHALL SERVE DURING THE CONTINUED LIFETIME OF THE DE TRUST OR UNTIL SUCH TRUSTEE'S LIFETIME OF THE TRUST UNTIL HE OR SHE DIES, EARLIER DEATH, RESIGNATION, HAVING BEEN DECLARED RESIGNS OR IS REMOVED (AS DESCRIBED BELOW), OR, IF BANKRUPT OR INCOMPETENT BY A COURT, REMOVAL, OR, SOONER, UNTIL THE NEXT MEETING OF SHAREHOLDERS IF SOONER THAN ANY SUCH EVENTS, UNTIL THE NEXT CALLED FOR THE PURPOSE OF ELECTING TRUSTEES AND MEETING OF SHAREHOLDERS CALLED FOR THE PURPOSE OF UNTIL THE ELECTION AND QUALIFICATION OF HIS OR HER ELECTING TRUSTEES AND UNTIL THE ELECTION AND SUCCESSOR. QUALIFICATION OF HIS OR HER SUCCESSOR.D-1
Group Adviser Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------DESIGNATION OF UNDER THE DELAWARE ACT, THE OWNERSHIP INTERESTS IN UNDER THE MASSACHUSETTS STATUTE, THE OWNERSHIP OWNERSHIP SHARES OR A DST ARE DENOMINATED AS "BENEFICIAL INTERESTS" INTERESTS IN AN MBT ARE DENOMINATED AS "BENEFICIAL INTERESTS AND ARE HELD BY "BENEFICIAL OWNERS." HOWEVER, INTERESTS" AND ARE HELD BY "BENEFICIAL OWNERS." THERE IS FLEXIBILITY AS TO HOW A GOVERNING HOWEVER, THERE IS FLEXIBILITY AS TO HOW A INSTRUMENT REFERS TO "BENEFICIAL INTERESTS" AND GOVERNING INSTRUMENT REFERS TO "BENEFICIAL "BENEFICIAL OWNERS" AND THE GOVERNING INSTRUMENT INTERESTS" AND "BENEFICIAL OWNERS" AND THE MAY IDENTIFY "BENEFICIAL INTERESTS" AND GOVERNING INSTRUMENT MAY IDENTIFY "BENEFICIAL "BENEFICIAL OWNERS" AS "SHARES" AND INTERESTS" AND "BENEFICIAL OWNERS" AS "SHARES" AND "SHAREHOLDERS," RESPECTIVELY. "SHAREHOLDERS," RESPECTIVELY. THE DE TRUST'S BENEFICIAL INTERESTS, WITHOUT PAR THE TRUST'S BENEFICIAL INTERESTS, WITHOUT PAR VALUE, ARE DESIGNATED AS "SHARES" AND ITS VALUE, ARE DESIGNATED AS "SHARES" AND ITS BENEFICIAL OWNERS ARE DESIGNATED AS BENEFICIAL OWNERS ARE DESIGNATED AS "SHAREHOLDERS." THIS COMPARISON WILL USE THE "SHAREHOLDERS." THIS COMPARISON WILL USE THE "SHARE" AND "SHAREHOLDER" TERMINOLOGY. "SHARE" AND "SHAREHOLDER" TERMINOLOGY. SERIES AND CLASSES UNDER THE DELAWARE ACT, THE GOVERNING INSTRUMENT THE MASSACHUSETTS STATUTE IS LARGELY SILENT AS TO MAY PROVIDE FOR CLASSES, GROUPS OR SERIES OF AN MBT'S ABILITY TO ISSUE ONE OR MORE SERIES OR SHARES, SHAREHOLDERS OR TRUSTEES, HAVING SUCH CLASSES OF BENEFICIAL INTERESTS OR ANY RELATIVE RIGHTS, POWERS AND DUTIES AS SET FORTH IN REQUIREMENTS FOR THE CREATION OF SUCH SERIES OR THE GOVERNING INSTRUMENT. SUCH CLASSES, GROUPS OR CLASSES, ALTHOUGH THE TRUST DOCUMENTS CREATING AN SERIES MAY BE CREATED IN THE DST'S GOVERNING MBT MAY PROVIDE METHODS OR AUTHORITY TO CREATE INSTRUMENT OR OTHERWISE IN THE MANNER PROVIDED IN SUCH SERIES OR CLASSES WITHOUT SEEKING SHAREHOLDER THE GOVERNING INSTRUMENT. NO STATE FILING IS APPROVAL. NECESSARY AND, UNLESS REQUIRED BY THE GOVERNING INSTRUMENT, SHAREHOLDER APPROVAL IS NOT NEEDED. EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT OF A DST, WHERE THE DST IS A REGISTERED INVESTMENT COMPANY UNDER THE 1940 ACT, ANY CLASS, GROUP OR SERIES OF SHARES ESTABLISHED BY THE GOVERNING INSTRUMENT SHALL BE A CLASS, GROUP OR SERIES PREFERRED AS TO DISTRIBUTIONS OR DIVIDENDS OVER ALL OTHER CLASSES, GROUPS OR SERIES WITH RESPECT TO ASSETS SPECIFICALLY ALLOCATED TO SUCH CLASS, GROUP OR SERIES AS CONTEMPLATED BY SECTION 18 (OR ANY AMENDMENT OR SUCCESSOR PROVISION) OF THE 1940 ACT AND ANY REGULATIONS ISSUED THEREUNDER. THE DE DECLARATION AUTHORIZES THE BOARD TO DIVIDE THE MA DECLARATION PROVIDES THAT THE BENEFICIAL THE DE TRUST'S SHARES INTO SEPARATE AND DISTINCT INTEREST IN THE TRUST SHALL AT ALL TIMES BE SERIES AND TO DIVIDE ANY SERIES INTO SEPARATE DIVIDED INTO AN UNLIMITED NUMBER OF SHARES, CLASSES OF SHARES AS PERMITTED BY THE DELAWARE WITHOUT PAR VALUE. SUBJECT TO THE PROVISIONS OF ACT. SUCH SERIES AND CLASSES WILL HAVE THE RIGHTS THE MA DECLARATION, EACH SHARE SHALL HAVE THE AND PREFERENCES SET FORTH IN THE DE DECLARATION VOTING RIGHTS, SHALL BE ENTITLED TO RECEIVE UNLESS OTHERWISE PROVIDED IN RESOLUTIONS OF THE DIVIDENDS, WHEN AND DECLARED WITH RESPECT BOARD WITH RESPECT TO SUCH SERIES OR CLASS. THE THERETO. NO SHARES SHALL HAVE ANY PRIORITY OR BOARD MAY CLASSIFY OR RECLASSIFY ANY UNISSUED PREFERENCE OVER ANY OTHER SHARE OF THE SAME SERIES SHARES OR ANY SHARES OF THE DE TRUST OR ANY SERIES OR CLASS WITH RESPECT TO DIVIDENDS OR OR CLASS, THAT WERE PREVIOUSLY ISSUED AND ARE DISTRIBUTIONS UPON TERMINATION OF THE TRUST OR OF REACQUIRED, INTO ONE OR MORE SERIES OR CLASSES SUCH SERIES OR CLASS MADE PURSUANT TO THE MA THAT MAY BE ESTABLISHED AND DESIGNATED FROM TIME DECLARATION. THE TRUSTEES MAY FROM TIME TO TIME TO TIME. THE TRUSTEES MAY FROM TIME TO TIME DIVIDE OR COMBINE THE SHARES OF ANY PARTICULAR DIVIDE OR COMBINE THE SHARES OF ANY PARTICULAR SERIES OR CLASS INTO A GREATER OR LESSER NUMBER OF SERIES INTO A GREATER OR LESSER NUMBER OF SHARES SHARES OF THAT SERIES OR CLASS WITHOUT CHANGING OF THAT SERIES SO LONG AS SUCH DIVISION OR THE PROPORTIONATE BENEFICIAL INTEREST OF THE COMBINATION DOES NOT MATERIALLY CHANGE THE SHARES OF THAT SERIES OR CLASS IN THE ASSETS PROPORTIONATE BENEFICIAL INTERESTS OF THE SHARES BELONGING TO THAT SERIES OR CLASS OR IN ANY WAY OF THAT SERIES IN THE ASSETS HELD WITH RESPECT TO AFFECTING THE RIGHTS OF SHARES OF ANY OTHER SERIES THAT SERIES OR MATERIALLY AFFECT THE RIGHTS OF OR CLASS. SHARES OF ANY OTHER SERIES.D-2
U.S. Growth Fund (Delaware _______, 200__ 0.60% on next $500 million Group Adviser Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.45% on first $500 million Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------THE DE DECLARATION PROVIDES THAT THE ESTABLISHMENT THE MA DECLARATION PROVIDES THAT THE ESTABLISHMENT AND DESIGNATION OF ANY SERIES OR CLASS SHALL BE AND DESIGNATION OF ANY SERIES OR CLASS OF SHARES, EFFECTIVE, WITHOUT THE REQUIREMENT OF SHAREHOLDER IN ADDITION TO THE SERIES ESTABLISHED AND APPROVAL, UPON THE ADOPTION OF A RESOLUTION BY A DESIGNATED IN THE MA DECLARATION, SHALL BE MAJORITY OF THE THEN BOARD OF TRUSTEES, WHICH EFFECTIVE UPON (I) THE EXECUTION BY A MAJORITY OF RESOLUTION SHALL SET FORTH SUCH ESTABLISHMENT AND THE THEN TRUSTEES OF AN INSTRUMENT SETTING FORTH DESIGNATION AND MAY PROVIDE, TO THE EXTENT SUCH ESTABLISHMENT AND DESIGNATION AND THE PERMITTED BY THE DELAWARE ACT, FOR RIGHTS AND RELATIVE RIGHTS AND PREFERENCES OF SUCH SERIES OR PREFERENCES OF SUCH SERIES OR CLASS (INCLUDING CLASS, (II) UPON THE EXECUTION OF AN INSTRUMENT IN VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES WRITING BY AN OFFICER OF THE TRUST PURSUANT TO THE AS BETWEEN THE DIFFERENT SERIES AND CLASSES) VOTE OF A MAJORITY OF THE TRUSTEES, OR (III) AS OTHERWISE THAN AS PROVIDED IN THE DE DECLARATION. OTHERWISE PROVIDED IN SUCH INSTRUMENT. EACH INSTRUMENT ESTABLISHING AND DESIGNATING ANY SERIES NOTWITHSTANDING ANY OTHER PROVISIONS OF THE DE SHALL HAVE THE STATUS OF AN AMENDMENT TO THE MA DECLARATION, THE BOARD HAS THE POWER TO AMEND THE DECLARATION. DE DECLARATION AT ANY TIME, IN ITS SOLE DISCRETION, WITHOUT SHAREHOLDER ACTION, TO ADD, DELETE OR MODIFY ANY PROVISIONS RELATING TO THE SHARES; PROVIDED, THAT BEFORE ADOPTING ANY SUCH AMENDMENT WITHOUT SHAREHOLDER APPROVAL, THE BOARD DETERMINES THAT IT IS CONSISTENT WITH THE FAIR AND EQUITABLE TREATMENT OF ALL SHAREHOLDERS AND THAT SHAREHOLDER APPROVAL IS NOT OTHERWISE REQUIRED BY THE 1940 ACT OR OTHER APPLICABLE LAW. IF SHARES HAVE BEEN ISSUED, SHAREHOLDER APPROVAL IS REQUIRED FOR ANY AMENDMENTS TO THE DE DECLARATION THAT WOULD MATERIALLY ADVERSELY AFFECT THE RIGHTS AND PREFERENCES OF THE SHARES OF ANY SERIES OR CLASS ALREADY ISSUED; PROVIDED THAT, IF THE BOARD DETERMINES THAT THE DE TRUST SHOULD NO LONGER BE OPERATED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT, THE BOARD MAY ADOPT SUCH AMENDMENTS TO THE DE DECLARATION TO DELETE THOSE TERMS THE BOARD IDENTIFIES AS BEING REQUIRED BY THE 1940 ACT. THE BOARD HAS APPROVED RESOLUTIONS THAT, TOGETHER WITH THE DE DECLARATION AND THE DE BY-LAWS, PROVIDE THE SHAREHOLDERS OF EACH SERIES AND CLASS OF THE DE TRUST WITH RIGHTS AND PREFERENCES THAT ARE SIMILAR IN MANY RESPECTS TO THOSE OF THE SHAREHOLDERS OF THE CORRESPONDING SERIES AND CLASS OF THE TRUST.D-3
Cash Reserve Fund (Delaware 0.40% on next $500 million Group Cash Reserve) _______, 200__ 0.35% on next $1.5 billion 0.30% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Statutory Trust Massachusetts Business Trust ----------------------------------------------------- --------------------------------------------------AssetsMid Cap Value Fund (Delaware_______, 200__ 0.70% on next $500 million Group Equity Funds I) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Large Cap Value Fund _______, 200__ 0.60% on next $500 million (Delaware Group Equity Funds II) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Value Fund (Delaware Group _______, 200__ 0.60% on next $500 million Equity Funds II) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware American Services Fund _______, 200__ 0.70% on next $500 million (Delaware Group Equity Funds III) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 1.00% on first $250 million Delaware Small Cap Growth Fund _______, 200__ 0.90% on next $250 million (Delaware Group Equity Funds III) 0.75% on assets in excess of $500 million 0.75% on first $500 million Delaware Trend Fund (Delaware Group _______, 200__ 0.70% on next $500 million Equity Funds III) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.99% on first $100 million Delaware Global Real Estate Securities _______, 200__ 0.90% on next $150 million Fund (Delaware Group Equity Funds IV) 0.80% on assets in excess of $250 million 0.75% on first $500 million Delaware Growth Opportunities Fund _______, 200__ 0.70% on next $500 million (Delaware Group Equity Funds IV) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion I-5
Management Fee Schedule (as a Fund Name (Trust Name) Effective Date percentage of average daily net assets) Annual Rate 0.85% on first $500 million Delaware Healthcare Fund (Delaware _______, 200__ 0.80% on next $500 million Group Equity Funds IV) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Dividend Income Fund _______, 200__ 0.60% on next $500 million (Delaware Group Equity Funds V) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Small Cap Core Fund (Delaware _______, 200__ 0.70% on next $500 million Group Equity Funds V) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Small Cap Value Fund _______, 200__ 0.70% on next $500 million (Delaware Group Equity Funds V) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Foundation Equity Fund _______, 200__ 0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Aggressive Allocation Portfolio _______, 200__ 0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Conservative Allocation 0.60% on next $500 million Portfolio (Delaware Group Foundation _______, 200__ 0.55% on next $1.5 billion Funds) 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Moderate Allocation Portfolio _______, 200__ 0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 1.25% on first $500 million Delaware Emerging Markets Fund 1.20% on next $500 million (Delaware Group Global and Liabilities AssetsInternational_______, 200__ 1.15% on next $1.5 billion Funds) 1.10% on assets in excess of $2.5 billion Delaware Focus Global Growth Fund 0.85% on first $500 million (Delaware Group Global and Liabilities THE DE DECLARATION ALSO PROVIDES THAT EACH SERIES THE MA DECLARATION PROVIDES THAT ALL CONSIDERATION OF THE DE TRUST SHALL BE SEPARATE AND DISTINCT RECEIVED BY THE TRUST FOR THE ISSUE OR SALE OF FROM ANY OTHER SERIES OF THE DE TRUST, AND EACH SHARES OF A PARTICULAR SERIES OR ANY CLASSES CLASS OF A SERIES SHALL BE SEPARATE AND DISTINCT THEREOF, TOGETHER WITH ALL ASSETS IN WHICH SUCH FROM ANY OTHER CLASS OF THE SERIES. THE DE TRUST CONSIDERATION IS INVESTED OR REINVESTED, ALL SHALL MAINTAIN SEPARATE AND DISTINCT RECORDS ON INCOME, EARNINGS, PROFITS AND PROCEEDS THEREOF, THE BOOKS OF THE DE TRUST FOR EACH SERIES. THE DE FROM WHATEVER SOURCE DERIVED, INCLUDING, WITHOUT TRUST SHALL HOLD AND ACCOUNT FOR THE ASSETS AND LIMITATION, ANY PROCEEDS DERIVED FROM THE SALE, LIABILITIES BELONGING TO ANY SUCH SERIES EXCHANGE OR LIQUIDATION OF SUCH ASSETS, AND ANY SEPARATELY FROM THE ASSETS AND LIABILITIES OF THE FUNDS OR PAYMENTS DERIVED FROM ANY REINVESTMENT OF DE TRUST OR ANY OTHER SERIES. SUCH PROCEEDS IN WHATEVER FORM THE SAME MAY BE, SHALL BE HELD BY THE TRUSTEES IN TRUST FOR THE ALL CONSIDERATION RECEIVED ON SALE OF SHARES OF A BENEFIT OF THE HOLDERS OF SHARES OF THAT SERIES OR PARTICULAR SERIES, TOGETHER WITH ALL ASSETS IN CLASS THEREOF, AND SHALL IRREVOCABLY BELONG TO WHICH SUCH CONSIDERATION IS INVESTED OR THAT SERIES (AND BE ALLOCABLE TO ANY CLASSES REINVESTED, ALL INCOME, EARNINGS, PROFITS, AND THEREOF) FOR ALL PURPOSES, SUBJECT ONLY TO THE PROCEEDS SHALL IRREVOCABLY BE HELD WITH RESPECT TO RIGHTS OF CREDITORS, AND SHALL BE SO RECORDED UPON THAT SERIES FOR ALL PURPOSES, SUBJECT ONLY TO THE THE BOOKS OF ACCOUNT OF THE TRUST. SUCH RIGHTS OF CREDITORS WITH RESPECT TO THAT SERIES, CONSIDERATION, ASSETS, INCOME, EARNINGS, PROFITS AND SHALL BE SO RECORDED UPON THE BOOKS OF ACCOUNT AND PROCEEDS, INCLUDING ANY PROCEEDS DERIVED FROM OF THE TRUST. SUCH CONSIDERATION, ASSETS, INCOME, THE SALE, EXCHANGE OR LIQUIDATION OF SUCH ASSETS, EARNINGS, PROFITS AND PROCEEDS, IN WHATEVER FORM AND ANY FUNDS OR PAYMENTS DERIVED FROM ANY THE SAME MAY BE, ARE REFERRED TO AS "ASSETS HELD REINVESTMENT OF SUCH PROCEEDS, IN WHATEVER FORM WITH RESPECT TO" THAT SERIES. THE SAME MAY BE, ARE REFERRED TO IN THE MA DECLARATION AND HEREIN AS "ASSETS BELONGING TO" THE ASSETS HELD WITH RESPECT TO EACH PARTICULAR THAT SERIES (AND ALLOCABLE TO ANY CLASSES SERIES SHALL BE CHARGED AGAINST THE LIABILITIES OF THEREOF). IN THE EVENT THAT THERE ARE ANY ASSETS, THE DE TRUST HELD WITH RESPECT TO THAT SERIES AND INCOME, EARNINGS, PROFITS, AND PROCEEDS THEREOF, ALL EXPENSES, COSTS, CHARGES AND RESERVES FUNDS, OR PAYMENTS WHICH ARE NOT READILY ATTRIBUTABLE TO THAT SERIES. THE LIABILITIES, IDENTIFIABLE AS BELONGING TO ANY PARTICULAR SERIES EXPENSES, COSTS, CHARGES, AND RESERVES SO CHARGED (COLLECTIVELY, "GENERAL ASSETS"), THE TRUSTEES TO A SERIES ARE REFERRED TO AS "LIABILITIES HELD SHALL ALLOCATE SUCH GENERAL ASSETS TO, BETWEEN OR WITH RESPECT TO" THAT SERIES. AMONG ANY ONE OR MORE OF THE SERIES ESTABLISHED AND DESIGNATED FROM TIME TO TIME IN SUCH MANNER THE BOARD IS AUTHORIZED TO CAUSE TO BE PAID OUT OF AND ON SUCH BASIS AS THE TRUSTEES, IN THEIR SOLE THE PRINCIPAL OR INCOME, OR PARTLY OUT OF THE DISCRETION, DEEM FAIR AND EQUITABLE AND ANY PRINCIPAL AND/OR INCOME, OF THE DE TRUST OR ANY GENERAL ASSETS SO ALLOCATED TO A PARTICULAR SERIES PARTICULAR SERIES OR CLASS, AND TO CHARGE OR SHALL BELONG TO THAT SERIES (AND BE ALLOCABLE TO ALLOCATE THE SAME TO, BETWEEN OR AMONG SUCH ONE OR ANY CLASSES THEREOF). EACH SUCH ALLOCATION BY THE MORE OF THE SERIES OR CLASSES, AS THE BOARD DEEMS TRUSTEES SHALL BE CONCLUSIVE AND BINDING UPON THE FAIR, ALL EXPENSES, FEES, CHARGES, TAXES AND SHAREHOLDERS OF ALL SERIES (INCLUDING ANY CLASSES LIABILITIES ARISING IN CONNECTION WITH THE THEREOF) FOR ALL PURPOSES. THE ASSETS BELONGING MAINTENANCE, OPERATION OR MANAGEMENT OF THE TRUST TO EACH PARTICULAR SERIES SHALL BE CHARGED WITH OR A PARTICULAR SERIES OR CLASS. IF ANY ASSETS OR THE LIABILITIES OF THE TRUST IN RESPECT TO THAT LIABILITIES ARE NOT READILY IDENTIFIABLE AS ASSETS SERIES, AND ALL EXPENSES, COSTS, CHARGES AND OR LIABILITIES HELD WITH RESPECT TO A PARTICULAR RESERVES ATTRIBUTABLE TO THAT SERIES AND ANY SERIES, THE BOARD SHALL ALLOCATE SUCH ASSETS OR GENERAL LIABILITIES OF THE TRUST WHICH ARE NOT LIABILITIES TO, BETWEEN OR AMONG ANY ONE OR MORE READILY IDENTIFIABLE AS BELONGING TO ANY OF THE SERIES IN SUCH MANNER AND ON SUCH BASIS AS PARTICULAR SERIES SHALL BE ALLOCATED AND CHARGED THE BOARD, IN ITS SOLE DISCRETION, DEEMS FAIR AND BY THE TRUSTEES TO AND AMONG ANY ONE OR MORE OF EQUITABLE. EACH SUCH ALLOCATION BY THE BOARD SHALL BE THE SERIES ESTABLISHED AND DESIGNATED FROM TIME TO CONCLUSIVE AND BINDING UPON THE SHAREHOLDERS OF TIME IN A MANNER AND ON SUCH BASIS AS THE TRUSTEES ALL SERIES FOR ALL PURPOSES. IN THEIR SOLE DISCRETION DEEM FAIR AND EQUITABLE. IN ADDITION, THE LIABILITIES IN RESPECT OF AD-4
International _______, 200__ 0.80% on next $500 million Funds) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion 0.85% on first $500 million Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------PARTICULAR CLASS OF SHARES OF A PARTICULAR SERIES AND ALL EXPENSES, COSTS, CHARGES AND RESERVES BELONGING TO THAT CLASS OF SHARES, AND ANY GENERAL LIABILITIES, EXPENSES, COSTS, CHARGES OR RESERVES OF THAT PARTICULAR SERIES WHICH ARE NOT READILY IDENTIFIABLE AS BELONGING TO ANY PARTICULAR CLASS OF SHARES OF THAT SERIES SHALL BE ALLOCATED AND CHARGED BY THE TRUSTEES TO AND AMONG ANY ONE OR MORE OF THE CLASSES OF SHARES OF THAT SERIES, ESTABLISHED AND DESIGNATED FROM TIME TO TIME IN SUCH MANNER AND ON SUCH BASIS AS THE TRUSTEES, IN THEIR SOLE DISCRETION, DEEM FAIR AND EQUITABLE. THE LIABILITIES, EXPENSES, COSTS, CHARGES, AND RESERVES SO CHARGED TO A SERIES OR CLASS THEREOF ARE REFERRED TO AS "LIABILITIES BELONGING TO" THAT SERIES OR CLASS THEREOF. EACH ALLOCATION OF LIABILITIES, EXPENSES, COSTS, CHARGES AND RESERVES BY THE TRUSTEES SHALL BE CONCLUSIVE AND BINDING UPON THE HOLDERS OF ALL SERIES (INCLUDING ANY CLASSES THEREOF) FOR ALL PURPOSES. ANY CREDITOR OF ANY SERIES MAY LOOK ONLY TO THE ASSETS OF THAT SERIES TO SATISFY SUCH CREDITOR'S DEBT. DividendsGlobal Value Fund (Delaware_______, 200__ 0.80% on next $500 million Group Global and Distributions DividendsInternational Funds)0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion Delaware International Value Equity Fund 0.85% on first $500 million (Delaware Group Global and Distributions THE DE DECLARATION PROVIDES THAT NO DIVIDEND OR DIVIDENDS AND DISTRIBUTIONS ON SHARES OF A DISTRIBUTION, INCLUDING, WITHOUT LIMITATION, ANY PARTICULAR SERIES OR ANY CLASS THEREOF MAY BE PAID DISTRIBUTION PAID UPON DISSOLUTION OF THE DE TRUST WITH SUCH FREQUENCY AS THE TRUSTEES MAY DETERMINE, OR OF ANY SERIES, NOR ANY REDEMPTION OF, THE WHICH MAY BE DAILY OR OTHERWISE PURSUANT TO A SHARES OF ANY SERIES OR CLASS OF SUCH SERIES SHALL STANDING RESOLUTION OR RESOLUTIONS ADOPTED ONLY BE EFFECTED BY THE DE TRUST OTHER THAN FROM THE ONCE OR WITH SUCH FREQUENCY AS THE TRUSTEES MAY ASSETS HELD WITH RESPECT TO SUCH SERIES, NOR, DETERMINE, TO THE HOLDERS OF SHARES OF THAT SERIES EXCEPT AS SPECIFICALLY PROVIDED IN THE DE OR CLASS, FROM SUCH OF THE INCOME AND CAPITAL DECLARATION, SHALL ANY SHAREHOLDER OF ANY GAINS, ACCRUED OR REALIZED, FROM THE ASSETS PARTICULAR SERIES OTHERWISE HAVE ANY RIGHT OR BELONGING TO THAT SERIES, OR IN THE CASE OF A CLAIM AGAINST THE ASSETS HELD WITH RESPECT TO ANY CLASS, BELONGING TO THAT SERIES AND ALLOCABLE TO OTHER SERIES OR THE DE TRUST GENERALLY, EXCEPT, IN THAT CLASS, AS THE TRUSTEES MAY DETERMINE, AFTER THE CASE OF A RIGHT OR CLAIM AGAINST THE ASSETS PROVIDING FOR ACTUAL AND ACCRUED LIABILITIES HELD WITH RESPECT TO ANY OTHER SERIES, TO THE BELONGING TO THAT SERIES OR CLASS. ALL DIVIDENDS EXTENT THAT SUCH SHAREHOLDER HAS SUCH A RIGHT OR AND DISTRIBUTIONS ON SHARES OF A PARTICULAR SERIES CLAIM UNDER THE DE DECLARATION AS A SHAREHOLDER OF OR CLASS IN PROPORTION TO THE NUMBER OF SHARES OF SUCH OTHER SERIES. THAT SERIES OR CLASS HELD BY SUCH HOLDERS AT THE DATE AND TIME OF RECORD ESTABLISHED FOR THE NO SHARE OF THE DE TRUST HAS ANY PRIORITY OR PAYMENT OF SUCH DIVIDENDS OR DISTRIBUTIONS, EXCEPT PREFERENCE OVER ANY OTHER SHARE OF THE SAME SERIES THAT IN CONNECTION WITH ANY DIVIDEND OR OR CLASS WITH RESPECT TO DIVIDENDS OR DISTRIBUTION PROGRAM OR PROCEDURE THE TRUSTEES MAY DISTRIBUTIONS PAID IN THE ORDINARY COURSE OF DETERMINE THAT NO DIVIDEND OR DISTRIBUTION SHALL BUSINESS OR DISTRIBUTIONS UPON DISSOLUTION OF THE BE PAYABLE ON SHARES AS TO WHICH THE SHAREHOLDER'S DE TRUST OR OF SUCH SERIES OR CLASS UNDER THE DE PURCHASE ORDER AND/OR PAYMENT HAVE NOT BEEN DECLARATION. ALL DIVIDENDS AND DISTRIBUTIONS WILL RECEIVED BY THE TIME OR TIMES ESTABLISHED BY THE BE MADE RATABLY AMONG ALL SHAREHOLDERS OF A TRUSTEES UNDER SUCH PROGRAM OR PROCEDURE. SUCH PARTICULAR CLASS OF SERIES FROM THE PROPERTY OF DIVIDENDS AND DISTRIBUTIONS MAY BE MADE IN CASH OR THE DE TRUST HELD WITH RESPECT TO SUCH SERIES SHARES OF THAT SERIES OR CLASS OR A COMBINATION ACCORDING TO THE NUMBER OF SHARES OF THE CLASS OF THEREOF AS DETERMINED BY THE TRUSTEES OR PURSUANT SUCH SERIES HELD OF RECORD BY SUCH SHAREHOLDERS ON TO ANY PROGRAM THAT THE TRUSTEES MAY HAVE IN THE RECORD DATE FOR THE DIVIDEND OR DISTRIBUTION. EFFECT AT THE TIME FOR THE ELECTION BY EACHD-5
International _______, 200__ 0.80% on next $500 million Funds) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Statutory Trust Massachusetts Business Trust ----------------------------------------------------- --------------------------------------------------THE BOARD HAS FULL DISCRETION, SUBJECT TO THE 1940 SHAREHOLDER OF THE MODE OR MAKING OF SUCH DIVIDEND ACT, TO DETERMINE WHICH ITEMS WILL BE TREATED AS OR DISTRIBUTION TO THAT SHAREHOLDER. ANY SUCH INCOME AND WHICH ITEMS AS CAPITAL; AND EACH SUCH DIVIDEND OR DISTRIBUTION PAID IN SHARES WILL BE DETERMINATION AND ALLOCATION IS CONCLUSIVE AND PAID AT THE NET ASSET VALUE THEREOF AS DETERMINED BINDING UPON THE SHAREHOLDERS. THE BOARD MAY IN ACCORDANCE WITH THE MA BY-LAWS. THE MA PRESCRIBE AND SET FORTH IN THE DE BY-LAWS OR A DECLARATION FURTHER PROVIDES THAT THE TRUSTEES RESOLUTION OF THE BOARD THE BASES AND TIME FOR SHALL HAVE FULL DISCRETION TO DETERMINE WHICH DETERMINING THE PER SHARE OR NET ASSET VALUE OF ITEMS SHALL BE TREATED AS INCOME AND WHICH ITEMS THE SHARES OF ANY SERIES OR NET INCOME AS CAPITAL; AND EACH SUCH DETERMINATION AND ATTRIBUTABLE TO THE SHARES OF ANY SERIES, OR THE ALLOCATION SHALL BE CONCLUSIVE AND BINDING ON THE DECLARATION AND PAYMENT OF DIVIDENDS AND SHAREHOLDERS. DISTRIBUTIONS ON THE SHARES OF ANY SERIES, AS THE BOARD DEEMS NECESSARY OR DESIRABLE. THE RIGHT OF SHAREHOLDERS TO RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON SHARES MAY BE SET FORTH IN A DISTRIBUTION PLAN ADOPTED BY THE BOARD AND AMENDED FROM TIME TO TIME PURSUANT TO RULE 18F-3 OF THE 1940 ACT. THE DE BY-LAWS PROVIDE THAT DIVIDENDS ON THE SHARES OF THE DE TRUST MAY BE DECLARED BY THE BOARD AT ANY REGULAR OR SPECIAL MEETING, PURSUANT TO APPLICABLE LAW, AND DIVIDENDS MAY BE PAID IN CASH, IN PROPERTY, OR IN SHARES OF THE DE TRUST. BEFORE PAYMENT OF ANY DIVIDEND THE BOARD MAY SET ASIDE OUT OF ANY FUNDS OF THE DE TRUST AVAILABLE FOR DIVIDENDS SUCH SUM OR SUMS AS THE BOARD THINK PROPER AS A RESERVE FUND TO MEET CONTINGENCIES, OR FOR EQUALIZING DIVIDENDS, OR FOR REPAIRING OR MAINTAINING ANY PROPERTY OF THE DE TRUST, OR FOR SUCH OTHER PURPOSE AS THE BOARD DEEMS TO BE IN THE BEST INTERESTS OF THE DE TRUST, AND MAY ABOLISH ANY SUCH RESERVE IN THE MANNER IN WHICH THE RESERVE WAS CREATED. AMENDMENTS TO THE DELAWARE ACT PROVIDES BROAD FLEXIBILITY AS TO THE MASSACHUSETTS STATUTE PROVIDES BROAD GOVERNING DOCUMENTS THE MANNER OF AMENDING AND/OR RESTATING THE FLEXIBILITY AS TO THE MANNER OF AMENDING OR GOVERNING INSTRUMENT OF A DST. AMENDMENTS TO THE RESTATING THE GOVERNING INSTRUMENT OF AN MBT. THE DE DECLARATION THAT DO NOT CHANGE THE INFORMATION MASSACHUSETTS STATUTE PROVIDES THAT THE TRUSTEES IN THE DST'S CERTIFICATE OF TRUST ARE NOT REQUIRED SHALL, WITHIN THIRTY (30) DAYS AFTER THE ADOPTION TO BE FILED WITH THE DELAWARE SECRETARY OF STATE. OF ANY AMENDMENT TO THE DECLARATION OF TRUST, FILE A COPY WITH THE SECRETARY OF THE COMMONWEALTH OF THE COMMONWEALTH OF MASSACHUSETTS AND WITH THE CLERK OF EVERY CITY OR TOWN IN MASSACHUSETTS WHERE THE TRUST HAS A USUAL PLACE OF BUSINESS. DeclarationCore Plus Bond Fund (Delaware_______, 200__ 0.50% on next $500 million Group Government Fund) 0.45% on next $1.5 billion 0.425% on assets in excess of Trust Declaration$2.5 billionI-6
Management Fee Schedule (as a Fund Name (Trust Name) Effective Date percentage of Trust THE DE DECLARATION MAY BE RESTATED AND/OR AMENDED THE MA DECLARATION MAY BE AMENDED AT ANY TIME BY AT ANY TIME BY A WRITTEN INSTRUMENT SIGNED BY A AN INSTRUMENT IN WRITING SIGNED BY A MAJORITY OF MAJORITY OF THE BOARD AND, IF REQUIRED, BY THE TRUSTEES WHEN AUTHORIZED TO DO SO BY A VOTE OF APPROVAL OF SUCH AMENDMENT BY THE SHAREHOLDERS, BY A MAJORITY OF THE SHARES ENTITLED TO VOTE, EXCEPT THE AFFIRMATIVE VOTE OF THE MAJORITY OF VOTES CAST THAT A SHAREHOLDER VOTE IS NOT REQUIRED FOR AT A SHAREHOLDERS' MEETING AT WHICH A QUORUM IS AMENDMENTS MADE TO ADD TO, DELETE, REPLACE OR PRESENT. NOTWITHSTANDING THE ABOVE, THE BOARD OTHERWISE MODIFY ANY PROVISIONS RELATING TO THE EXPRESSLY RESERVES THE RIGHT TO AMEND OR REPEAL SHARES CONTAINED IN THE MA DECLARATION FOR THE ANY PROVISIONS CONTAINED IN THE DE DECLARATION OF PURPOSE OF (I) RESPONDING TO OR COMPLYING WITH ANYD-6
average daily net assets) Annual Rate 0.45% on first $500 million Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------TRUST OR THE CERTIFICATE OF TRUST IN ACCORDANCE REGULATION, ORDERS, RULINGS OR INTERPRETATIONS OF WITH ITS POWERS TO ADD, DELETE OR MODIFY ANY ANY GOVERNMENTAL AGENCY OR ANY LAWS, NOW OR PROVISIONS RELATING TO SHARES, AS DESCRIBED ABOVE HEREAFTER APPLICABLE TO THE TRUST, PROVIDED THAT UNDER "SERIES AND CLASSES," AND ALL RIGHTS, BEFORE ADOPTING SUCH AN AMENDMENT WITHOUT CONTRACTUAL AND OTHERWISE, CONFERRED UPON SHAREHOLDER APPROVAL, THE TRUSTEES SHALL DETERMINE SHAREHOLDERS ARE GRANTED SUBJECT TO SUCH THAT IT IS CONSISTENT WITH THE FAIR AND EQUITABLE RESERVATION. TREATMENT OF ALL SHAREHOLDERS, (II) DESIGNATING AND ESTABLISHING SERIES OR CLASSES IN ADDITION TO THE SERIES OR CLASSES ESTABLISHED IN THE MA DECLARATION, (III) HAVING THE PURPOSE OF CHANGING THE NAME OF THE TRUST, OR (IV) FOR THE PURPOSE OF SUPPLYING ANY OMISSION, CURING ANY AMBIGUITY OR CURING, CORRECTING OR SUPPLEMENTING ANY DEFECTIVE OR INCONSISTENT PROVISION CONTAINED IN THE MA DECLARATION. By-Laws By-Laws THE DE BY-LAWS MAY BE RESTATED AND/OR AMENDED AT THE MA BY-LAWS MAY BE RESTATED AND/OR AMENDED AT ANY TIME, WITHOUT THE APPROVAL OF THE ANY TIME, WITHOUT THE APPROVAL OF THE SHAREHOLDERS, BY AN INSTRUMENT IN WRITING SIGNED SHAREHOLDERS, BY AN INSTRUMENT IN WRITING SIGNED BY, OR A RESOLUTION OF, A MAJORITY OF THE THEN BY, OR A RESOLUTION OF, A MAJORITY OF THE THEN BOARD. BOARD OF TRUSTEES. CertificateInflation Protected Bond Fund_______, 200__ 0.40% on next $500 million (Delaware Group Government Fund) 0.35% on next $1.5 billion 0.30% on assets in excess of Trust PURSUANT TO THE DE DECLARATION, THE CERTIFICATE OF TRUST MAY BE RESTATED AND/OR AMENDED BY A SIMILAR PROCEDURE TO THAT STATED ABOVE FOR AMENDMENTS AND/OR RESTATEMENTS OF THE DE DECLARATION. PREEMPTIVE RIGHTS UNDER THE DELAWARE ACT, A GOVERNING INSTRUMENT MAY THE MA STATUTE CONTAINS NO SPECIFIC PROVISION WITH AND REDEMPTION OF CONTAIN ANY PROVISION RELATING TO THE RIGHTS, RESPECT TO THE RIGHTS, DUTIES OR OBLIGATIONS OF SHARES DUTIES AND OBLIGATIONS OF THE SHAREHOLDERS. SHAREHOLDERS. UNLESS OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT, A SHAREHOLDER SHALL HAVE NO PREEMPTIVE RIGHT TO SUBSCRIBE TO ANY ADDITIONAL ISSUE OF SHARES OR ANOTHER INTEREST IN A DST. UNLESS OTHERWISE PROVIDED IN THE TRUST'S THE MA DECLARATION PROVIDES THAT SHAREHOLDERS PROSPECTUS, AS AMENDED FROM TIME TO TIME, THE DE SHALL HAVE NO PREEMPTIVE OR OTHER RIGHT TO DECLARATION PROVIDES THAT NO SHAREHOLDER SHALL SUBSCRIBE TO ANY ADDITIONAL SHARES OR OTHER HAVE THE PREEMPTIVE OR OTHER RIGHT TO SUBSCRIBE SECURITIES ISSUED BY THE TRUST. FOR NEW OR ADDITIONAL SHARES OR OTHER SECURITIES ISSUED BY THE DE TRUST OR ANY SERIES THEREOF. THE DE TRUST SHALL REDEEM ITS SHARES OFFERED BY THE MA DECLARATION PROVIDES THAT THE TRUST SHALL ANY SHAREHOLDER FOR REDEMPTION, UPON THE PURCHASE SUCH SHARES AS ARE OFFERED BY ANY PRESENTATION OF A PROPER DOCUMENT AND REDEMPTION SHAREHOLDER FOR REDEMPTION, UPON THE PRESENTATION REQUEST TO THE DE TRUST OR ITS DESIGNATED AGENT OR OF A PROPER INSTRUMENT OF TRANSFER TOGETHER WITH A UNDER ANY OTHER REDEMPTION PROCEDURES AS THE BOARD REQUEST DIRECTED TO THE TRUST OR A PERSON AUTHORIZES. THE DE TRUST WILL PAY THE NET ASSET DESIGNATED BY THE TRUST THAT THE TRUST PURCHASE VALUE FOR THE SHARES REDEEMED, PURSUANT TO THE DE SUCH SHARES OR IN ACCORDANCE WITH SUCH OTHER BY-LAWS AND APPLICABLE LAW. THE DE TRUST WILL PAY PROCEDURES FOR REDEMPTION AS THE TRUSTEES MAY FROMD-7
$2.5 billion 0.50% on first $500 million Delaware Statutory Trust Massachusetts Business Trust --------------------------------------------------- --------------------------------------------------THE SHAREHOLDER FOR THE REDEEMED SHARES WITHIN TIME TO TIME AUTHORIZE. THE TRUST WILL PAY THE SEVEN DAYS AFTER THE DATE THE REQUEST IS RECEIVED NET ASSET VALUE NEXT DETERMINED OF THE SHARES, IN IN PROPER FORM. THE DE TRUST IS NOT OBLIGATED TO ACCORDANCE WITH THE BYLAWS, THE 1940 ACT AND THE REDEEM SHARES AND THE BOARD MAY SUSPEND OR RULES OF THE SECURITIES AND EXCHANGE COMMISSION POSTPONE REDEMPTIONS OF SHARES WHEN THE NEW YORK (THE "COMMISSION"), SUBJECT TO ANY CONTINGENT STOCK EXCHANGE (THE "EXCHANGE") IS CLOSED FOR DEFERRED SALES CHARGE OR REDEMPTION CHARGE IN OTHER THAN WEEKENDS OR HOLIDAYS, WHEN TRADING ON EFFECT AT THE TIME OF REDEMPTION. PAYMENT FOR THE EXCHANGE IS RESTRICTED, OR DURING ANY NATIONAL SAID SHARES SHALL BE MADE BY THE TRUST TO THE FINANCIAL EMERGENCY WHICH MAKES IT IMPRACTICABLE SHAREHOLDERS WITHIN SEVEN DAYS AFTER THE DATE ON FOR ANY SERIES OF THE DE TRUST TO DISPOSE OF ITS WHICH THE REQUEST IS MADE OR IN ACCORDANCE WITH PORTFOLIO HOLDINGS OR TO DETERMINE FAIRLY THE SUCH OTHER PROCEDURES, CONSISTENT WITH THE 1940 VALUE OF ITS THE NET ASSETS OR DURING ANY OTHER ACT AND THE RULES OF THE COMMISSION, AS THE PERIOD UNDER ORDER OF THE SECURITIES AND EXCHANGE TRUSTEES MAY FROM TIME TO TIME AUTHORIZE. THE COMMISSION ("SEC") FOR THE PROTECTION OF TRUST MAY POSTPONE PAYMENT OF THE REDEMPTION PRICE INVESTORS. IF THE SHAREHOLDER HAS CERTIFICATES AND MAY SUSPEND THE RIGHT OF THE HOLDERS OF SHARES FOR SHARES, THE SHAREHOLDER MUST, WITH ANY OF ANY SERIES OR ANY CLASS TO REQUIRE THE TRUST TO REDEMPTION REQUEST, SURRENDER ANY OUTSTANDING REDEEM SHARES DURING ANY PERIOD OR AT ANY TIME CERTIFICATE(S) IN FORM FOR TRANSFER, PROVIDE PROOF WHEN AND TO THE EXTENT PERMISSIBLE UNDER THE 1940 OF THE AUTHENTICITY OF SIGNATURES AS REASONABLY ACT. THE TRUST MAY ALSO PURCHASE OR REPURCHASE REQUIRED AND PROVIDE PROPER STOCK TRANSFER STAMPS, SHARES AT A PRICE NOT EXCEEDING THE NET ASSET IF APPLICABLE. VALUE OF SUCH SHARES IN EFFECT WHEN THE PURCHASE OR REPURCHASE OR ANY CONTRACT TO PURCHASE OR REPURCHASE IS MADE. PAYMENTS FOR REDEEMED SHARES MAY BE MADE IN CASH, THE REDEMPTION PRICE MAY IN ANY CASE BE PAID OR, AT THE OPTION OF THE BOARD, OR AN AUTHORIZED WHOLLY OR PARTLY IN KIND IF THE TRUSTEES DETERMINE OFFICER OR OFFICERS, BE MADE IN KIND OR PARTIALLY THAT SUCH PAYMENT IS ADVISABLE IN THE INTEREST OF IN CASH AND PARTIALLY IN KIND. FOR ANY PAYMENT IN THE REMAINING SHAREHOLDERS OF THE SERIES THE KIND, THE BOARD, OR ITS DELEGATEE, HAS ABSOLUTE SHARES OF WHICH ARE BEING REDEEMED. IN MAKING ANY DISCRETION AS TO WHAT SECURITY OR SECURITIES OF SUCH PAYMENT WHOLLY OR PARTLY IN KIND, THE TRUST THE DE TRUST SHALL BE DISTRIBUTED IN KIND AND THE SHALL, SO FAR AS MAY BE PRACTICABLE, DELIVER AMOUNT OF THE SAME. IN-KIND SECURITIES WILL BE ASSETS WHICH APPROXIMATE THE DIVERSIFICATION OF VALUED AT THE VALUE AT WHICH THEY WERE APPRAISED ALL OF THE ASSETS BELONGING AT THE TIME TO THE FOR THE THEN CURRENT NET ASSET VALUE OF THE SHARES SERIES THE SHARES OF WHICH ARE BEING REDEEMED. OF THE DE TRUST, PROVIDED THAT ANY SHAREHOLDER WHO SUBJECT TO THE FOREGOING, THE FAIR VALUE, CANNOT LEGALLY, UNDER THE 1940 ACT OR EMPLOYEE SELECTION AND QUANTITY OF SECURITIES OR OTHER RETIREMENT INCOME SECURITY ACT, AS AMENDED PROPERTY SO PAID OR DELIVERED AS ALL OR PART OF ("ERISA"), ACQUIRE SECURITIES SO DISTRIBUTED IN THE REDEMPTION PRICE MAY BE DETERMINED BY OR UNDER KIND, SHALL RECEIVE CASH. SHAREHOLDERS SHALL BEAR AUTHORITY OF THE TRUSTEES. IN NO CASE SHALL THE THE EXPENSES OF IN-KIND TRANSACTIONS, INCLUDING, TRUST BE LIABLE FOR ANY DELAY OF ANY CORPORATION BUT NOT LIMITED TO, TRANSFER AGENCY FEES, OR OTHER PERSON IN TRANSFERRING SECURITIES CUSTODIAN FEES AND COSTS OF DISPOSITION OF SUCH SELECTED FOR DELIVERY AS ALL OR PART OF ANY SECURITIES. IF PAYMENT FOR REDEEMED SHARES IS NOT PAYMENT IN KIND. EXCLUSIVELY IN CASH, ANY SECURITIES DELIVERED IN KIND WILL BE DELIVERED AS PROMPTLY TO EFFECT TRANSFERS OF SUCH SECURITIES ON THE BOOKS OF THE ISSUING CORPORATIONS AS PRACTICABLY CAN BE DONE, WHICH MAY NOT NECESSARILY OCCUR WITHIN SUCH SEVEN-DAY PERIOD. IN NO CASE IS THE DE TRUST LIABLE FOR ANY DELAY BY ANY ISSUING CORPORATION OR OTHER PERSON IN TRANSFERRING IN-KIND SECURITIES. THE RIGHT OF ANY SHAREHOLDER TO RECEIVE DIVIDENDS OR DISTRIBUTIONS ON SHARES REDEEMED AND ALL OTHER RIGHTS OF SUCH SHAREHOLDER WITH RESPECT TO SHARES REDEEMED, EXCEPT THE RIGHT TO RECEIVE PAYMENT FOR SUCH SHARES, SHALL CEASE WHEN THE PURCHASE PRICE OF SUCH SHARES IS FIXED.D-8
Corporate Bond Fund (Delaware _______, 200__ 0.475% on next $500 million Group Income Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------THE BOARD MAY, WITHOUT THE VOTE OR CONSENT OF THE THE TRUST SHALL HAVE THE RIGHT AT ITS OPTION AND SHAREHOLDERS, AND SUBJECT TO THE 1940 ACT, REDEEM AT ANY TIME TO REDEEM SHARES OF ANY SHAREHOLDER AT SHARES OR AUTHORIZE THE CLOSING OF ANY SHAREHOLDER THE NET ASSET VALUE THEREOF AS DESCRIBED THE MA ACCOUNT, SUBJECT TO SUCH CONDITIONS AS MAY BE DECLARATION (I) IF AT SUCH TIME SUCH SHAREHOLDER ESTABLISHED BY THE BOARD. OWNS SHARES OF ANY SERIES OR CLASS THEREOF HAVING AN AGGREGATE NET ASSET VALUE OF LESS THAN AN AMOUNT DETERMINED FROM TIME TO TIME BY THE TRUSTEES; OR (II) TO THE EXTENT THAT SUCH SHAREHOLDER OWN SHARES EQUAL TO OR IN EXCESS OF A PERCENTAGE DETERMINED FROM TIME TO TIME BY THE TRUSTEES OF THE OUTSTANDING SHARES OF THE TRUST OR OF ANY SERIES OR CLASS THEREOF. DISSOLUTION AND UNLESS DISSOLVED UNDER THE DE DECLARATION, THE DE UNLESS TERMINATED AS DESCRIBED BELOW, THE TRUST TERMINATION EVENTS TRUST HAS A PERPETUAL EXISTENCE. THE DE TRUST MAY SHALL CONTINUE WITHOUT LIMITATION OF TIME. THE BE DISSOLVED AT ANY TIME BY VOTE OF A MAJORITY OF TRUST MAY BE TERMINATED AT ANY TIME BY VOTE OF AT THE SHARES OF THE DE TRUST ENTITLED TO VOTE OR BY LEAST 66-2/3% OF THE SHARES OF EACH SERIES THE BOARD BY WRITTEN NOTICE TO THE SHAREHOLDERS. ENTITLED TO VOTE AND VOTING SEPARATELY BY SERIES ANY SERIES MAY BE DISSOLVED AT ANY TIME BY VOTE OF OR BY THE TRUSTEES BY WRITTEN NOTICE TO THE A MAJORITY OF THE SHARES OF THAT SERIES OR BY THE SHAREHOLDERS. ANY SERIES MAY BE TERMINATED AT ANY BOARD BY WRITTEN NOTICE TO THE SHAREHOLDERS OF TIME BY VOTE OF AT LEAST 66-2/3% OF THE SHARES OF THAT SERIES. THAT SERIES OR BY THE TRUSTEES BY WRITTEN NOTICE TO THE SHAREHOLDERS OF THAT SERIES. LIQUIDATION UPON UNDER THE DELAWARE ACT, A DST THAT HAS DISSOLVED THE MASSACHUSETTS STATUTE DOES NOT CONTAIN DISSOLUTION OR SHALL FIRST PAY OR MAKE REASONABLE PROVISION TO SPECIFIC PROVISIONS WITH RESPECT TO THE TERMINATION PAY ALL KNOWN CLAIMS AND OBLIGATIONS, INCLUDING LIQUIDATION UPON DISSOLUTION OR TERMINATION OF AN THOSE THAT ARE CONTINGENT, CONDITIONAL AND MBT. UNMATURED, AND ALL KNOWN CLAIMS AND OBLIGATIONS FOR WHICH THE CLAIMANT IS UNKNOWN. ANY REMAINING ASSETS SHALL BE DISTRIBUTED TO THE SHAREHOLDERS OR AS OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT. UNDER THE DELAWARE ACT, A SERIES THAT HAS DISSOLVED SHALL FIRST PAY OR MAKE REASONABLE PROVISION TO PAY ALL KNOWN CLAIMS AND OBLIGATIONS OF THE SERIES, INCLUDING THOSE THAT ARE CONTINGENT, CONDITIONAL AND UNMATURED, AND ALL KNOWN CLAIMS AND OBLIGATIONS OF THE SERIES FOR WHICH THE CLAIMANT IS UNKNOWN. ANY REMAINING ASSETS OF THE SERIES SHALL BE DISTRIBUTED TO THE SHAREHOLDERS OF SUCH SERIES OR AS OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT. THE DE DECLARATION PROVIDES THAT, UPON DISSOLUTION THE MA DECLARATION PROVIDES THAT, UPON TERMINATION OF THE DE TRUST, THE TRUSTEES SHALL (IN ACCORDANCE OF THE TRUST (OR ANY SERIES, AS THE CASE MAY BE), WITH THE DELAWARE ACT) PAY OR MAKE REASONABLE AFTER PAYING OR OTHERWISE PROVIDING FOR ALL PROVISION TO PAY ALL CLAIMS AND OBLIGATIONS OF CHARGES, TAXES, EXPENSES AND LIABILITIES EACH SERIES (OR THE PARTICULAR DISSOLVED SERIES, BELONGING, SEVERALLY, TO EACH SERIES (OR THE AS THE CASE MAY BE), INCLUDING ALL CONTINGENT, APPLICABLE SERIES, AS THE CASE MAY BE), WHETHERD-9
Extended Duration Bond Fund _______, 200__ 0.50% on next $500 million (Delaware Statutory Trust Massachusetts Business Trust ----------------------------------------------------- --------------------------------------------------CONDITIONAL OR UNMATURED CLAIMS AND OBLIGATIONS DUE OR ACCRUED OR ANTICIPATED AS MAY BE DETERMINED KNOWN TO THE DE TRUST, WHETHER OR NOT THE IDENTITY OF BY THE TRUSTEES, THE TRUST SHALL IN ACCORDANCE THE CLAIMANT IS KNOWN. IF THE SERIES HAS WITH SUCH PROCEDURES AS THE TRUSTEES CONSIDER SUFFICIENT ASSETS, SUCH CLAIMS, OBLIGATIONS AND, APPROPRIATE REDUCE THE REMAINING ASSETS BELONGING, IF ANY, PROVISIONS FOR PAYMENT WILL BE PAID IN SEVERALLY, TO EACH SERIES (OR THE APPLICABLE FULL. IF THE SERIES HAS INSUFFICIENT ASSETS, SUCH SERIES, AS THE CASE MAY BE), TO DISTRIBUTABLE FORM CLAIMS, OBLIGATIONS AND, IF ANY, PROVISIONS FOR IN CASH OR SHARES OR OTHER SECURITIES, OR ANY PAYMENT WILL BE PAID ACCORDING TO THEIR PRIORITY COMBINATION THEREOF, AND DISTRIBUTE THE PROCEEDS AND, AMONG CLAIMS AND OBLIGATIONS OF EQUAL BELONGING TO EACH SERIES (OR THE APPLICABLE PRIORITY, RATABLY TO THE EXTENT OF AVAILABLE SERIES, AS THE CASE MY BE), TO THE SHAREHOLDERS OF ASSETS. ANY REMAINING ASSETS (INCLUDING WITHOUT THAT SERIES, RATABLY ACCORDING TO THE NUMBER OF LIMITATION, CASH, SECURITIES OR ANY COMBINATION SHARES OF THAT SERIES HELD BY THE SEVERAL THEREOF) OF THE SERIES SHALL BE DISTRIBUTED TO THE SHAREHOLDERS ON THE DATE OF TERMINATION. SHAREHOLDERS OF SUCH SERIES, RATABLY ACCORDING TO THE NUMBER OF SHARES OF SUCH SERIES HELD BY THE SHAREHOLDERS ON THE RECORD DATE FOR SUCH DISSOLUTION DISTRIBUTION. VOTING RIGHTS, UNDER THE DELAWARE ACT, THE GOVERNING INSTRUMENT THE MASSACHUSETTS STATUTE DOES NOT CONTAIN MEETINGS, NOTICE, MAY SET FORTH ANY PROVISION RELATING TO TRUSTEE SPECIFIC PROVISIONS WITH RESPECT TO THE VOTING QUORUM, RECORD AND SHAREHOLDER VOTING RIGHTS, INCLUDING THE RIGHTS OF THE SHAREHOLDERS OF AN MBT. DATES AND PROXIES WITHHOLDING OF SUCH RIGHTS FROM CERTAIN TRUSTEES OR SHAREHOLDERS. IF VOTING RIGHTS ARE GRANTED, THE GOVERNING INSTRUMENT MAY CONTAIN ANY PROVISION RELATING TO MEETINGS, NOTICE REQUIREMENTS, WRITTEN CONSENTS, RECORD DATES, QUORUM REQUIREMENTS, VOTING BY PROXY AND ANY OTHER MATTER PERTAINING TO THE EXERCISE OF VOTING RIGHTS. THE GOVERNING INSTRUMENT MAY ALSO PROVIDE FOR THE ESTABLISHMENT OF RECORD DATES FOR ALLOCATIONS AND DISTRIBUTIONS BY THE DST. THE DE DECLARATION PROVIDES THAT, SUBJECT TO ITS THE MA DECLARATION PROVIDES THAT SHAREHOLDERS PROVISIONS REGARDING VOTING BY SERIES OR CLASS, SHALL HAVE POWER TO VOTE ONLY (I) FOR THE ELECTION THE SHAREHOLDERS HAVE THE POWER TO VOTE ONLY (I) OF TRUSTEES AS PROVIDED IN THE MA DECLARATION, FOR THE ELECTION OF TRUSTEES, INCLUDING FILLING (II) WITH RESPECT TO ANY AMENDMENT OF THE MA VACANCIES ON THE BOARD PURSUANT TO THE DE DECLARATION TO THE EXTENT AND AS PROVIDED FOR DECLARATION; (II) WITH RESPECT TO SUCH ADDITIONAL THEREIN, (III) TO THE SAME EXTENT AS THE MATTERS RELATING TO THE TRUST AS MAY BE REQUIRED STOCKHOLDERS OF A MASSACHUSETTS BUSINESS BY THE DE DECLARATION, DE BY-LAWS, 1940 ACT OR ANY CORPORATION AS TO WHETHER OR NOT A COURT ACTION, REGISTRATION STATEMENT OF THE DE TRUST FILED WITH THE PROCEEDING OR CLAIM SHOULD BE OR SHOULD NOT BE SEC; AND (III) ON SUCH OTHER MATTERS AS THE BOARD BROUGHT OR MAINTAINED DERIVATIVELY OR AS A CLASS MAY CONSIDER NECESSARY OR DESIRABLE. ACTION ON BEHALF OF THE TRUST OR THE SHAREHOLDERS, (IV) WITH RESPECT TO THE TERMINATION OF THE TRUST OR ANY SERIES TO THE EXTENT AND AS PROVIDED IN THE MA DECLARATION, AND (V) WITH RESPECT TO SUCH ADDITIONAL MATTERS RELATING TO THE TRUST AS MAY BE REQUIRED BY THE MA DECLARATION, THE MA BY-LAWS OR ANY REGISTRATION OF THE TRUST WITH THE COMMISSION (OR ANY SUCCESSOR AGENCY) OR ANY STATE, OR AS THE TRUSTEES MAY CONSIDER NECESSARY OR DESIRABLE.D-10
Group Income Funds) 0.45% on next $1,500 million 0.425% on assets in excess of $2,500 million 0.65% on first $500 million Delaware Statutory Trust Massachusetts Business Trust --------------------------------------------------- --------------------------------------------------AT ANY TIME WHEN NO SHARES OF A SERIES OR CLASS THEREOF ARE OUTSTANDING, THE TRUSTEES MAY EXERCISE ALL RIGHTS OF SHAREHOLDERS OF THAT SERIES OR CLASS THEREOF WITH RESPECT TO MATTERS AFFECTING THAT SERIES AND MAY WITH RESPECT TO THAT SERIES OR CLASS THEREOF TAKE ANY ACTION REQUIRED BY LAW, THE MA DECLARATION OR THE MA BY-LAWS TO BE TAKEN BY THE SHAREHOLDERS. One Vote Per Share One Vote Per Share THE SHAREHOLDER OF RECORD (ON THE RECORD DATE THE MA DECLARATION PROVIDES THAT EACH WHOLE SHARE ESTABLISHED PURSUANT TO THE DE DECLARATION, SHALL BE ENTITLED TO ONE VOTE AS TO ANY MATTER ON ARTICLE V, SECTION 5) OF EACH SHARE SHALL BE WHICH IT IS ENTITLED TO VOTE AND EACH FRACTIONAL ENTITLED TO ONE VOTE FOR EACH FULL SHARE, AND A SHARE SHALL BE ENTITLED TO A PROPORTIONATE FRACTIONAL VOTE FOR EACH FRACTIONAL SHARE. FRACTIONAL VOTE. Voting by Series or Class Voting by Series or Class THE DE DECLARATION PROVIDES THAT ALL SHARES OF THE THE MA DECLARATION PROVIDES THAT, EXCEPT AS DE TRUST ENTITLED TO VOTE ON A MATTER SHALL VOTE OTHERWISE PROVIDED THEREIN, THE SHAREHOLDERS OF ON THE MATTER, SEPARATELY BY SERIES AND, IF ANY PARTICULAR SERIES OR CLASS SHALL NOT BE APPLICABLE, BY CLASS; PROVIDED THAT: (I) WHERE THE ENTITLED TO VOTE ON ANY MATTERS AS TO WHICH SUCH 1940 ACT REQUIRES ALL SHARES OF THE DE TRUST TO BE SERIES OR CLASS IS NOT AFFECTED. ON ANY MATTER VOTED IN THE AGGREGATE WITHOUT DIFFERENTIATION SUBMITTED TO A VOTE OF SHAREHOLDERS, ALL SHARES OF BETWEEN THE SEPARATE SERIES OR CLASSES, THEN ALL THE TRUST THEN ENTITLED TO VOTE SHALL BE VOTED BY OF THE DE TRUST'S SHARES SHALL VOTE IN THE INDIVIDUAL SERIES AND CLASS THEREOF, UNLESS AGGREGATE; AND (II) IF ANY MATTER AFFECTS ONLY THE OTHERWISE REQUIRED BY THE 1940 ACT OR OTHER INTERESTS OF SOME BUT NOT ALL SERIES OR CLASSES, APPLICABLE LAW OR AS SPECIFICALLY REQUIRED UNDER THEN ONLY THE SHAREHOLDERS OF SUCH AFFECTED SERIES THE MA DECLARATION OR THE MA BYLAWS OR AS OR CLASSES SHALL BE ENTITLED TO VOTE ON THE MATTER. OTHERWISE DETERMINED BY THE TRUSTEES. IF ANY QUESTION ON WHICH THE SHAREHOLDERS ARE ENTITLED TO VOTE WOULD ADVERSELY AFFECT THE RIGHTS OF ANY SERIES OR CLASS OF SHARES, THE VOTE OF A MAJORITY (OR SUCH LARGER VOTE AS MAY BE REQUIRED) OF THE SHARES OF SUCH SERIES OR CLASS WHICH ARE ENTITLED TO VOTE, VOTING SEPARATELY, SHALL BE REQUIRED TO DECIDE SUCH QUESTION. Shareholders' Meetings Shareholders' Meetings THE DELAWARE ACT DOES NOT MANDATE ANNUAL THE MA STATUTE DOES NOT MANDATE THAT AN MBT HOLD SHAREHOLDERS' MEETINGS. ANNUAL SHAREHOLDERS' MEETINGS. THE DE DECLARATION PROVIDES THAT A SHAREHOLDERS' THE MA DECLARATION PROVIDES THAT NO ANNUAL OR MEETING MAY BE CALLED BY THE BOARD FOR THE PURPOSE REGULAR MEETING OF SHAREHOLDERS IS REQUIRED. THE OF ELECTING TRUSTEES, FOR SUCH OTHER PURPOSES AS MA DECLARATION ALSO PROVIDES THAT MEETINGS OF THE MAY BE PRESCRIBED BY LAW, THE DE DECLARATION OR SHAREHOLDERS MAY BE CALLED BY THE TRUSTEES FOR THE THE DE BY-LAWS, AND FOR THE PURPOSE OF TAKING PURPOSE OF ELECTING TRUSTEES AS PROVIDED FOR ACTION UPON ANY OTHER MATTER DEEMED BY THE BOARD THEREIN AND FOR SUCH OTHER PURPOSES AS MAY BE TO BE NECESSARY OR DESIRABLE. ALSO, A MEETING OF PRESCRIBED BY LAW, BY THE MA DECLARATION OR BY THE SHAREHOLDERS FOR THE PURPOSE OF ELECTING ONE OR MA BY-LAWS. MEETINGS OF THE SHAREHOLDERS MAY ALSO MORE TRUSTEES MAY BE CALLED, TO THE EXTENT BE CALLED BY THE TRUSTEES FROM TIME TO TIME FOR PROVIDED BY THE 1940 ACT AND THE RULES AND THE PURPOSE OF TAKING ACTION UPON ANY OTHER MATTER REGULATIONS THEREUNDER, BY THE SHAREHOLDERS. DEEMED BY THE TRUSTEES TO BE NECESSARY ORD-11
High-Yield Opportunities Fund _______, 200__ 0.60% on next $500 million (Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------THE DE BY-LAWS PROVIDE THAT A SHAREHOLDERS' DESIRABLE. A MEETING OF SHAREHOLDERS MAY BE HELD MEETING MAY BE CALLED AT ANY TIME BY THE BOARD, AT ANY PLACE DESIGNATED BY THE TRUSTEES. WRITTEN THE CHAIRPERSON OR THE PRESIDENT. IF THE TRUST IS NOTICE OF ANY MEETING OF SHAREHOLDERS SHALL BE REQUIRED UNDER THE 1940 ACT TO HOLD A GIVEN OR CAUSED TO BE GIVEN BY THE TRUSTEES BY SHAREHOLDERS' MEETING TO ELECT TRUSTEES, THE MAILING SUCH NOTICE AT LEAST SEVEN DAYS BEFORE MEETING SHALL BE DEEMED AN "ANNUAL MEETING" FOR SUCH MEETING, POSTAGE PREPAID, STATING THE TIME THAT YEAR FOR PURPOSES OF THE 1940 ACT. AND PLACE OF THE MEETING, TO EACH SHAREHOLDER AT THE SHAREHOLDER'S ADDRESS AS IT APPEARS ON THE RECORDS OF THE TRUST. WHENEVER NOTICE OF A MEETING IS REQUIRED TO BE GIVEN TO A SHAREHOLDER UNDER THE MA DECLARATION OR THE MA BY-LAWS, A WRITTEN WAIVER THEREOF, EXECUTED BEFORE OR AFTER THE MEETING BY SUCH SHAREHOLDER OR HIS OR HER ATTORNEY THEREUNTO AUTHORIZED AND FILED WITH THE RECORDS OF THE MEETING, SHALL BE DEEMED EQUIVALENT TO SUCH NOTICE. THE MA BY-LAWS PROVIDE THAT A MEETING OF THE SHAREHOLDERS MAY BE CALLED AT ANY TIME BY THE BOARD OF TRUSTEES, THE CHAIRPERSON (AS DEFINED THEREIN) OR BY THE PRESIDENT (AS DEFINED THEREIN). IF THE TRUST IS REQUIRED, UNDER THE 1940 ACT, OR OTHERWISE, TO HOLD A SHAREHOLDERS' MEETING TO ELECT TRUSTEES, THE MEETING SHALL BE DEEMED AN "ANNUAL MEETING" FOR THAT YEAR, INCLUDING FOR PURPOSES OF THE 1940 ACT. THE DE BY-LAWS PROVIDE THAT NOTICE OF ANY THE MA BY-LAWS ALSO PROVIDE THAT ALL NOTICES OF SHAREHOLDERS' MEETING SHALL BE SENT OR OTHERWISE MEETINGS OF SHAREHOLDERS SHALL BE SENT OR GIVEN NOT LESS THAN SEVEN NOR MORE THAN ONE OTHERWISE GIVEN, (AS DESCRIBED BELOW) NOT LESS HUNDRED AND TWENTY DAYS BEFORE THE DATE OF THE THAN SEVEN (7) NOR MORE THAN ONE-HUNDRED TWENTY MEETING. THE NOTICE SHALL SPECIFY (I) THE PLACE, (120) DAYS BEFORE THE DATE OF THE MEETING. THE DATE AND HOUR OF THE MEETING, AND (II) THE GENERAL NOTICE SHALL SPECIFY (I) THE PLACE, DATE AND HOUR NATURE OF THE BUSINESS TO BE TRANSACTED. THE OF THE MEETING, AND (II) THE GENERAL NATURE OF THE NOTICE OF ANY MEETING AT WHICH TRUSTEES ARE TO BE BUSINESS TO BE TRANSACTED. THE NOTICE OF ANY ELECTED ALSO SHALL INCLUDE THE NAME OF ANY MEETING AT WHICH TRUSTEES ARE TO BE ELECTED ALSO NOMINEE(S) WHO, AT THE TIME OF THE NOTICE, ARE SHALL INCLUDE THE NAME OF ANY NOMINEE OR NOMINEES INTENDED TO BE PRESENTED FOR ELECTION. EXCEPT WITH WHOM AT THE TIME OF THE NOTICE ARE INTENDED TO BE RESPECT TO ADJOURNMENTS AS PROVIDED IN THE DE PRESENTED FOR ELECTION. EXCEPT WITH RESPECT TO BY-LAWS, NO BUSINESS SHALL BE TRANSACTED AT SUCH ADJOURNMENTS AS PROVIDED FOR IN THE MA BY-LAWS, NO MEETING OTHER THAN THAT SPECIFIED IN THE NOTICE. BUSINESS SHALL BE TRANSACTED AT SUCH MEETING OTHER THAN THAT SPECIFIED IN THE NOTICE. NOTICE OF ANY SHAREHOLDERS' MEETING SHALL BE GIVEN NOTICE OF ANY MEETING OF SHAREHOLDERS SHALL BE EITHER PERSONALLY OR BY FIRST-CLASS MAIL, COURIER GIVEN EITHER PERSONALLY OR BY FIRST-CLASS MAIL, OR TELEGRAPHIC, FACSIMILE, ELECTRONIC MAIL OR COURIER OR TELEGRAPHIC, FACSIMILE, ELECTRONIC MAIL OTHER WRITTEN COMMUNICATION, CHARGES PREPAID, OR OTHER WRITTEN COMMUNICATION, CHARGES PREPAID, ADDRESSED TO THE SHAREHOLDER AT THE ADDRESS OF ADDRESSED TO THE SHAREHOLDER AT THE ADDRESS OF THAT SHAREHOLDER APPEARING ON THE BOOKS OF THE DE THAT SHAREHOLDER APPEARING ON THE BOOKS OF THE TRUST OR ITS TRANSFER AGENT OR GIVEN BY THE TRUST OR ITS TRANSFER AGENT OR GIVEN BY THE SHAREHOLDER TO THE DE TRUST FOR THE PURPOSE OF SHAREHOLDER TO THE TRUST FOR THE PURPOSE OF NOTICE. IF NO SUCH ADDRESS APPEARS ON THE DE NOTICE. IF NO SUCH ADDRESS APPEARS ON THE TRUST'S TRUST'S BOOKS OR IS GIVEN, NOTICE IS DEEMED TO BOOKS OR IS GIVEN, NOTICE SHALL BE DEEMED TO HAVED-12
Group Income Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.50% on first $500 million Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------HAVE BEEN GIVEN IF SENT TO THAT SHAREHOLDER BY BEEN GIVEN IF SENT TO THAT SHAREHOLDER BY FIRST-CLASS MAIL, COURIER, OR TELEGRAPHIC, FIRST-CLASS MAIL, COURIER, OR TELEGRAPHIC, FACSIMILE, ELECTRONIC MAIL OR OTHER WRITTEN FACSIMILE, ELECTRONIC MAIL OR OTHER WRITTEN COMMUNICATION TO THE DE TRUST'S PRINCIPAL COMMUNICATION TO THE TRUST'S PRINCIPAL EXECUTIVE EXECUTIVE OFFICE. NOTICE SHALL BE DEEMED TO HAVE OFFICE. NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN BEEN GIVEN AT THE TIME WHEN DELIVERED PERSONALLY AT THE TIME WHEN DELIVERED PERSONALLY OR DEPOSITED OR DEPOSITED IN THE MAIL, WITH A COURIER OR SENT IN THE MAIL, WITH A COURIER OR SENT BY TELEGRAM, BY TELEGRAM, FACSIMILE, ELECTRONIC MAIL OR OTHER FACSIMILE, ELECTRONIC MAIL OR OTHER MEANS OF MEANS OF WRITTEN COMMUNICATION. WRITTEN COMMUNICATION. IF ANY NOTICE ADDRESSED TO A SHAREHOLDER, AT THE IF ANY NOTICE ADDRESSED TO A SHAREHOLDER AT THE ADDRESS ON RECORD WITH THE DE TRUST, IS RETURNED ADDRESS OF THAT SHAREHOLDER APPEARING ON THE BOOKS TO THE DE TRUST MARKED TO INDICATE THE NOTICE OF THE TRUST IS RETURNED TO THE TRUST MARKED TO CANNOT BE DELIVERED AT THAT ADDRESS, ALL FUTURE INDICATE THAT THE NOTICE TO THE SHAREHOLDER CANNOT NOTICES OR REPORTS SHALL BE DEEMED TO HAVE BEEN BE DELIVERED AT THAT ADDRESS, ALL FUTURE NOTICES DULY GIVEN WITHOUT FURTHER MAILING, OR SUBSTANTIAL OR REPORTS SHALL BE DEEMED TO HAVE BEEN DULY GIVEN EQUIVALENT THEREOF, IF SUCH NOTICES SHALL BE WITHOUT FURTHER MAILING, OR SUBSTANTIAL EQUIVALENT AVAILABLE TO THE SHAREHOLDER ON WRITTEN DEMAND OF THEREOF, IF SUCH NOTICES SHALL BE AVAILABLE TO THE THE SHAREHOLDER AT THE OFFICES OF THE DE TRUST FOR SHAREHOLDER ON WRITTEN DEMAND OF THE SHAREHOLDER ONE YEAR FROM THE DATE OF GIVING THE NOTICE. AT THE PRINCIPAL EXECUTIVE OFFICE OF THE TRUST FOR A PERIOD OF ONE YEAR FROM THE DATE OF THE GIVING OF THE NOTICE. Record Dates Record Dates AS SET FORTH ABOVE, THE DELAWARE ACT AUTHORIZES THE MASSACHUSETTS STATUTE DOES NOT CONTAIN A THE GOVERNING INSTRUMENT OF A DST TO SET FORTH ANY SPECIFIC PROVISION THAT ADDRESSES THE RECORD DATES PROVISION RELATING TO RECORD DATES. OF MEETINGS OF SHAREHOLDERS OF AN MBT. THE DE DECLARATION PROVIDES THAT, FOR PURPOSES OF THE MA DECLARATION PROVIDES THAT, FOR THE PURPOSE DETERMINING THE SHAREHOLDERS ENTITLED TO NOTICE OF DETERMINING THE SHAREHOLDERS WHO ARE ENTITLED OF, OR TO VOTE AT, ANY SHAREHOLDERS' MEETING OR TO VOTE OR ACT AT ANY MEETING OR ANY ADJOURNMENT ENTITLED TO GIVE CONSENT TO ACTION WITHOUT A THEREOF, THE TRUSTEES MAY FROM TIME TO TIME FIX A MEETING, THE BOARD MAY FIX IN ADVANCE A RECORD TIME AS THE RECORD DATE FOR DETERMINING THE DATE THAT MAY NOT BE MORE THAN ONE HUNDRED AND SHAREHOLDERS HAVING THE RIGHT TO NOTICE OF AND TO EIGHTY DAYS NOR LESS THAN SEVEN DAYS BEFORE THE VOTE AT SUCH MEETING AND ANY ADJOURNMENT THEREOF, DATE OF THE SHAREHOLDERS' MEETING. AND IN SUCH CASE ONLY SHAREHOLDERS OF RECORD ON THE RECORD DATE SHALL HAVE SUCH RIGHT, NOTWITHSTANDING ANY TRANSFER OF SHARES ON THE BOOKS OF THE TRUST AFTER THE RECORD DATE. WITHOUT FIXING A RECORD DATE, THE TRUSTEES MAY CLOSE THE REGISTER OR TRANSFER BOOKS FOR ALL OR ANY PART OF THE PERIOD BETWEEN A RECORD DATE AND A MEETING OF SHAREHOLDERS. THE MA DECLARATION FURTHER PROVIDES THAT NOTHING CONTAINED THEREIN SHALL BE CONSTRUED AS PRECLUDING THE TRUSTEES FROM SETTING DIFFERENT RECORD DATES FOR DIFFERENT SERIES. PURSUANT TO THE DE DECLARATION, IF THE BOARD DOES THE MA BY-LAWS PROVIDE THAT THE BOARD OF TRUSTEES NOT FIX A RECORD DATE: (I) THE RECORD DATE FOR MAY FIX A DATE NOT MORE THAN NINETY (90) DAYS DETERMINING SHAREHOLDERS ENTITLED TO NOTICE OF, BEFORE THE DATE OF A MEETING OF SHAREHOLDERS. IN AND TO VOTE AT, A MEETING WILL BE AT THE CLOSE OF THE ABSENCE OF SUCH FIXED RECORD DATE: (I) THE BUSINESS ON THE BUSINESS DAY NEXT PRECEDING THE DATE FOR DETERMINATION OF SHAREHOLDERS SHALL BE DAY ON WHICH NOTICE IS GIVEN, OR, IF NOTICE IS THE LATER OF THE CLOSE OF BUSINESS ON THE DAY OND-13
Limited-Term Diversified 0.475% on next $500 million Income Fund (Delaware Group Limited- _______, 200__ Term Government Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------WAIVED, AT THE CLOSE OF BUSINESS ON THE BUSINESS WHICH NOTICE OF THE MEETING IS MAILED OR THE DAY WHICH IS FIVE BUSINESS DAYS NEXT PRECEDING TO THIRTIETH DAY BEFORE THE MEETING; AND (II) THE THE DAY ON WHICH THE MEETING IS HELD; AND (II) THE DATE FOR DETERMINING SHAREHOLDERS ENTITLED TO RECORD DATE FOR DETERMINING SHAREHOLDERS ENTITLED RECEIVE PAYMENT OF A DIVIDEND OR AN ALLOTMENT OF TO GIVE CONSENT TO ACTION IN WRITING WITHOUT A ANY RIGHTS SHALL BE THE CLOSE OF BUSINESS ON THE MEETING, (A) WHEN NO PRIOR ACTION BY THE BOARD HAS DAY ON WHICH THE RESOLUTION OF THE BOARD OF BEEN TAKEN, SHALL BE THE DAY ON WHICH THE FIRST TRUSTEES IS ADOPTED. WRITTEN CONSENT IS GIVEN, OR (B) WHEN PRIOR ACTION OF THE BOARD HAS BEEN TAKEN, SHALL BE THE CLOSE OF BUSINESS ON THE DAY ON WHICH THE BOARD ADOPTS THE RESOLUTION TAKING SUCH PRIOR ACTION OR THE SEVENTY-FIFTH DAY BEFORE THE DATE OF SUCH OTHER ACTION, WHICHEVER IS LATER. TO DETERMINE THE SHAREHOLDERS OF THE DE TRUST OR ANY SERIES OR CLASS THEREOF ENTITLED TO PAYMENT OF A DIVIDEND OR ANY OTHER DISTRIBUTION OF ASSETS OF THE DE TRUST OR ANY SERIES OR CLASS THEREOF, THE DE DECLARATION AUTHORIZES THE BOARD, FROM TIME TO TIME, TO FIX A RECORD DATE, WHICH SHALL BE BEFORE THE DATE FOR THE PAYMENT OF SUCH DIVIDEND OR SUCH OTHER DISTRIBUTION. THE BOARD MAY SET DIFFERENT RECORD DATES FOR DIFFERENT SERIES OR CLASSES. Quorum for Shareholders' Meeting Quorum for Shareholders' Meeting TO TRANSACT BUSINESS AT A SHAREHOLDERS' MEETING, THE MA DECLARATION PROVIDES THAT, EXCEPT WHEN A THE DE DECLARATION PROVIDES THAT, EXCEPT WHEN A LARGER QUORUM IS REQUIRED BY THE 1940 ACT OR OTHER LARGER QUORUM IS REQUIRED BY APPLICABLE LAW, APPLICABLE LAW, THE MA BY-LAWS OR THE MA THIRTY-THREE AND ONE-THIRD PERCENT OF THE SHARES DECLARATION, 10% OF THE SHARES ENTITLED TO VOTE PRESENT IN PERSON OR REPRESENTED BY PROXY AND SHALL CONSTITUTE A QUORUM AT A SHAREHOLDERS' ENTITLED TO VOTE AT THE MEETING SHALL CONSTITUTE A MEETING. ANY MEETING OF SHAREHOLDERS MAY BE QUORUM AT SUCH MEETING. WHEN A SEPARATE VOTE BY ADJOURNED FROM TIME TO TIME BY A MAJORITY OF THE ONE OR MORE SERIES OR CLASSES IS REQUIRED, VOTES PROPERLY CAST UPON THE QUESTION, WHETHER OR THIRTY-THREE AND ONE-THIRD PERCENT OF THE SHARES NOT A QUORUM IS PRESENT, AND THE MEETING MAY BE OF EACH SUCH SERIES OR CLASS PRESENT IN PERSON OR HELD AS ADJOURNED WITHIN A REASONABLE TIME AFTER REPRESENTED BY PROXY AND ENTITLED TO VOTE SHALL THE DATE SET FOR THE ORIGINAL MEETING WITHOUT CONSTITUTE A QUORUM AT SUCH SERIES OR CLASS FURTHER NOTICE. SHAREHOLDERS' MEETING. Shareholder Vote Shareholder Vote THE DE DECLARATION PROVIDES THAT, SUBJECT TO ANY THE MA BY-LAWS PROVIDE THAT, WHEN A QUORUM IS PROVISION OF THE DE DECLARATION, THE DE BY-LAWS OR PRESENT AT ANY MEETING, A MAJORITY OF THE SHARES APPLICABLE LAW THAT REQUIRES A DIFFERENT VOTE: (I) VOTED SHALL DECIDE ANY QUESTIONS AND A PLURALITY IN ALL MATTERS OTHER THAN THE ELECTION OF SHALL ELECT A TRUSTEE, EXCEPT WHEN A LARGER VOTE TRUSTEES, THE AFFIRMATIVE VOTE OF THE MAJORITY OF IS REQUIRED BY ANY PROVISION OF THE MA VOTES CAST AT A SHAREHOLDERS' MEETING AT WHICH A DECLARATION, THE MA BY-LAWS OR THE 1940 ACT OR QUORUM IS PRESENT SHALL BE THE ACT OF THE OTHER APPLICABLE LAW. SHAREHOLDERS; AND (II) TRUSTEES SHALL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT A SHAREHOLDERS' MEETING AT WHICH A QUORUM IS PRESENT. Shareholder VoteTax-Free Pennsylvania Fund0.50% on Certain Transactions Shareholder Vote on Certain Transactions PURSUANT TO THE DE DECLARATION, THE BOARD, BY ACT THE MA DECLARATION PROVIDES THAT THE TRUSTEES MAY OF A MAJORITY OF THE TRUSTEES, MAY CAUSE THE CAUSE THE ASSETS OF THE TRUST OR THE ASSETS OF ANY MERGER OR CONSOLIDATION WITH OR INTO ONE OR MORE ONE OR MORE SERIES TO BE MERGED INTO OR STATUTORY TRUSTS OR OTHER BUSINESS ENTITIES CONSOLIDATED WITH ANOTHER TRUST OR COMPANY, OR TO FORMED, ORGANIZED OR EXISTING UNDER THE LAWS OF THE TRUST TO BE HELD AS ASSETS BELONGING TOD-14
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------THE STATE OF DELAWARE, ANY OTHER STATE, THE UNITED ANOTHER SERIES, OR ITS SHARES EXCHANGED UNDER OR STATES OR ANY FOREIGN COUNTRY OR OTHER FOREIGN PURSUANT TO ANY STATE OR FEDERAL STATUTE, IF ANY, JURISDICTION. ANY SUCH MERGER OR CONSOLIDATION OR OTHERWISE TO THE EXTENT PERMITTED BY LAW, IF SHALL NOT REQUIRE THE VOTE OF THE SHAREHOLDERS SUCH MERGER OR CONSOLIDATION OR SHARE EXCHANGE HAS AFFECTED THEREBY, UNLESS SUCH VOTE IS REQUIRED BY BEEN AUTHORIZED BY VOTE OF A MAJORITY OF THE THE 1940 ACT, OR UNLESS SUCH MERGER OR OUTSTANDING SHARES, AS SUCH PHRASE IS DEFINED IN CONSOLIDATION WOULD RESULT IN AN AMENDMENT OF THE THE 1940 ACT; PROVIDED THAT IN ALL RESPECTS NOT DE DECLARATION THAT WOULD OTHERWISE REQUIRE THE GOVERNED BY STATUTE OR APPLICABLE LAW, THE APPROVAL OF SUCH SHAREHOLDERS. ALSO, THE BOARD, TRUSTEES SHALL HAVE POWER TO PRESCRIBE THE BY ACT OF A MAJORITY OF THE TRUSTEES, MAY CAUSE PROCEDURE NECESSARY OR APPROPRIATE TO ACCOMPLISH A (I) THE DE TRUST TO CONVERT TO A COMMON-LAW TRUST, SALE OF ASSETS, MERGER OR CONSOLIDATION. A GENERAL PARTNERSHIP, LIMITED PARTNERSHIP OR A LIMITED LIABILITY COMPANY ORGANIZED, FORMED OR CREATED UNDER DELAWARE STATE LAW AS PERMITTED UNDER THE DELAWARE ACT; (II) THE SHARES OF THE DE TRUST OR ANY SERIES TO BE CONVERTED INTO BENEFICIAL INTERESTS IN ANOTHER STATUTORY TRUST (OR SERIES THEREOF) CREATED PURSUANT TO THE DE DECLARATION; (III) THE SHARES TO BE EXCHANGED UNDER OR PURSUANT TO ANY STATE OR FEDERAL STATUTE TO THE EXTENT PERMITTED BY LAW; OR (IV) THE DE TRUST TO SELL OR TRANSFER ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE DE TRUST OR ANY ONE OR MORE OF ITS SERIES TO ANOTHER TRUST, STATUTORY TRUST, PARTNERSHIP, LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, ASSOCIATION OR CORPORATION ORGANIZED UNDER THE LAWS OF ANY STATE, OR TO ONE OR MORE SEPARATE SERIES THEREOF, OR TO THE DE TRUST TO BE HELD AS ASSETS OF ONE OR MORE OTHER SERIES OF THE DE TRUST, IN EXCHANGE FOR CASH, SHARES OR OTHER SECURITIES (WHICH MAY INCLUDE SHARES OF SUCH OTHER SERIES) WHETHER OR NOT SUCH SALE OR TRANSFER IS SUBJECT TO THE LIABILITIES OF THE SERIES THE ASSETS OF WHICH ARE SO SOLD OR TRANSFERRED; PROVIDED THAT, IF REQUIRED BY THE 1940 ACT, NO SUCH STATUTORY CONVERSION, SHARE CONVERSION, SHARE EXCHANGE OR SALE OR TRANSFER OF ASSETS SHALL BE EFFECTIVE UNLESS APPROVED (AT A SHAREHOLDERS' MEETING CALLED FOR THAT PURPOSE) BY THE "VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES," AS DEFINED IN THE 1940 ACT, OF THE DE TRUST OR SERIES, AS APPLICABLE. Cumulative Voting Cumulative Voting THE DE DECLARATION PROVIDES THAT SHAREHOLDERS ARE THE MA DECLARATION PROVIDES THAT THERE SHALL BE NO NOT ENTITLED TO CUMULATIVE VOTING IN THE ELECTION CUMULATIVE VOTING IN THE ELECTION OF TRUSTEES. OF TRUSTEES OR ON ANY OTHER MATTER. Proxies Proxies UNDER THE DELAWARE ACT, UNLESS OTHERWISE PROVIDED THE MA STATUTE DOES NOT CONTAIN SPECIFIC IN THE GOVERNING INSTRUMENT OF A DST, ON ANY PROVISIONS WITH RESPECT TO THE SHAREHOLDERS OF AN MATTER THAT IS TO BE VOTED ON BY THE TRUSTEES OR MBT VOTING BY PROXY. THE SHAREHOLDERS, THE TRUSTEES OR SHAREHOLDERS (AS APPLICABLE) MAY VOTE IN PERSON OR BY PROXY AND THE MA DECLARATION PROVIDES THAT SHARES MAY BE SUCH PROXY MAY BE GRANTED IN WRITING, BY MEANS OF VOTED IN PERSON OR BY PROXY. A PROXY WITH RESPECTD-15
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------"ELECTRONIC TRANSMISSION" (AS DEFINED IN THE TO SHARES HELD IN THE NAME OF TWO OR MORE PERSONS DELAWARE ACT) OR AS OTHERWISE PERMITTED BY SHALL BE VALID IF EXECUTED BY ANY ONE OF THEM APPLICABLE LAW. UNDER THE DELAWARE ACT, THE TERM UNLESS AT OR PRIOR TO EXERCISE OF THE PROXY THE "ELECTRONIC TRANSMISSION" IS DEFINED AS ANY FORM TRUST RECEIVES A SPECIFIC WRITTEN NOTICE TO THE OF COMMUNICATION NOT DIRECTLY INVOLVING THE CONTRARY FROM ANY ONE OF THEM. A PROXY PURPORTING PHYSICAL TRANSMISSION OF PAPER THAT CREATES A TO BE EXECUTED BY OR ON BEHALF OF A SHAREHOLDER RECORD THAT MAY BE RETAINED, RETRIEVED AND SHALL BE DEEMED VALID UNLESS CHALLENGED AT OR REVIEWED BY A RECIPIENT THEREOF AND THAT MAY BE PRIOR TO ITS EXERCISE AND THE BURDEN OF PROVING DIRECTLY REPRODUCED IN PAPER FORM BY SUCH A THE INVALIDITY SHALL REST ON THE CHALLENGER. RECIPIENT THROUGH AN AUTOMATED PROCESS. THE DE DECLARATION PROVIDES THAT SHARES MAY BE THE MA BY-LAWS PROVIDE THAT EVERY SHAREHOLDER VOTED IN PERSON OR BY PROXY. THE DE BY-LAWS ENTITLED TO VOTE FOR TRUSTEES OR ON ANY OTHER PERMIT A SHAREHOLDER TO AUTHORIZE ANOTHER MATTER SHALL HAVE THE RIGHT TO DO SO EITHER IN PERSON(S) TO ACT AS PROXY BY SIGNING THE PROXY AND PERSON OR BY ONE OR MORE AGENTS AUTHORIZED BY A FILING IT WITH THE SECRETARY OF THE DE TRUST. A WRITTEN PROXY SIGNED BY THE SHAREHOLDER AND FILED PROXY IS DEEMED SIGNED IF THE SHAREHOLDER'S NAME WITH THE SECRETARY OF THE TRUST. A PROXY SHALL BE IS PLACED ON THE PROXY (WHETHER BY MANUAL DEEMED SIGNED IF THE SHAREHOLDER'S NAME IS PLACED SIGNATURE, TYPEWRITING, TELEGRAPHIC TRANSMISSION, ON THE PROXY (WHETHER BY MANUAL SIGNATURE, ELECTRONIC TRANSMISSION OR OTHERWISE) BY THE TYPEWRITING, TELEGRAPHIC TRANSMISSION OR SHAREHOLDER OR THE SHAREHOLDER'S OTHERWISE) BY THE SHAREHOLDER OR THE SHAREHOLDER'S ATTORNEY-IN-FACT. A VALIDLY EXECUTED PROXY THAT ATTORNEY-IN-FACT. A VALIDLY EXECUTED PROXY WHICH DOES NOT STATE THAT IT IS IRREVOCABLE CONTINUES IN DOES NOT STATE THAT IT IS IRREVOCABLE SHALL FULL FORCE AND EFFECT UNLESS (I) REVOKED BY THE CONTINUE IN FULL FORCE AND EFFECT UNLESS (I) SHAREHOLDER EXECUTING IT BY A WRITTEN NOTICE REVOKED BY THE SHAREHOLDER EXECUTING IT BY A DELIVERED TO THE DE TRUST PRIOR TO THE EXERCISE OF WRITTEN NOTICE DELIVERED TO THE TRUST PRIOR TO THE THE PROXY OR BY THE SHAREHOLDER'S EXECUTION OF A EXERCISE OF THE PROXY OR BY THE SHAREHOLDER'S SUBSEQUENT PROXY OR ATTENDANCE AND VOTE IN PERSON EXECUTION OF A SUBSEQUENT PROXY OR ATTENDANCE AND AT THE MEETING; OR (II) WRITTEN NOTICE OF THE VOTE IN PERSON AT THE MEETING; OR (II) WRITTEN DEATH OR INCAPACITY OF THE SHAREHOLDER IS RECEIVED NOTICE OF THE DEATH OR INCAPACITY OF THE BY THE DE TRUST BEFORE THE PROXY'S VOTE IS SHAREHOLDER IS RECEIVED BY THE TRUST BEFORE THE COUNTED. UNLESS A PROXY EXPRESSLY PROVIDES PROXY'S VOTE IS COUNTED; PROVIDED, HOWEVER, THAT OTHERWISE, IT IS NOT VALID MORE THAN ELEVEN MONTHS NO PROXY SHALL BE VALID AFTER THE EXPIRATION OF AFTER ITS DATE. IN ADDITION, THE DE BY-LAWS ELEVEN (11) MONTHS FROM THE DATE OF THE PROXY PROVIDE THAT THE REVOCABILITY OF A PROXY THAT UNLESS OTHERWISE PROVIDED IN THE PROXY. THE STATES ON ITS FACE THAT IT IS IRREVOCABLE SHALL BE REVOCABILITY OF A PROXY THAT STATES ON ITS FACE GOVERNED BY THE PROVISIONS OF THE GENERAL THAT IT IS IRREVOCABLE SHALL BE GOVERNED BY THE CORPORATION LAW OF THE STATE OF DELAWARE. APPLICABLE PROVISIONS OF THE BUSINESS CORPORATION LAW OF THE COMMONWEALTH OF MASSACHUSETTS. THE DE BY-LAWS PROVIDE THAT THE DE TRUST MAY THE MA BY-LAWS FURTHER PROVIDE THAT, WITH RESPECT ACCEPT PROXIES BY ELECTRONIC TRANSMISSION (AS TO ANY SHAREHOLDERS' MEETING, THE TRUST MAY ACCEPT DEFINED IN THE DELAWARE ACT) OR TELEPHONIC, PROXIES BY ANY ELECTRONIC, TELEPHONIC, COMPUTERIZED, TELECOMMUNICATIONS OR ANY OTHER COMPUTERIZED, TELECOMMUNICATIONS OR OTHER REASONABLE ALTERNATIVE TO THE EXECUTION OF A REASONABLE ALTERNATIVE TO THE EXECUTION OF A WRITTEN INSTRUMENT AUTHORIZING THE PROXY TO ACT, WRITTEN INSTRUMENT AUTHORIZING THE PROXY TO ACT, PROVIDED THE SHAREHOLDER'S AUTHORIZATION IS PROVIDED THE SHAREHOLDER'S AUTHORIZATION IS RECEIVED WITHIN ELEVEN MONTHS BEFORE THE MEETING. RECEIVED WITHIN ELEVEN (11) MONTHS BEFORE THE A PROXY WITH RESPECT TO SHARES HELD IN THE NAME OF MEETING. A PROXY WITH RESPECT TO SHARES HELD IN TWO OR MORE PERSONS IS VALID IF EXECUTED BY ANY THE NAME OF TWO OR MORE PERSONS SHALL BE VALID IF ONE OF THEM UNLESS AT OR PRIOR TO EXERCISE OF THE EXECUTED BY ANY ONE OF THEM UNLESS AT OR PRIOR TO PROXY THE DE TRUST RECEIVES A SPECIFIC WRITTEN EXERCISE OF THE PROXY THE TRUST RECEIVES A NOTICE TO THE CONTRARY FROM ANY ONE OF THEM. A SPECIFIC WRITTEN NOTICE TO THE CONTRARY FROM ANY PROXY PURPORTING TO BE EXECUTED BY OR ON BEHALF OF ONE OF THEM. A PROXY PURPORTING TO BE EXECUTED BY A SHAREHOLDER SHALL BE DEEMED VALID UNLESS OR ON BEHALF OF A SHAREHOLDER SHALL BE DEEMED CHALLENGED AT OR PRIOR TO ITS EXERCISE AND THE VALID UNLESS CHALLENGED AT OR PRIOR TO ITS BURDEN OF PROVING INVALIDITY SHALL REST WITH THE EXERCISE AND THE BURDEN OF PROVING INVALIDITY CHALLENGER. SHALL REST WITH THE CHALLENGER.D-16
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------Action by Written Consent Action by Written Consent UNDER THE DELAWARE ACT, UNLESS OTHERWISE PROVIDED THE MA STATUTE DOES NOT CONTAIN SPECIFIC IN THE GOVERNING INSTRUMENT OF A DST, ON ANY PROVISIONS WITH RESPECT TO ACTION TAKEN BY WRITTEN MATTER THAT IS TO BE VOTED ON BY THE TRUSTEES OR CONSENT OF THE SHAREHOLDERS OR THE TRUSTEES OF AN THE SHAREHOLDERS, SUCH ACTION MAY BE TAKEN WITHOUT MBT. A MEETING, WITHOUT PRIOR NOTICE AND WITHOUT A VOTE IF A WRITTEN CONSENT(S), SETTING FORTH THE ACTION TAKEN, IS (ARE) SIGNED BY THE TRUSTEES OR SHAREHOLDERS (AS APPLICABLE) HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD BE NECESSARY TO TAKE SUCH ACTION AT A MEETING AT WHICH ALL TRUSTEES OR INTERESTS IN THE DST (AS APPLICABLE) ENTITLED TO VOTE ON SUCH ACTION WERE PRESENT AND VOTED. UNLESS OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT, A CONSENT TRANSMITTED BY "ELECTRONIC TRANSMISSION" (AS DEFINED IN THE DELAWARE ACT) BY A TRUSTEE OR SHAREHOLDER (AS APPLICABLE) OR BY A PERSON(S) AUTHORIZED TO ACT FOR A TRUSTEE OR SHAREHOLDER (AS APPLICABLE) WILL BE DEEMED TO BE WRITTEN AND SIGNED FOR THIS PURPOSE. Shareholders. THE DE DECLARATION AUTHORIZES Shareholders. THE MA DECLARATION PROVIDES THAT SHAREHOLDERS TO TAKE ACTION WITHOUT A MEETING AND ANY ACTION TAKEN BY SHAREHOLDERS MAY BE TAKEN WITHOUT PRIOR NOTICE IF A WRITTEN CONSENT(S) WITHOUT A MEETING IF SHAREHOLDERS HOLDING A SETTING FORTH THE ACTION TAKEN IS (ARE) SIGNED BY MAJORITY OF THE SHARES ENTITLED TO VOTE ON THE THE HOLDERS OF NOT LESS THAN THE MINIMUM NUMBER OF MATTER (OR SUCH LARGER PROPORTION THEREOF AS SHALL VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE BE REQUIRED BY ANY EXPRESS PROVISION OF THE MA THAT ACTION AT A MEETING AT WHICH ALL SHARES DECLARATION OR BY THE MA BYLAWS) AND/OR HOLDING A ENTITLE TO VOTE ON THAT ACTION WERE PRESENT AND MAJORITY (OR SUCH LARGER PROPORTION AS AFORESAID) VOTED. ANY SHAREHOLDER GIVING A WRITTEN CONSENT, OF THE SHARES OF ANY SERIES OR CLASS ENTITLED TO THE SHAREHOLDER'S PROXY HOLDERS, OR A PERSONAL VOTE SEPARATELY ON THE MATTER CONSENT TO THE REPRESENTATIVE OF THE SHAREHOLDER MAY REVOKE THE ACTION IN WRITING AND SUCH WRITTEN CONSENTS ARE CONSENT BY A WRITING RECEIVED BY THE SECRETARY OF FILED WITH THE RECORDS OF THE MEETINGS OF THE DE TRUST BEFORE WRITTEN CONSENTS OF THE NUMBER SHAREHOLDERS. SUCH CONSENT SHALL BE TREATED FOR OF SHARES REQUIRED TO AUTHORIZE THE PROPOSED ALL PURPOSES AS A VOTE TAKEN AT A MEETING OF ACTION HAVE BEEN FILED WITH THE SECRETARY. IF THE SHAREHOLDERS. CONSENTS OF ALL SHAREHOLDERS ENTITLED TO VOTE HAVE NOT BEEN SOLICITED IN WRITING AND IF THE UNANIMOUS WRITTEN CONSENT OF ALL SUCH SHAREHOLDERS HAVE NOT BEEN RECEIVED, THE SECRETARY SHALL GIVE PROMPT NOTICE OF THE ACTION TAKEN WITHOUT A MEETING TO SUCH SHAREHOLDERS. THIS NOTICE SHALL BE GIVEN IN THE MANNER SPECIFIED IN THE DE BY-LAWS. Board of Trustees. THE DE DECLARATION AUTHORIZES Board of Trustees. THE MA BY-LAWS PROVIDE THAT, THE BOARD OR ANY COMMITTEE OF THE BOARD TO TAKE EXCEPT AS REQUIRED BY LAW, INCLUDING THE 1940 ACT ACTION WITHOUT A MEETING IF A MAJORITY OF THE AND THE RULES AND REGULATIONS THEREUNDER, ON ANY MEMBERS OF THE BOARD, OR COMMITTEE THEREOF, AS THE MATTER REQUIRED OR PERMITTED TO BE VOTED ON BY THE CASE MAY BE, COLLECTIVELY CONSENT IN WRITING TO BOARD OF TRUSTEES OR A COMMITTEE OF THE BOARD OF THAT ACTION. TRUSTEES, THE BOARD OF TRUSTEES OR COMMITTEED-17
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------THE DE BY-LAWS PROVIDE THAT, EXCEPT AS REQUIRED BY THEREOF MAY TAKE SUCH ACTION WITHOUT A MEETING, LAW, INCLUDING THE 1940 ACT AND THE RULES AND WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF A REGULATIONS THEREUNDER, ON ANY MATTER REQUIRED OR CONSENT OR CONSENTS IN WRITING, SETTING FORTH THE PERMITTED TO BE VOTED ON BY THE BOARD OR A ACTION SO TAKEN, SHALL BE SIGNED BY THE TRUSTEES COMMITTEE OF THE BOARD, THE BOARD OR COMMITTEE HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES THEREOF MAY TAKE SUCH ACTION WITHOUT A MEETING, THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE SUCH WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF A ACTION AT A MEETING AT WHICH ALL TRUSTEES ENTITLED CONSENT OR CONSENTS IN WRITING, SETTING FORTH THE TO VOTE THEREON WERE PRESENT AND VOTED. ACTION SO TAKEN, SHALL BE SIGNED BY THE TRUSTEES HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE SUCH ACTION AT A MEETING AT WHICH ALL TRUSTEES ENTITLED TO VOTE THEREON WERE PRESENT AND VOTED. REMOVAL OF TRUSTEES THE GOVERNING INSTRUMENT OF A DST MAY CONTAIN ANY THE MA STATUTE DOES NOT CONTAIN SPECIFIC PROVISION RELATING TO THE REMOVAL OF TRUSTEES; PROVISIONS WITH RESPECT TO THE REMOVAL OF THE PROVIDED HOWEVER, THAT THERE SHALL AT ALL TIMES BE TRUSTEES OF AN MBT. AT LEAST ONE TRUSTEE OF THE DST. UNDER THE DE DECLARATION, ANY TRUSTEE MAY BE THE MA DECLARATION PROVIDES THAT THE TRUSTEES MAY REMOVED, WITH OR WITHOUT CAUSE, BY THE BOARD, BY REMOVE TRUSTEES WITH OR WITHOUT CAUSE. ACTION OF A MAJORITY OF THE TRUSTEES THEN IN OFFICE AT A DULY CONSTITUTED MEETING. SHAREHOLDERS HAVE THE POWER TO REMOVE A TRUSTEE ONLY TO THE EXTENT PROVIDED BY THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER. VACANCIES ON BOARD THE DE DECLARATION PROVIDES THAT VACANCIES ON THE THE MA DECLARATION PROVIDES THAT THE TRUSTEES MAY OF TRUSTEES BOARD MAY BE FILLED BY ACTION OF A MAJORITY OF THE FILL VACANCIES ON THE BOARD OF TRUSTEES, INCLUDING TRUSTEES THEN IN OFFICE AT A DULY CONSTITUTED VACANCIES ARISING FROM AN INCREASE IN THE NUMBER MEETING. NO SUCH VACANCY SHALL OPERATE TO OF TRUSTEES. NO SUCH VACANCY SHALL OPERATE TO DISSOLVE THE DE TRUST OR ANY OF ITS SERIES OR TO ANNUL THE MA DECLARATION OR TO REVOKE ANY EXISTING REVOKE ANY EXISTING AGENCY CREATED PURSUANT TO THE AGENCY CREATED PURSUANT TO THE TERMS OF THE MA TERMS OF THE DE DECLARATION. WHENEVER A VACANCY DECLARATION. IN THE BOARD OCCURS, UNTIL SUCH VACANCY IS FILLED AS PROVIDED IN THE DE DECLARATION, THE TRUSTEE(S) IN OFFICE, REGARDLESS OF THE NUMBER, SHALL HAVE ALL THE POWERS GRANTED TO THE BOARD AND SHALL DISCHARGE ALL THE DUTIES IMPOSED UPON THE BOARD BY THE DE DECLARATION. IN THE EVENT OF THE DEATH, DECLINATION, RESIGNATION, RETIREMENT, REMOVAL, DECLARATION AS BANKRUPT OR INCAPACITY OF ALL OF THE THEN TRUSTEES, THE DE TRUST'S INVESTMENT ADVISER(S) IS (ARE) EMPOWERED TO APPOINT NEW TRUSTEES SUBJECT TO THE PROVISIONS OF SECTION 16(A) OF THE 1940 ACT. THE DE BY-LAWS PROVIDE THAT VACANCIES IN THE BOARD THE MA BY-LAWS PROVIDE THAT VACANCIES IN THE BOARD MAY BE FILLED BY A MAJORITY OF THE REMAINING OF TRUSTEES MAY BE FILLED BY A MAJORITY OF THE TRUSTEES, THOUGH LESS THAN A QUORUM, OR BY A SOLE REMAINING TRUSTEES, THOUGH LESS THAN A QUORUM, OR REMAINING TRUSTEE, UNLESS THE BOARD CALLS A BY A SOLE REMAINING TRUSTEE, UNLESS THE BOARD OF MEETING OF SHAREHOLDERS FOR THE PURPOSE OF FILLING TRUSTEES CALLS A MEETING OF SHAREHOLDERS FOR THE SUCH VACANCIES; PROVIDED THAT, WHENEVER AND FOR SO PURPOSE OF FILLING SUCH VACANCIES. LONG AS THE DE TRUST IS A PARTICIPANT IN OR NOTWITHSTANDING THE ABOVE, WHENEVER AND FOR SOD-18
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------OTHERWISE HAS IN EFFECT A PLAN UNDER RULE 12B-1 LONG AS THE TRUST IS A PARTICIPANT IN OR OTHERWISE UNDER THE 1940 ACT, THE SELECTION AND NOMINATION HAS IN EFFECT A PLAN UNDER WHICH THE TRUST MAY BE OF THE TRUSTEES WHO ARE NOT "INTERESTED PERSONS" DEEMED TO BEAR EXPENSES OF DISTRIBUTING ITS SHARES OF THE DE TRUST, AS DEFINED IN THE 1940 ACT (THE AS THAT PRACTICE IS DESCRIBED IN RULE 12B-1 UNDER "INDEPENDENT TRUSTEES"), IS COMMITTED TO THE THE 1940 ACT, THEN THE SELECTION AND NOMINATION OF DISCRETION OF THE INDEPENDENT TRUSTEES. IF ALL THE TRUSTEES WHO ARE NOT "INTERESTED PERSONS" OF TRUSTEE OFFICES BECOME VACANT, AN AUTHORIZED THE TRUST, AS THAT TERM IS DEFINED IN THE 1940 ACT OFFICER OF DELAWARE MANAGEMENT COMPANY, A SERIES (THE "INDEPENDENT TRUSTEES") SHALL BE, AND IS, OF DELAWARE MANAGEMENT BUSINESS TRUST, OR ANY COMMITTED TO THE DISCRETION OF THE INDEPENDENT SUCCESSOR ENTITY THERETO OR AFFILIATE THEREOF TRUSTEES. SERVING AS INVESTMENT ADVISER TO THE DE TRUST ("DMC"), ON BEHALF OF DMC, SHALL SERVE AS THE SOLE THE MA BY-LAWS FURTHER PROVIDE THAT, IN THE EVENT REMAINING TRUSTEE EFFECTIVE UPON THE VACANCY IN THAT ALL TRUSTEE OFFICES BECOME VACANT, AN THE OFFICE OF THE LAST TRUSTEE. IN SUCH CASE, AUTHORIZED OFFICER OF DELAWARE MANAGEMENT COMPANY, SUCH OFFICER OF DMC, AS THE SOLE REMAINING A SERIES OF DELAWARE MANAGEMENT BUSINESS TRUST, OR TRUSTEE, SHALL, AS SOON AS PRACTICABLE, FILL ALL ANY SUCCESSOR ENTITY THERETO OR AFFILIATE THEREOF OF THE VACANCIES ON THE BOARD OF TRUSTEES; SERVING AS INVESTMENT ADVISER TO THE TRUST PROVIDED THAT, UPON FILLING SUCH VACANCIES, THE ("DMC"), ON BEHALF OF DMC, SHALL SERVE AS THE SOLE PERCENTAGE OF TRUSTEES WHO ARE INDEPENDENT REMAINING TRUSTEE EFFECTIVE UPON THE VACANCY IN TRUSTEES SHALL BE NO LESS THAN THAT REQUIRED BY THE OFFICE OF THE LAST TRUSTEE. IN SUCH CASE, THE 1940 ACT. THEREUPON, SUCH OFFICER OF DMC SUCH OFFICER OF DMC, AS THE SOLE REMAINING SHALL RESIGN AS TRUSTEE AND A MEETING OF THE TRUSTEE, SHALL, AS SOON AS PRACTICABLE, FILL ALL SHAREHOLDERS SHALL BE CALLED, AS REQUIRED BY THE OF THE VACANCIES ON THE BOARD OF TRUSTEES; 1940 ACT, FOR THE ELECTION OF TRUSTEES. PROVIDED, HOWEVER, THAT, UPON FILLING SUCH VACANCIES, THE PERCENTAGE OF TRUSTEES WHO ARE INDEPENDENT TRUSTEES OF THE TRUST SHALL BE NO LESS THAN THAT REQUIRED BY THE 1940 ACT. THEREUPON, SUCH OFFICER OF DMC SHALL RESIGN AS TRUSTEE AND A MEETING OF THE SHAREHOLDERS SHALL BE CALLED, AS REQUIRED BY THE 1940 ACT, FOR THE ELECTION OF TRUSTEES. THE MA BY-LAWS ALSO PROVIDE THAT WHENEVER A VACANCY IN THE BOARD OF TRUSTEES SHALL OCCUR (BY REASON OF DEATH, RESIGNATION, REMOVAL, AN INCREASE IN THE AUTHORIZED NUMBER OF TRUSTEES OR OTHER CAUSE), UNTIL SUCH VACANCY IS FILLED AS PROVIDED HEREIN OR THE NUMBER OF AUTHORIZED TRUSTEES CONSTITUTING THE BOARD OF TRUSTEES IS DECREASED PURSUANT TO THE MA DECLARATION, THE TRUSTEE(S) THEN IN OFFICE, REGARDLESS OF THE NUMBER AND EVEN IF LESS THAN A QUORUM, SHALL HAVE ALL THE POWERS GRANTED TO THE BOARD OF TRUSTEES AND SHALL DISCHARGE ALL THE DUTIES IMPOSED UPON THE BOARD OF TRUSTEES BY THE MA DECLARATION AND THE MA BY-LAWS AS THOUGH SUCH NUMBER CONSTITUTES THE ENTIRE BOARD OF TRUSTEES. SHAREHOLDER UNDER THE DELAWARE ACT, EXCEPT TO THE EXTENT THE MASSACHUSETTS STATUTE DOES NOT INCLUDE AN LIABILITY OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT OF EXPRESS PROVISION RELATING TO THE LIMITATION OF A DST, SHAREHOLDERS OF A DST ARE ENTITLED TO THE LIABILITY OF THE BENEFICIAL OWNERS OF AN MBT. SAME LIMITATION OF PERSONAL LIABILITY EXTENDED TO THEREFORE, THE OWNERS OF AN MBT COULD POTENTIALLY SHAREHOLDERS OF A PRIVATE CORPORATION ORGANIZED BE LIABLE FOR THE OBLIGATIONS OF THE MBT, FOR PROFIT UNDER THE GENERAL CORPORATION LAW OF NOTWITHSTANDING ANY EXPRESS PROVISION IN THE THE STATE OF DELAWARE (SUCH SHAREHOLDERS ARE GOVERNING INSTRUMENT STATING THAT THE BENEFICIAL GENERALLY NOT LIABLE FOR THE OBLIGATIONS OF THE OWNERS ARE NOT PERSONALLY LIABLE IN CONNECTION CORPORATION). WITH TRUST PROPERTY OR THE ACTS, OBLIGATIONS OR AFFAIRS OF THE MBT.D-19
Delaware Statutory Trust Massachusetts Business Trust --------------------------------------------------- --------------------------------------------------UNDER THE DE DECLARATION, SHAREHOLDERS ARE THE MA BY-LAWS PROVIDE THAT, IN CASE ANY ENTITLED TO THE SAME LIMITATION OF PERSONAL SHAREHOLDER OR FORMER SHAREHOLDER SHALL BE HELD TO LIABILITY AS THAT EXTENDED TO SHAREHOLDERS OF A BE PERSONALLY LIABLE SOLELY BY REASON OF HIS OR PRIVATE CORPORATION ORGANIZED FOR PROFIT UNDER THE HER BEING OR HAVING BEEN A SHAREHOLDER OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE. TRUST OR OF A PARTICULAR SERIES OR CLASS THEREOF HOWEVER, THE BOARD MAY CAUSE ANY SHAREHOLDER TO AND NOT BECAUSE OF HIS OR HER ACTS OR OMISSIONS OR PAY FOR CHARGES OF THE DE TRUST'S CUSTODIAN OR FOR SOME OTHER REASON, THE SHAREHOLDER OR FORMER TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SHAREHOLDER (OR HIS OR HER HEIRS, EXECUTORS, SERVICING OR SIMILAR AGENT BY SETTING OFF SUCH ADMINISTRATORS OR OTHER LEGAL REPRESENTATIVES OR AMOUNT DUE FROM SUCH SHAREHOLDER FROM (I) DECLARED IN THE CASE OF A CORPORATION OR OTHER ENTITY, ITS BUT UNPAID DIVIDENDS OR DISTRIBUTIONS OWED SUCH CORPORATE OR OTHER GENERAL SUCCESSOR) SHALL BE SHAREHOLDER, OR (II) A REDUCTION IN THE NUMBER OF ENTITLED OUT OF THE ASSETS OF THE SERIES OR IN THE SHARES IN THE ACCOUNT OF SUCH SHAREHOLDER BY THAT CASE OF A CLASS, ALLOCABLE TO SUCH CLASS, OF WHICH NUMBER OF FULL AND/OR FRACTIONAL SHARES WHICH HE IS A SHAREHOLDER OR FORMER SHAREHOLDER TO BE REPRESENTS THE OUTSTANDING AMOUNT OF SUCH CHARGES HELD HARMLESS FROM THE INDEMNIFIED AGAINST ALL DUE FROM SUCH SHAREHOLDER. LOSS AND EXPENSE ARISING FROM SUCH LIABILITY. TRUSTEE/AGENT SUBJECT TO THE PROVISIONS IN THE GOVERNING THE MASSACHUSETTS STATUTE DOES NOT INCLUDE AN LIABILITY INSTRUMENT, THE DELAWARE ACT PROVIDES THAT A EXPRESS PROVISION LIMITING THE LIABILITY OF THE TRUSTEE OR ANY OTHER PERSON APPOINTED, ELECTED OR TRUSTEES OF AN MBT. THE TRUSTEES OF AN MBT COULD ENGAGED TO MANAGE THE DST, WHEN ACTING IN SUCH POTENTIALLY BE HELD PERSONALLY LIABLE FOR THE CAPACITY, WILL NOT BE PERSONALLY LIABLE TO ANY OBLIGATIONS OF THE MBT. PERSON OTHER THAN THE DST OR A SHAREHOLDER OF THE DST FOR ANY ACT, OMISSION OR OBLIGATION OF THE DST OR ANY TRUSTEE. TO THE EXTENT THAT AT LAW OR IN EQUITY, A TRUSTEE HAS DUTIES (INCLUDING FIDUCIARY DUTIES) AND LIABILITIES TO THE DST AND ITS SHAREHOLDERS, SUCH DUTIES AND LIABILITIES MAY BE EXPANDED OR RESTRICTED BY THE GOVERNING INSTRUMENT. THE DE DECLARATION PROVIDES THAT TO THE FULLEST THE MA DECLARATION PROVIDES THAT THE TRUSTEES EXTENT THAT LIMITATIONS ON THE LIABILITY OF SHALL NOT BE RESPONSIBLE FOR LIABLE IN ANY EVENT TRUSTEES AND OFFICERS ARE PERMITTED BY THE FOR ANY NEGLECT OR WRONG-DOING OF ANY OFFICER, DELAWARE ACT, THE OFFICERS AND TRUSTEES ARE NOT AGENT, EMPLOYEE, MANAGER OR PRINCIPAL UNDERWRITER RESPONSIBLE OR LIABLE IN ANY EVENT FOR ANY ACT OR OF THE TRUST, NOR SHALL ANY TRUSTEE BE RESPONSIBLE OMISSION OF ANY AGENT, EMPLOYEE, INVESTMENT FOR THE ACT OR OMISSION OF ANY OTHER TRUSTEE, BUT ADVISER OR PRINCIPAL UNDERWRITER OF THE DE TRUST, NOTHING THEREIN CONTAINED SHALL PROTECT ANY OR WITH RESPECT TO EACH TRUSTEE AND OFFICER, THE TRUSTEE AGAINST ANY LIABILITY TO WHICH HE WOULD ACT OR OMISSION OF ANY OTHER TRUSTEE OR OFFICER, OTHERWISE BE SUBJECT BY REASON OF WILLFUL RESPECTIVELY. THIS LIMITATION ON LIABILITY MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR APPLIES TO EVENTS OCCURRING AT THE TIME THE PERSON RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE SERVES AS A TRUSTEE OR OFFICER OF THE DE TRUST CONDUCT OF HIS OR HER OFFICE. WHETHER OR NOT SUCH PERSON IS A TRUSTEE OR OFFICER AT THE TIME OF ANY PROCEEDING IN WHICH LIABILITY THE MA DECLARATION FURTHER PROVIDES THAT EVERY IS ASSERTED. NOTHING IN THE DE DECLARATION NOTE, BOND, CONTRACT, INSTRUMENT, CERTIFICATE OR PROTECTS ANY OFFICER OR TRUSTEE FROM OR AGAINST UNDERTAKING AND EVERY OTHER ACT OR THING ANY LIABILITY TO THE DE TRUST OR ANY SHAREHOLDER WHATSOEVER ISSUED, EXECUTED OR DONE BY OR OND-20
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- ---------------------------------------------------TO WHICH SUCH OFFICER OR TRUSTEE WOULD OTHERWISE BEHALF OF THE TRUST OR THE TRUSTEES OR ANY OF THEM BE SUBJECT BY REASON OF WILLFUL MISFEASANCE, BAD IN CONNECTION WITH THE TRUST SHALL BE CONCLUSIVELY FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF DEEMED TO HAVE BEEN ISSUED, EXECUTED OR DONE ONLY THE DUTIES INVOLVED IN THE CONDUCT OF SUCH IN OR WITH RESPECT TO THEIR OR HIS OR HER CAPACITY PERSON'S OFFICE (SUCH REASONS REFERRED TO AS AS TRUSTEES OR TRUSTEE, AND SUCH TRUSTEES OR "DISQUALIFYING CONDUCT"). EVERY CONTRACT, ACT OR TRUSTEE SHALL NOT BE PERSONALLY LIABLE THEREON. DOCUMENT WHATSOEVER ISSUED, EXECUTED OR DONE BY OR ON BEHALF OF THE DE TRUST, THE OFFICERS OR THE TRUSTEES OR ANY OF THEM IN CONNECTION WITH THE DE TRUST SHALL BE CONCLUSIVELY DEEMED TO HAVE BEEN ISSUED, EXECUTED OR DONE ONLY IN SUCH PERSON'S CAPACITY AS TRUSTEE AND/OR AS OFFICER, AND SUCH TRUSTEE OR OFFICER, AS APPLICABLE, SHALL NOT BE PERSONALLY LIABLE THEREFORE, EXCEPT FOR DISQUALIFYING CONDUCT. NO OFFICER OR TRUSTEE SHALL BE LIABLE TO THE DE TRUST FOR ERRORS OF JUDGMENT OR MISTAKES OF FACT OR LAW. THE OFFICERS AND TRUSTEES MAY OBTAIN THE ADVICE OF COUNSEL OR OTHER EXPERTS WITH RESPECT TO THE MEANING AND OPERATION OF THE DE DECLARATION AND THEIR DUTIES AS OFFICERS OR TRUSTEES. NO SUCH OFFICER OR TRUSTEE SHALL BE LIABLE FOR ANY ACT OR OMISSION IN ACCORDANCE WITH SUCH ADVICE AND NO INFERENCE CONCERNING LIABILITY SHALL ARISE FROM A FAILURE TO FOLLOW SUCH ADVICE. THE OFFICERS AND TRUSTEES ARE NOT REQUIRED TO GIVE ANY BOND AS SUCH, NOR ANY SURETY IF A BOND IS REQUIRED. INDEMNIFICATION SUBJECT TO SUCH STANDARDS AND RESTRICTIONS, IF ALTHOUGH THE MASSACHUSETTS STATUTE IS SILENT AS TO ANY, CONTAINED IN THE GOVERNING INSTRUMENT OF A THE INDEMNIFICATION OF TRUSTEES, OFFICERS AND DST, THE DELAWARE ACT AUTHORIZES A DST TO SHAREHOLDERS, INDEMNIFICATION IS EXPRESSLY INDEMNIFY AND HOLD HARMLESS ANY TRUSTEE, PROVIDED FOR IN THE MA DECLARATION. SHAREHOLDER OR OTHER PERSON FROM AND AGAINST ANY AND ALL CLAIMS AND DEMANDS. PURSUANT TO THE DE DECLARATION, THE DE TRUST, OUT THE MA DECLARATION PROVIDES THAT THE TRUST SHALL OF THE DE TRUST'S PROPERTY, SHALL INDEMNIFY AND INDEMNIFY EACH OF ITS TRUSTEES AND OFFICERS HOLD HARMLESS EACH AND EVERY OFFICER AND TRUSTEE (INCLUDING PERSONS WHO SERVE AT THE TRUST'S FROM AND AGAINST ANY AND ALL CLAIMS AND DEMANDS REQUEST AS DIRECTORS, OFFICERS OR TRUSTEES OF WHATSOEVER ARISING OUT OF OR RELATED TO SUCH ANOTHER ORGANIZATION IN WHICH THE TRUST HAS ANY OFFICER'S OR TRUSTEE'S PERFORMANCE OF HIS OR HER INTEREST AS A SHAREHOLDER, CREDITOR OR OTHERWISE) DUTIES AS AN OFFICER OR TRUSTEE OF THE DE TRUST. (HEREINAFTER REFERRED TO AS A "COVERED PERSON") NOTHING IN THE DE DECLARATION INDEMNIFIES OR HOLD AGAINST ALL LIABILITIES AND EXPENSES, INCLUDING HARMLESS ANY OFFICER OR TRUSTEE FROM OR AGAINST BUT NOT LIMITED TO AMOUNTS PAID IN SATISFACTION OF ANY LIABILITY TO THE DE TRUST OR ANY SHAREHOLDER JUDGMENTS, IN COMPROMISE OR AS FINES AND TO WHICH SUCH OFFICER OR TRUSTEE WOULD OTHERWISE PENALTIES, AND COUNSEL FEES INCURRED BY ANY BE SUBJECT BY REASON OF DISQUALIFYING CONDUCT. COVERED PERSON IN CONNECTION WITH THE DEFENSE OR DISPOSITION OF ANY ACTION, SUIT OR OTHER THE DE BY-LAWS PROVIDE THAT THE DE TRUST SHALL PROCEEDING, WHETHER CIVIL OR CRIMINAL, BEFORE ANY INDEMNIFY ANY PERSON WHO WAS OR IS A PARTY OR IS COURT OR ADMINISTRATIVE OR LEGISLATIVE BODY, IN THREATENED TO BE MADE A PARTY TO ANY: WHICH SUCH COVERED PERSON MAY BE OR MAY HAVE O PROCEEDING (OTHER THAN AN ACTION BY OR IN BEEN INVOLVED AS A PARTY OR OTHERWISE OR WITH WHICH THE RIGHT OF THE DE TRUST) BY REASON OF THE FACT SUCH COVERED PERSON MAY BE OR MAY HAVE BEEN THAT SUCH PERSON IS OR WAS AN AGENT OF THE THREATENED, WHILE IN OFFICE OR THEREAFTER, BY DE TRUST, AGAINST EXPENSES, JUDGMENTS, REASON OF BEING OR HAVING BEEN SUCH A COVEREDD-21
Delaware Statutory Trust Massachusetts Business Trust ---------------------------------------------------- --------------------------------------------------PENALTIES, FINES, SETTLEMENTS AND OTHER PERSON EXCEPT WITH RESPECT TO ANY MATTER AS TO AMOUNTS ACTUALLY AND REASONABLY INCURRED IN WHICH SUCH COVERED PERSON SHALL HAVE BEEN FINALLY CONNECTION WITH SUCH PROCEEDING, IF SUCH ADJUDICATED IN ANY SUCH ACTION, SUIT OR OTHER PERSON ACTED IN GOOD FAITH AND IN A MANNER PROCEEDING TO BE LIABLE TO THE TRUST OR ITS THAT SUCH PERSON REASONABLY BELIEVED TO BE IN SHAREHOLDERS BY REASON OF WILLFUL MISFEASANCE, BAD THE BEST INTERESTS OF THE DE TRUST AND IN THE FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF CASE OF A CRIMINAL PROCEEDING, HAD NO THE DUTIES INVOLVED IN THE CONDUCT OF SUCH COVERED REASONABLE CAUSE TO BELIEVE SUCH PERSON'S PERSON'S OFFICE. EXPENSES, INCLUDING COUNSEL FEES CONDUCT WAS UNLAWFUL; OR SO INCURRED BY ANY SUCH COVERED PERSON (BUT O THREATENED, PENDING OR COMPLETED ACTION EXCLUDING AMOUNTS PAID IN SATISFACTION OF BY OR IN THE RIGHT OF THE DE TRUST TO PROCURE JUDGMENTS, IN COMPROMISE OR AS FINES OR A JUDGMENT IN ITS FAVOR BY REASON OF THE FACT PENALTIES), SHALL BE PAID FROM TIME TO TIME BY THE THAT THE PERSON IS OR WAS AN AGENT OF THE DE TRUST IN ADVANCE OF THE FINAL DISPOSITION OF ANY TRUST, AGAINST EXPENSES ACTUALLY AND SUCH ACTION, SUIT OR PROCEEDING UPON RECEIPT OF AN REASONABLY INCURRED BY THAT PERSON IN UNDERTAKING BY OR ON BEHALF OF SUCH COVERED PERSON CONNECTION WITH THE DEFENSE OR SETTLEMENT OF TO REPAY AMOUNTS SO PAID TO THE TRUST IF IT IS THAT ACTION IF THAT PERSON ACTED IN GOOD ULTIMATELY DETERMINED THAT INDEMNIFICATION OF SUCH FAITH AND IN A MANNER THAT PERSON REASONABLY EXPENSE IS NOT AUTHORIZED UNDER THE MA BELIEVED TO BE IN THE BEST INTERESTS OF THE DECLARATION; PROVIDED, HOWEVER, THAT EITHER (A) DE TRUST. SUCH COVERED PERSON SHALL HAVE PROVIDED APPROPRIATE SECURITY FOR SUCH UNDERTAKING, (B) THE "AGENT" MEANS ANY PERSON WHO IS OR WAS A TRUSTEE, TRUST SHALL BE INSURED AGAINST LOSSES ARISING FROM OFFICER, EMPLOYEE OR OTHER AGENT OF THE DE TRUST ANY SUCH ADVANCE PAYMENTS OR (C) EITHER A MAJORITY OR IS OR WAS SERVING AT THE REQUEST OF THE DE OF THE DISINTERESTED TRUSTEES ACTING ON THE MATTER TRUST AS A TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE OR (PROVIDED THAT A MAJORITY OF THE DISINTERESTED AGENT OF ANOTHER FOREIGN OR DOMESTIC CORPORATION, TRUSTEES THEN IN OFFICE ACT ON THE MATTER), OR PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER INDEPENDENT LEGAL COUNSEL IN A WRITTEN OPINION, ENTERPRISE OR WAS A TRUSTEE, DIRECTOR, OFFICER, SHALL HAVE DETERMINED, BASED UPON A REVIEW OF EMPLOYEE OR AGENT OF A FOREIGN OR DOMESTIC READILY AVAILABLE FACTS (AS OPPOSED TO A FULL CORPORATION WHICH WAS A PREDECESSOR OF ANOTHER TRIAL TYPE INQUIRY) THAT THERE IS REASON TO ENTERPRISE AT THE REQUEST OF SUCH PREDECESSOR BELIEVE THAT SUCH COVERED PERSON WILL BE FOUND ENTITY. ENTITLED TO INDEMNIFICATION UNDER THE MA DECLARATION. FOR PURPOSES OF THE FOREGOING TWO BULLET POINTS: AS TO ANY MATTER DISPOSED OF (WHETHER BY (A) THE TERMINATION OF ANY PROCEEDING BY JUDGMENT, COMPROMISE PAYMENT PURSUANT TO A CONSENT DECREE OR ORDER, OR SETTLEMENT SHALL NOT OF ITSELF CREATE A OTHERWISE) WITHOUT AN ADJUDICATION BY A COURT, OR PRESUMPTION THAT THE PERSON DID NOT ACT IN GOOD BY ANY OTHER BODY BEFORE WHICH THE PROCEEDING WAS FAITH OR IN A MANNER WHICH THE PERSON REASONABLY BROUGHT, THAT SUCH COVERED PERSON IS LIABLE TO THE BELIEVED TO BE IN THE BEST INTERESTS OF THE DE TRUST OR ITS SHAREHOLDERS BY REASON OF WILLFUL TRUST OR THAT THE PERSON HAD REASONABLE CAUSE TO MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR BELIEVE THAT THE PERSON'S CONDUCT WAS UNLAWFUL; RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE AND (B) THE TERMINATION OF ANY PROCEEDING BY CONDUCT OF HIS OR HER OFFICE, INDEMNIFICATION CONVICTION, OR A PLEA OF NOLO CONTENDERE OR ITS SHALL BE PROVIDED IF (A) APPROVED, AFTER NOTICE EQUIVALENT, OR AN ENTRY OF AN ORDER OF PROBATION THAT IT INVOLVES SUCH INDEMNIFICATION BY AT LEAST PRIOR TO JUDGMENT, CREATES A REBUTTABLE A MAJORITY OF THE DISINTERESTED TRUSTEES ACTING ON PRESUMPTION THAT THE PERSON DID NOT ACT IN GOOD THE MATTER (PROVIDED THAT A MAJORITY OF THE FAITH, OR IN A MANNER WHICH THE PERSON REASONABLY DISINTERESTED TRUSTEES THEN IN OFFICE ACT ON THE BELIEVED TO BE IN THE BEST INTERESTS OF THE DE TRUST MATTER) UPON A DETERMINATION, BASED UPON A REVIEW OR THAT THE PERSON HAD REASONABLE CAUSE TO BELIEVE OF READILY AVAILABLE FACTS (AS OPPOSED TO A FULL THAT THE PERSON'S CONDUCT WAS UNLAWFUL. TRIAL TYPE INQUIRY) THAT SUCH COVERED PERSON IS NOT LIABLE TO THE TRUST OR ITS SHAREHOLDERS BY NOTWITHSTANDING ANY CONTRARY PROVISION IN THE DE REASON OF WILLFUL MISFEASANCE, BAD FAITH, GROSS BY-LAWS, THERE IS NO RIGHT TO INDEMNIFICATION FOR NEGLIGENCE OR RECKLESS DISREGARD OF THE DUTIES ANY LIABILITY ARISING BY REASON OF DISQUALIFYING INVOLVED IN THE CONDUCT OF HIS OR HER OFFICE, OR CONDUCT. (B) THERE HAS BEEN OBTAINED AN OPINION IN WRITINGD-22
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------NO INDEMNIFICATION SHALL BE MADE UNDER THE ABOVE OF INDEPENDENT LEGAL COUNSEL BASED UPON A REVIEW TWO BULLET POINTS: OF READILY AVAILABLE FACTS (AS OPPOSED TO A FULL (A) IN RESPECT OF ANY CLAIM, ISSUE OR TRIAL TYPE INQUIRY) TO THE EFFECT THAT SUCH MATTER AS TO WHICH THAT PERSON SHALL HAVE BEEN INDEMNIFICATION WOULD NOT PROTECT SUCH COVERED ADJUDGED TO BE LIABLE IN THE PERFORMANCE OF THAT PERSON AGAINST ANY LIABILITY TO THE TRUST TO WHICH PERSON'S DUTY TO THE DE TRUST, UNLESS AND ONLY TO HE WOULD OTHERWISE BE SUBJECT BY REASON OF WILLFUL THE EXTENT THAT THE COURT IN WHICH THAT ACTION WAS MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR BROUGHT SHALL DETERMINE UPON APPLICATION THAT IN RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE VIEW OF ALL THE CIRCUMSTANCES OF THE CASE, THAT CONDUCT OF HIS OR HER OFFICE. ANY APPROVAL PERSON WAS NOT LIABLE BY REASON OF THE PURSUANT TO THE MA DECLARATION SHALL NOT PREVENT DISQUALIFYING CONDUCT AND IS FAIRLY AND REASONABLY THE RECOVERY FROM ANY COVERED PERSON OF ANY AMOUNT ENTITLED TO INDEMNITY FOR THE EXPENSES WHICH THE PAID TO SUCH COVERED PERSON IN ACCORDANCE WITH THE COURT SHALL DETERMINE; OR MA DECLARATION AS INDEMNIFICATION IF SUCH COVERED (B) IN RESPECT OF ANY CLAIM, ISSUE, OR PERSON IS SUBSEQUENTLY ADJUDICATED BY A COURT OF MATTER AS TO WHICH THAT PERSON SHALL HAVE BEEN COMPETENT JURISDICTION TO HAVE BEEN LIABLE TO THE ADJUDGED TO BE LIABLE ON THE BASIS THAT PERSONAL TRUST OR ITS SHAREHOLDERS BY REASON OF WILLFUL BENEFIT WAS IMPROPERLY RECEIVED BY HIM, WHETHER OR MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR NOT THE BENEFIT RESULTED FROM AN ACTION TAKEN IN RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE THE PERSON'S OFFICIAL CAPACITY; OR CONDUCT OF SUCH COVERED PERSON'S OFFICE. (C) OF AMOUNTS PAID IN SETTLING OR OTHERWISE DISPOSING OF A THREATENED OR PENDING ACTION, WITH OR WITHOUT COURT APPROVAL, OR OF EXPENSES INCURRED IN DEFENDING A THREATENED OR PENDING ACTION WHICH IS SETTLED OR OTHERWISE DISPOSED OF WITHOUT COURT APPROVAL, UNLESS THE REQUIRED APPROVAL DESCRIBED BELOW IS OBTAINED. NO INDEMNIFICATION OR ADVANCE SHALL BE MADE UNDER THE MA DECLARATION PROVIDES THAT THE RIGHT OF THE DE BY-LAWS IN ANY CIRCUMSTANCES WHERE IT WOULD INDEMNIFICATION PROVIDED THEREIN SHALL NOT BE BE INCONSISTENT WITH: EXCLUSIVE OF OR AFFECT ANY OTHER RIGHTS TO WHICH (A) A PROVISION OF THE DE DECLARATION, A SUCH COVERED PERSON MAY BE ENTITLED. AS USED IN RESOLUTION OF THE SHAREHOLDERS, OR AN AGREEMENT THE MA DECLARATION, THE TERM "COVERED PERSON" WHICH PROHIBITS OR OTHERWISE LIMITS SHALL INCLUDE SUCH PERSON'S HEIRS, EXECUTORS AND INDEMNIFICATION, WHICH WAS IN EFFECT AT THE TIME ADMINISTRATORS AND A "DISINTERESTED TRUSTEE" IS A OF ACCRUAL OF THE ALLEGED CAUSE OF ACTION ASSERTED TRUSTEE WHO IS NOT AN "INTERESTED PERSON" OF THE IN THE PROCEEDING IN WHICH THE EXPENSES WERE TRUST AS DEFINED IN SECTION 2(A)(19) OF THE 1940 INCURRED OR OTHER AMOUNTS WERE PAID; OR ACT (OR WHO HAS BEEN EXEMPTED FROM BEING AN (B) ANY CONDITION EXPRESSLY IMPOSED BY A "INTERESTED PERSON" BY ANY RULE, REGULATION OR COURT IN APPROVING A SETTLEMENT. ORDER OF THE COMMISSION), AND AGAINST WHOM NONE OF SUCH ACTIONS, SUITS OR OTHER PROCEEDINGS OR THE FOREGOING DE BY-LAWS PROVISIONS DO NOT APPLY ANOTHER ACTION, SUIT OR OTHER PROCEEDING ON THE TO ANY PROCEEDING AGAINST ANY TRUSTEE, INVESTMENT SAME OR SIMILAR GROUNDS IS THEN OR HAS BEEN MANAGER OR OTHER FIDUCIARY OF AN EMPLOYEE BENEFIT PENDING. PLAN IN THAT PERSON'S CAPACITY AS SUCH, EVEN THOUGH THAT PERSON MAY ALSO BE AN AGENT OF THE DE TRUST. THE DE BY-LAWS PROVIDE THAT NOTHING CONTAINED IN NOTHING CONTAINED IN THE MA DECLARATION SHALL ARTICLE VI OF THE DE BY-LAWS (WHICH ADDRESSES AFFECT ANY RIGHTS TO INDEMNIFICATION TO WHICH INDEMNIFICATION) SHALL AFFECT ANY RIGHT TO PERSONNEL OF THE TRUST, OTHER THAN TRUSTEES AND INDEMNIFICATION TO WHICH PERSONS OTHER THAN OFFICERS, AND OTHER PERSONS MAY BE ENTITLED BY TRUSTEES AND OFFICERS OF THE DE TRUST OR ANY CONTRACT OR OTHERWISE UNDER LAW, NOR THE POWER OF SUBSIDIARY THEREOF MAY BE ENTITLED BY CONTRACT OR THE TRUST TO PURCHASE AND MAINTAIN LIABILITY OTHERWISE. INSURANCE ON BEHALF OF ANY SUCH PERSON; PROVIDED,D-23
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------HOWEVER, THAT THE TRUST SHALL NOT PURCHASE OR MAINTAIN ANY SUCH LIABILITY INSURANCE IN CONTRAVENTION OF APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE 1940 ACT. SUBJECT TO THE FOREGOING, THE DE BY-LAWS PROVIDE THE MA BY-LAWS PROVIDE THAT EXPENSES INCURRED IN THAT THE DE TRUST MAY ADVANCE EXPENSES INCURRED IN DEFENDING ANY PROCEEDING MAY BE ADVANCED BY THE DEFENDING ANY PROCEEDING, BEFORE THE FINAL TRUST BEFORE THE FINAL DISPOSITION OF THE DISPOSITION OF THE PROCEEDING ON RECEIPT OF AN PROCEEDING ON RECEIPT OF AN UNDERTAKING BY OR ON UNDERTAKING BY OR ON BEHALF OF THE AGENT TO REPAY BEHALF OF THE AGENT TO REPAY THE AMOUNT OF THE THE AMOUNT OF THE ADVANCE UNLESS IT SHALL BE ADVANCE UNLESS IT SHALL BE DETERMINED ULTIMATELY DETERMINED ULTIMATELY THAT THE AGENT IS ENTITLED THAT THE AGENT IS ENTITLED TO BE INDEMNIFIED AS TO BE INDEMNIFIED AS AUTHORIZED IN THE DE BY-LAWS, AUTHORIZED IN THE MA BY-LAWS, PROVIDED THE AGENT PROVIDED THE AGENT PROVIDES A SECURITY FOR HIS PROVIDES A SECURITY FOR HIS OR HER UNDERTAKING, OR UNDERTAKING, OR A MAJORITY OF A QUORUM OF THE A MAJORITY OF A QUORUM OF THE DISINTERESTED, INDEPENDENT TRUSTEES, WHO ARE NON-PARTY TRUSTEES, NON-PARTY TRUSTEES, OR AN INDEPENDENT LEGAL OR AN INDEPENDENT LEGAL COUNSEL IN A WRITTEN COUNSEL IN A WRITTEN OPINION, DETERMINE THAT BASED OPINION, DETERMINES THAT, BASED ON A REVIEW OF ON A REVIEW OF READILY AVAILABLE FACTS, THERE IS READILY AVAILABLE FACTS, THERE IS REASON TO REASON TO BELIEVE THAT SAID AGENT ULTIMATELY WILL BELIEVE THAT SAID AGENT ULTIMATELY WILL BE FOUND BE FOUND ENTITLED TO INDEMNIFICATION. ENTITLED TO INDEMNIFICATION. THE DE BY-LAWS ALSO PROVIDE THAT TO THE EXTENT THAT AN AGENT OF THE DE TRUST HAS BEEN SUCCESSFUL ON THE MERITS IN DEFENSE OF ANY PROCEEDING REFERRED TO IN THE ABOVE TWO BULLET POINTS OR IN DEFENSE OF ANY CLAIM, ISSUE OR MATTER THEREIN, BEFORE THE COURT OR OTHER BODY BEFORE WHOM THE PROCEEDING WAS BROUGHT, THE AGENT SHALL BE INDEMNIFIED AGAINST EXPENSES ACTUALLY AND REASONABLY INCURRED BY THE AGENT IN CONNECTION THEREWITH, PROVIDED THAT THE BOARD, INCLUDING A MAJORITY WHO ARE INDEPENDENT TRUSTEES AND NON-PARTY TRUSTEES, ALSO DETERMINES THAT, BASED UPON A REVIEW OF THE FACTS, THE AGENT WAS NOT LIABLE BY REASON OF DISQUALIFYING CONDUCT.D-24
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------INSURANCE THE DELAWARE ACT IS SILENT AS TO THE RIGHT OF A THE MASSACHUSETTS STATUTE DOES NOT CONTAIN DST TO PURCHASE INSURANCE ON BEHALF OF ITS SPECIFIC PROVISIONS WITH RESPECT TO THE ABILITY OF TRUSTEES OR OTHER PERSONS. AN MBT TO OBTAIN INSURANCE ON BEHALF OF ITS TRUSTEES OR OTHER PERSONS. HOWEVER, AS THE POLICY OF THE DELAWARE ACT IS TO THE MA DECLARATION PROVIDES THAT THE TRUSTEES GIVE MAXIMUM EFFECT TO THE PRINCIPLE OF FREEDOM OF SHALL HAVE THE POWER AND AUTHORITY TO PURCHASE AND CONTRACT AND TO THE ENFORCEABILITY OF GOVERNING PAY FOR ENTIRELY OUT OF TRUST PROPERTY SUCH INSTRUMENTS, THE DE DECLARATION AUTHORIZES THE INSURANCE AS THEY MAY DEEM NECESSARY OR BOARD, TO THE FULLEST EXTENT PERMITTED BY APPROPRIATE FOR THE CONDUCT OF THE BUSINESS, APPLICABLE LAW, TO PURCHASE WITH DE TRUST ASSETS, INCLUDING WITHOUT LIMITATION, INSURANCE POLICIES INSURANCE FOR LIABILITY AND FOR ALL EXPENSES INSURING THE ASSETS OF THE TRUST AND PAYMENT OF REASONABLY INCURRED OR PAID OR EXPECTED TO BE PAID DISTRIBUTIONS AND PRINCIPAL ON ITS PORTFOLIO BY A TRUSTEE OR OFFICER IN CONNECTION WITH ANY INVESTMENTS, AND INSURANCE POLICIES INSURING THE CLAIM, ACTION, SUIT OR PROCEEDING IN WHICH SUCH SHAREHOLDERS, TRUSTEES, OFFICERS, EMPLOYEES, PERSON BECOMES INVOLVED BY VIRTUE OF SUCH PERSON'S AGENTS, INVESTMENT ADVISERS, PRINCIPAL CAPACITY OR FORMER CAPACITY WITH THE DE TRUST, UNDERWRITERS, OR INDEPENDENT CONTRACTORS OF THE WHETHER OR NOT THE DE TRUST WOULD HAVE THE POWER TRUST INDIVIDUALLY AGAINST ALL CLAIMS AND TO INDEMNIFY SUCH PERSON AGAINST SUCH LIABILITY LIABILITIES OF EVERY NATURE ARISING BY REASON OF UNDER THE DE DECLARATION. HOLDING, BEING OR HAVING HELD ANY SUCH OFFICE OR POSITION, OR BY REASON OF ANY ACTION ALLEGED TO HAVE BEEN TAKEN OR OMITTED BY ANY SUCH PERSON AS TRUSTEE, OFFICER, EMPLOYEE, AGENT, INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, OR INDEPENDENT CONTRACTOR, INCLUDING ANY ACTION TAKEN OR OMITTED THAT MAY BE DETERMINED TO CONSTITUTE NEGLIGENCE, WHETHER OR NOT THE TRUST WOULD HAVE THE POWER TO INDEMNIFY SUCH PERSON AGAINST LIABILITY. THE DE BY-LAWS PROVIDE THAT UPON AND IN THE EVENT THE MA BY-LAWS PROVIDE THAT, UPON AND IN THE EVENT OF A DETERMINATION BY THE BOARD TO PURCHASE SUCH OF A DETERMINATION BY THE BOARD OF TRUSTEES TO INSURANCE, THE DE TRUST SHALL BE ENTITLED TO PURCHASE SUCH INSURANCE, THE TRUST SHALL BE PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF ANY ENTITLED TO PURCHASE AND MAINTAIN INSURANCE ON AGENT OF THE DE TRUST AGAINST ANY LIABILITY BEHALF OF ANY AGENT OF THE TRUST AGAINST ANY ASSERTED AGAINST OR INCURRED BY THE AGENT IN SUCH LIABILITY ASSERTED AGAINST OR INCURRED BY THE CAPACITY OR ARISING OUT OF THE AGENT'S STATUS AS AGENT IN SUCH CAPACITY OR ARISING OUT OF THE SUCH. AGENT'S STATUS AS SUCH. SHAREHOLDER RIGHT UNDER THE DELAWARE ACT, EXCEPT TO THE EXTENT THE MASSACHUSETTS STATUTE DOES NOT CONTAIN OF INSPECTION OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT AND SPECIFIC PROVISIONS RELATING TO SHAREHOLDERS' SUBJECT TO REASONABLE STANDARDS ESTABLISHED BY THE RIGHTS OF INSPECTION. TRUSTEES, EACH SHAREHOLDER HAS THE RIGHT, UPON REASONABLE DEMAND FOR ANY PURPOSE REASONABLY RELATED TO THE SHAREHOLDER'S INTEREST AS A SHAREHOLDER, TO OBTAIN FROM THE DST CERTAIN INFORMATION REGARDING THE GOVERNANCE AND AFFAIRS OF THE DST. THE DE BY-LAWS PROVIDE THAT THE DE TRUST WILL KEEP THE MA BY-LAWS PROVIDE THAT THE TRUST SHALL KEEP AT ITS PRINCIPAL EXECUTIVE OFFICE THE ORIGINAL OR AT ITS PRINCIPAL EXECUTIVE OFFICE OR AT THE OFFICE A COPY OF THE DE BY-LAWS, AS AMENDED, WHICH WILL OF ITS TRANSFER AGENT OR REGISTRAR A RECORD OF ITS BE OPEN TO INSPECTION BY THE SHAREHOLDERS AT ALL SHAREHOLDERS, PROVIDING THE NAMES AND ADDRESSES OF REASONABLE TIMES DURING OFFICE HOURS. ALL SHAREHOLDERS AND THE NUMBER, SERIES AND CLASSES OF SHARES HELD BY EACH SHAREHOLDER.D-25
Delaware Statutory Trust Massachusetts Business Trust -------------------------------------------------- --------------------------------------------------THE ACCOUNTING BOOKS AND RECORDS AND MINUTES OF THE MA BY-LAWS FURTHER PROVIDE THAT THE TRUST PROCEEDINGS OF THE SHAREHOLDERS AND THE BOARD AND SHALL KEEP AT ITS PRINCIPAL EXECUTIVE OFFICE THE ANY COMMITTEE OR COMMITTEES OF THE BOARD WILL BE: ORIGINAL OR A COPY OF THOSE BY-LAWS AS AMENDED TO DATE, WHICH SHALL BE OPEN TO INSPECTION BY THE O KEPT WHEREVER DESIGNATED BY THE BOARD OR SHAREHOLDERS AT ALL REASONABLE TIMES DURING OFFICE IN THE ABSENCE OF SUCH DESIGNATION, AT THE HOURS. PRINCIPAL EXECUTIVE OFFICE OF THE DE TRUST; O KEPT EITHER IN WRITTEN FORM OR IN ANY THE MA BY-LAWS ALSO PROVIDE THAT THE ACCOUNTING OTHER FORM CAPABLE OF BEING CONVERTED INTO BOOKS AND RECORDS AND MINUTES OF PROCEEDINGS OF WRITTEN FORM; AND THE SHAREHOLDERS AND THE BOARD OF TRUSTEES AND ANY O OPEN TO INSPECTION UPON THE WRITTEN COMMITTEE OR COMMITTEES OF THE BOARD OF TRUSTEES DEMAND OF ANY SHAREHOLDER OR HOLDER OF A SHALL BE KEPT AT SUCH PLACE OR PLACES DESIGNATED VOTING TRUST CERTIFICATE AT ANY REASONABLE BY THE BOARD OF TRUSTEES OR IN THE ABSENCE OF SUCH TIME DURING USUAL BUSINESS HOURS FOR A DESIGNATION, AT THE PRINCIPAL EXECUTIVE OFFICE OF PURPOSE REASONABLY RELATED TO THE HOLDER'S THE TRUST, SHALL BE KEPT EITHER IN WRITTEN FORM OR INTERESTS AS A SHAREHOLDER OR AS THE HOLDER IN ANY OTHER FORM CAPABLE OF BEING CONVERTED INTO OF A VOTING TRUST CERTIFICATE. THE INSPECTION WRITTEN FORM. THE MINUTES AND ACCOUNTING BOOKS AND MAY BE MADE IN PERSON OR BY AN AGENT OR RECORDS SHALL BE OPEN TO INSPECTION UPON THE ATTORNEY. WRITTEN DEMAND OF ANY SHAREHOLDER OR HOLDER OF A VOTING TRUST CERTIFICATE AT ANY REASONABLE TIME DURING USUAL BUSINESS HOURS FOR A PURPOSE REASONABLY RELATED TO THE HOLDER'S INTERESTS AS A SHAREHOLDER OR AS THE HOLDER OF A VOTING TRUST CERTIFICATE. THE INSPECTION MAY BE MADE IN PERSON OR BY AN AGENT OR ATTORNEY. DERIVATIVE ACTIONS UNDER THE DELAWARE ACT, A SHAREHOLDER MAY BRING A THE MASSACHUSETTS STATUTE DOES NOT CONTAIN DERIVATIVE ACTION IF TRUSTEES WITH AUTHORITY TO DO SPECIFIC PROVISIONS ADDRESSING DERIVATIVE ACTIONS. SO HAVE REFUSED TO BRING THE ACTION OR IF A DEMAND UPON THE TRUSTEES TO BRING THE ACTION IS NOT LIKELY TO SUCCEED. A SHAREHOLDER MAY BRING A DERIVATIVE ACTION ONLY IF THE SHAREHOLDER IS A SHAREHOLDER AT THE TIME THE ACTION IS BROUGHT AND: (I) WAS A SHAREHOLDER AT THE TIME OF THE TRANSACTION COMPLAINED ABOUT OR (II) ACQUIRED THE STATUS OF SHAREHOLDER BY OPERATION OF LAW OR PURSUANT TO THE GOVERNING INSTRUMENT FROM A PERSON WHO WAS A SHAREHOLDER AT THE TIME OF THE TRANSACTION. A SHAREHOLDER'S RIGHT TO BRING A DERIVATIVE ACTION MAY BE SUBJECT TO SUCH ADDITIONAL STANDARDS AND RESTRICTIONS, IF ANY, AS ARE SET FORTH IN THE GOVERNING INSTRUMENT. THE DE DECLARATION HAS NO PROVISION REGARDING THE MA DECLARATION HAS A PROVISION REGARDING DERIVATIVE ACTIONS. SHAREHOLDER VOTING WITH RESPECT TO DERIVATIVE ACTIONS, AS DESCRIBED ABOVE. MANAGEMENT THE DE TRUST, UPON COMPLETION OF THE THE TRUST IS AN OPEN-END MANAGEMENT INVESTMENT INVESTMENT COMPANY REORGANIZATION, WILL BE AN OPEN-END MANAGEMENT COMPANY UNDER THE 1940 ACT (I.E., A MANAGEMENT CLASSIFICATION INVESTMENT COMPANY UNDER THE 1940 ACT (I.E., A INVESTMENT COMPANY WHOSE SECURITIES ARE MANAGEMENT INVESTMENT COMPANY WHOSE SECURITIES ARE REDEEMABLE). EACH SERIES OF THE TRUST IS REDEEMABLE). NON-DIVERSIFIED UNDER THE 1940 ACT.D-26EXHIBIT E AUDIT FEE INFORMATION FEES BILLED BY ERNST & YOUNG LLP:
AUDIT AGGREGATE TRUST NAME/ RELATED ALL OTHER NON-AUDIT FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES FEES FEES ----------------- ---------- ------- -------- --------- ---------next $500 million (Delaware Group State Tax-Free Income Trust 2/29/04 $22,550 $0 $ 1,250 $0 $ 1,250 2/28/03 $21,350 $0 $ 1,150 $0 $ 1,150_______, 200__ 0.45% on next $1.5 billion Trust) 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free USA Fund (Delaware _______, 200__ 0.50% on next $500 million Group Cash ReserveTax-Free Fund)0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.50% on first $500 million Delaware Tax-Free USA Intermediate _______, 200__ 0.475% on next $500 million Fund 3/31/04 $23,150 $0 $ 1,250 $0 $ 1,250 3/31/03 $21,350 $0 $ 1,150 $0 $ 1,150(Delaware Group Tax-Free Fund)0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.45% on first $500 million Delaware Tax-Free Money Fund (Delaware _______, 200__ 0.40% on next $500 million Group Tax-Free Money MarketFund)0.35% on next $1.5 billion 0.30% on assets in excess of $2.5 billion Delaware REIT Fund 4/30/04 $21,950 $0 $ 1,250 $0 $ 1,250 4/30/03 $21,350 $0 $ 1,150 $0 $ 1,150(also known as The0.75% on first $500 million Real Estate Investment Trust Portfolio ) _______, 200__ 0.70% on next $500 million (Delaware Pooled Trust) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.500 billion 0.50% on first $500 million Delaware Tax-Free Arizona Fund 0.475% on next $500 million _______, 200__ (Voyageur Insured Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion Delaware Tax-Free Minnesota Intermediate 0.50% on first $500 million Fund (Voyageur Intermediate Tax Free _______, 200__ 0.475% on next $500 million Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 million 0.55% on first $500 million Delaware Minnesota High-Yield Municipal _______, 200__ 0.50% on next $500 million Bond Fund (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion I-7
Management Fee Schedule (as a Fund Name (Trust Name) Effective Date percentage of average daily net assets) Annual Rate 0.55% on first $500 million Delaware National High-Yield Municipal _______, 200__ 0.50% on next $500 million Bond Fund (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free California Fund _______, 200__ 0.50% on next $500 million (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free Idaho Fund (Voyageur _______, 200__ 0.50% on next $500 million Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free New York Fund _______, 200__ 0.50% on next $500 million (Voyageur Mutual Funds) 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Tax-Free Colorado Fund _______, 200__ 0.50% on next $500 million (Voyageur Mutual Funds III 4/30/04 $33,150 $0 $ 2,500 $0 $ 2,500 4/30/03 $36,100 $0 $ 2,300 $0 $ 2,300II)0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Group EquitySelect Growth Fund (Voyageur_______, 200__ 0.70% on next $500 million Mutual Funds III 6/30/04 $60,850 $0 $10,750 $0 $10,750 6/30/03 $96,050 $0 $ 8,750 $0 $ 8,750III)0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.65% on the first $500 million Delaware Group IncomeLarge Cap Core Fund (Voyageur_______, 200__ 0.60% on the next $500 million Mutual Funds 7/31/04 $74,700 $0 $ 8,750 $0 $ 8,750 7/31/03 $78,950 $0 $ 6,250 $0 $ 6,250III)0.55% on the next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.55% on first $500 million Delaware Group GovernmentTax-Free Minnesota Fund7/31/04 $26,000 $0 $ 1,750 $0 $ 1,750 7/31/03 $23,750 $0 $ 1,250 $0 $ 1,250 Delaware Group Tax-Free Fund 8/31/04 $57,600 $0 $ 5,250 $0 $ 5,250 8/31/03 $50,650 $0 $ 3,750 $0 $ 3,750_______, 200__ 0.50% on next $500 million (Voyageur Insured Funds 8/31/04 $26,020 $0 $ 3,500 $0 $ 3,500 8/31/03 $22,970 $0 $ 2,500 $0 $ 2,500 Voyageur IntermediateTax FreeFunds 8/31/04 $13,010 $0 $ 1,750 $0 $ 1,750 8/31/03 $11,490 $0 $ 1,250 $0 $ 1,250 VoyageurFunds)0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion I-8
APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEES
Fund (Trust) Date of Current
InvestmentTrust 8/31/04 $65,070 $0 $ 8,750 $0 $ 8,750 8/31/03 $57,430 $0 $ 6,250 $0 $ 6,250 Voyageur Mutual Funds 8/31/04 $78,080 $0 $10,500 $0 $10,500 8/31/03 $68,930 $0 $ 7,500 $0 $ 7,500 Voyageur Mutual Funds II 8/31/04 $13,010 $0 $ 1,750 $0 $ 1,750 8/31/03 $11,490 $0 $ 1,250 $0 $ 1,250 Voyageur Tax-Free Funds 8/31/04 $13,010 $0 $ 1,750 $0 $ 1,750 8/31/03 $11,490 $0 $ 1,250 $0 $ 1,250Advisory
AgreementDate Last Approved by
Shareholders*Delaware Group Equity Funds IV 9/30/04 $43,350 $0 $ 3,500 $0 $ 3,500 9/30/03 $38,900 $0 $ 2,500 $0 $ 2,500E-1
AUDIT AGGREGATE TRUST NAME/ RELATED ALL OTHER NON-AUDIT FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES FEES FEES ----------------- ---------- ------- -------- --------- ---------Delaware Group Foundation Funds 9/30/04 $ 49,000 $0 $ 7,000 $0 $ 7,000 9/30/03 $ 45,000 $0 $ 5,000 $0 $ 5,000 DelawareDiversified Income Fund (Delaware Group AdviserFunds 10/31/04 $ 45,500 $0 $ 3,500 $0 $ 3,500 10/31/03 $ 45,000 $0 $ 2,500 $0 $ 2,500 Delaware Group Equity Funds I 10/31/04 $ 24,250 $0 $ 3,500 $0 $ 3,500 10/31/03 $ 39,500 $0 $ 2,500 $0 $ 2,500 Delaware Pooled Trust 10/31/04 $205,300 $0 $35,750 $0 $35,750 10/31/03 $184,750 $0 $26,250 $0 $26,250 Delaware Group Equity Funds II 11/30/03 $ 74,300 $0 $ 5,000 $0 $ 5,000 11/30/02 $ 54,700 $0 $ 4,600 $0 $ 4,600 Delaware Group Equity Funds V 11/30/03 $ 50,650 $0 $ 3,750 $0 $ 3,750 11/30/02 $ 43,150 $0 $ 3,950 $0 $ 3,950 Delaware Group Global & International Funds 11/30/03 $ 53,050 $0 $ 3,750 $0 $ 3,750 11/30/02 $ 44,650 $0 $ 5,450 $0 $ 5,450 Delaware Group Limited-Term Government Funds 12/31/03 $ 23,750 $0 $ 1,250 $0 $ 1,250 12/31/02 $ 21,350 $0 $ 1,150 $0 $ 1,150Fees for services provided by Ernst & Young LLP to DMC and other service providers to the Trusts that are under control with DMC and provide ongoing services to the Trusts.
TWELVE-MONTH AUDIT RELATED AGGREGATE PERIOD ENDED FEES TAX FEES ALL OTHER FEES NON-AUDIT FEES ------------ ------------- --------- -------------- --------------10/31/04 $167,700 $0 $0 $495,840 10/31/03 $166,400 $0 $0 $381,800E-2EXHIBIT F OUTSTANDING SHARES AS OF DECEMBER 10, 2004
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------DELAWARE GROUP ADVISER FUNDSFunds)June 28, 2002 June 28, 2002 Delaware U.S. Growth Fund Class A Shares ............................... 3,351,441.522 Class B Shares ............................... 3,067,228.402 Class C Shares ............................... 799,359.939 Class R Shares ............................... 23,612.024 Institutional Class Shares ................... 234,991.257 --------------- Total ........................................ 7,476,633.144 Delaware Diversified Income Fund Class A Shares ............................... 36,541,345.473 Class B Shares ............................... 5,034,778.501 Class C Shares ............................... 13,634,477.909 Class R Shares ............................... 724,192.845 Institutional Class Shares ................... 289,937.731 --------------- Total ........................................ 56,224,732.459 DELAWARE GROUP CASH RESERVE(Delaware Group Adviser Funds)November 23, 1999 November 23, 1999 Delaware Cash Reserve Fund Class A Shares ............................... 445,875,781.133 Class B Shares ............................... 18,627,158.559 Class C Shares ............................... 8,276,002.753 Consultant Class Shares ...................... 21,937,760.528 --------------- Total ........................................ 494,716,702.973 DELAWARE GROUP EQUITY FUNDS I(Delaware Group Cash Reserve)December 15, 1999 December 15, 1999 Delaware Balanced Fund Class A Shares ............................... 14,645,151.663 Class B Shares ............................... 1,631,572.771 Class C Shares ............................... 461,929.291 Class R Shares ............................... 219.967 Institutional Class Shares ................... 233,930.592 --------------- Total ........................................ 16,972,804.284 DELAWARE GROUP EQUITY FUNDS II DelawareMid Cap Value FundClass A Shares ............................... 651,938.658 Class B Shares ............................... 159,173.831 Class C Shares ............................... 244,371.661 Institutional Class Shares ................... 9,943,579.843 --------------- Total ........................................ 10,999,063.993(Delaware Group Equity Funds I)January 30, 2008 January 30, 2008 Delaware Large Cap Value Fund Class A Shares ............................... 69,264,113.265 Class B Shares ............................... 10,229,977.376 Class C Shares ............................... 2,335,366.437 Class R Shares ............................... 68,400.615 Institutional Class Shares ................... 2,443,005.050 --------------- Total ........................................ 84,340,862.743F-1
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------(Delaware Group Equity Funds II) November 23, 1999 November 23, 1999 Delaware Social AwarenessValue FundClass A Shares ............................... 1,839,507.202 Class B Shares ............................... 2,060,644.546 Class C Shares ............................... 733,181.927 Institutional Class Shares ................... 58,968.803 -------------- Total ........................................ 4,692,302.478 DELAWARE GROUP EQUITY FUNDS III(Delaware Group Equity Funds II)November 23,1999 November 23,1999 Delaware American Services Fund Class A Shares ............................... 5,436,951.718 Class B Shares ............................... 1,544,141.244 Class C Shares ............................... 1,525,198.474 Institutional Class Shares ................... 168,337.859 -------------- Total ........................................ 8,674,629.295(Delaware Group Equity Funds III)December 22, 1999 December 22, 1999 Delaware Small Cap Growth Fund Class A Shares ............................... 2,369,528.586 Class B Shares ............................... 475,474.001 Class C Shares ............................... 651,235.021 Class R Shares ............................... 78,413.619 Institutional Class Shares ................... 114,894.845 -------------- Total ........................................ 3,689,546.072(Delaware Group Equity Funds III)June 26, 2001 June 26, 2001 Delaware Trend Fund Class A Shares ............................... 45,376,263.198 Class B Shares ............................... 9,414,276.443 Class C Shares ............................... 9,222,368.838 Class R Shares ............................... 323,348.327 Institutional Class Shares ................... 15,788,462.953 -------------- Total ........................................ 80,124,719.759 DELAWARE GROUP EQUITY FUNDS IV(Delaware Group Equity Funds III)August 27, 1999 August 27, 1999 Delaware Diversified GrowthGlobal Real Estate Securities FundClass A Shares ............................... 255,872.728 Class B Shares ............................... 277,246.577 Class C Shares ............................... 45,299.035 Institutional Class Shares ................... 10,229,038.629 -------------- Total ........................................ 10,807,456.969(Delaware Group EquityFunds IV) September 28, 2007 September 28, 2007 Delaware Growth Opportunities Fund Class A Shares ............................... 23,839,993.945 Class B Shares ............................... 1,470,829.505 Class C Shares ............................... 467,415.348 Class R Shares ............................... 133,071.188 Institutional Class Shares ................... 377,231.679 -------------- Total ........................................ 26,288,541.665 DELAWARE GROUP EQUITY FUNDS V(Delaware Group Equity Funds IV)April 19, 2001 April 19, 2001 Delaware Healthcare Fund (Delaware Group Equity Funds IV) September 28, 2007 September 28, 2007 Delaware Dividend Income Fund Class A Shares ............................... 9,909,363.899 Class B Shares ............................... 3,003,927.037 Class C Shares ............................... 7,710,488.113 Class R Shares ............................... 33,796.486 Institutional Class Shares ................... 14,487.972 -------------- Total ........................................ 20,672,063.507F-2
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------(Delaware Group Equity Funds V) November 23, 1999 November 23, 1999 Delaware Small Cap Core Fund Class A Shares ............................... 1,374.725 Institutional Class Shares ................... 326,289.680 -------------- Total ........................................ 327,664.405(Delaware Group Equity Funds V)November 23, 1999 November 23, 1999 Delaware Small Cap Value Fund Class A Shares ............................... 6,831,168.645 Class B Shares ............................... 2,949,741.178 Class C Shares ............................... 1,770,736.187 Class R Shares ............................... 116,400.644 Institutional Class Shares ................... 581,683.758 -------------- Total ........................................ 12,249,730.412 DELAWARE GROUP FOUNDATION FUNDS(Delaware Group Equity Funds V)November 23, 1999 November 23, 1999 Delaware BalancedFoundation Equity Fund (Delaware Group Foundation Funds)May 21, 2009 May 21, 2009 Delaware Aggressive Allocation Portfolio Class A Shares ............................... 2,915,890.666 Class B Shares ............................... 286,528.047 Class C Shares ............................... 224,066.691 Class R Shares ............................... 106,991.590 Institutional Class Shares ................... 90,325.567 -------------- Total ........................................ 3,623,802.561(Delaware Group FoundationFunds)1 September 17, 2008 March 17, 1999 Delaware GrowthConservative Allocation PortfolioClass A Shares ............................... 2,802,568.998 Class B Shares ............................... 506,303.289 Class C Shares ............................... 374,781.755 Class R Shares ............................... 113,072.101 Institutional Class Shares ................... 74,662.664 -------------- Total......................................... 3,871,388.807(Delaware Group FoundationFunds)2 September 17, 2008 March 17, 1999 Delaware IncomeModerate Allocation PortfolioClass A Shares ............................... 3,223,446.202 Class B Shares ............................... 88,447.196 Class C Shares ............................... 75,596.843 Class R Shares ............................... 21,443.976 Institutional Class Shares ................... 48,264.926 -------------- Total ........................................ 3,457,199.143 Delaware S&P 500 Index Fund Class A Shares ............................... 2,697,010.195 Institutional Class Shares ................... 4,016,879.916 -------------- Total ........................................ 6,713,890.111 DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS(Delaware Group FoundationFunds)3 September 17, 2008 March 17, 1999 Delaware Emerging Markets Fund Class A Shares ............................... 15,144,153.545 Class B Shares ............................... 1,139,254.675 Class C Shares ............................... 3,861,995.422 Institutional Class Shares ................... 4,443,215.508 -------------- Total ........................................ 24,588,619.15F-3
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------(Delaware Group Global and International Funds) September 24, 2004 August 31, 2004 Delaware Focus Global Growth Fund (Delaware Group Global and International Small CapFunds)December 29, 2008 December 29, 2008 Delaware Global Value Fund Class A Shares ............................... 1,545,255.106 Class B Shares ............................... 624,023.735 Class C Shares ............................... 406,798.747 Institutional Class Shares ................... 62,941.177 --------------- Total ........................................ 2,639,018.765(Delaware Group Global and InternationalFunds) March 30, 2006 August 31, 2004 Delaware International Value Equity Fund Class A Shares ............................... 19,113,766.740 Class B Shares ............................... 2,414,605.444 Class C Shares ............................... 4,431,810.064 Class R Shares ............................... 95,552.137 Institutional Class Shares ................... 10,941,149.265 --------------- Total ........................................ 36,996,883.650 DELAWARE GROUP GOVERNMENT FUND(Delaware Group Global andInternational Funds) September 24, 2004 August 31, 2004 Delaware American GovernmentCore Plus Bond FundClass A Shares ............................... 13,283,434.157 Class B Shares ............................... 3,286,393.690 Class C Shares ............................... 994,707.244 Class R Shares ............................... 10,031.047 Institutional Class Shares ................... 3,069,801.153 --------------- Total ........................................ 20,644,367.291 DELAWARE GROUP INCOME FUNDS(Delaware Group Government Fund)September 29, 1999 September 29, 1999 Delaware Inflation Protected Bond Fund (Delaware Group Government November 29, 2004 November 29, 2004 Fund) J-1
Fund (Trust) Date of Current
Investment Advisory
AgreementDate Last Approved by
Shareholders*Delaware Corporate Bond Fund Class A Shares ............................... 15,879,375.069 Class B Shares ............................... 3,935,831.185 Class C Shares ............................... 4,271,260.170 Class R Shares ............................... 303,909.477 Institutional Class Shares ................... 21,133,175.268 --------------- Total ........................................ 45,523,551.169 Delaware Delchester Fund Class A Shares ............................... 82,833,590.535 Class B Shares ............................... 18,595,714.016 Class C Shares ............................... 5,425,777.936 Institutional Class Shares ................... 7,832,745.456 --------------- Total ........................................ 114,687,827.943(Delaware Group Income Funds)September 29, 1999 September 29, 1999 Delaware Extended Duration Bond Fund Class A Shares ............................... 4,560,694.480 Class B Shares ............................... 1,001,443.834 Class C Shares ............................... 901,471.690 Institutional Class Shares ................... 7,552,060.099 --------------- Total ........................................ 14,015,670.103(Delaware Group Income Funds)September 29, 1999 September 29, 1999 Delaware High-Yield Opportunities Fund Class A Shares ............................... 14,833,037.868 Class B Shares ............................... 3,933,436.694 Class C Shares ............................... 2,912,534.921 Class R Shares ............................... 14,797.192 Institutional Class Shares ................... 784,006.190 --------------- Total ........................................ 22,477,812.865F-4
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS(Delaware Group IncomeSeptember 29, 1999 September 29, 1999 Funds) Delaware Limited-Term Diversified Income Fund (Delaware Group December 15, 1999 December 15, 1999 Limited-Term Government Fund Class A Shares ............................... 24,035,834.757 Class B Shares ............................... 3,316,650.296 Class C Shares ............................... 6,043,509.662 Class R Shares ............................... 222,196.493 Institutional Class Shares ................... 2,551,205.590 -------------- Total ........................................ 36,169,396.798 DELAWARE GROUP STATE TAX-FREE INCOME TRUSTFunds)Delaware Tax-Free Pennsylvania Fund Class A Shares ............................... 73,884,782.552 Class B Shares ............................... 3,032,822.713 Class C Shares ............................... 820,238.411 -------------- Total ........................................ 77,737,843.676 DELAWARE GROUP TAX-FREE FUND Delaware(Delaware Group State Tax-FreeInsured Fund Class A Shares ............................... 4,809,881.178 Class B Shares ............................... 575,651.990 Class C Shares ............................... 198,862.822 -------------- Total ........................................ 5,584,395.99May 1, 2000 May 1, 2000 Income Trust) Delaware Tax-Free USA Fund Class A Shares ............................... 38,981,804.876 Class B Shares ............................... 1,757,384.856 Class C Shares ............................... 498,813.206 -------------- Total ........................................ 41,238,002.938(Delaware Group Tax-Free Fund)November 1, 1999 November 1, 1999 Delaware Tax-Free USA Intermediate Fund Class A Shares ............................... 7,501,867.390 Class B Shares ............................... 323,611.245 Class C Shares ............................... 1,727,375.107 -------------- Total ........................................ 9,552,853.742 DELAWARE GROUP TAX-FREE MONEY FUND(Delaware Group Tax-FreeFund) November 1, 1999 November 1, 1999 Delaware Tax-Free Money Fund Class A Shares ............................... 27,022,696.530 Consultant Class Shares ...................... 812,017.760 -------------- Total ........................................ 27,834,714.29 DELAWARE INVESTMENTS MUNICIPAL TRUST NONE DELAWARE POOLED TRUST The All-Cap Growth Equity Portfolio Total ........................................ 1,356,858.046 The Core Focus Fixed Income Portfolio Total ........................................ 637,104.881 The Core Plus Fixed Income Portfolio Total ........................................ 3,864,779.375 The Emerging Markets Portfolio Total ........................................ 47,123,671.574 The Global Fixed Income Portfolio Total ........................................ 21,624,352.360F-5
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------The High-Yield Bond Portfolio Total ........................................ 349,781.080 The Intermediate Fixed Income Portfolio Total ........................................ 1,842,350.289 The International Equity Portfolio Total ........................................ 73,840,351.532 The International Fixed Income Portfolio Total ........................................ 4,991,612.454 The Labor Select International Equity Portfolio Total ........................................ 30,229,042.857 The Large-Cap Value Equity Portfolio Total ........................................ 947,060.629 The Mid-Cap Growth Equity Portfolio Total ........................................ 5,149,753.785(Delaware Group Tax-Free MoneyAugust 27, 1999 August 27, 1999 Fund) The Real Estate Investment Trust Portfolio Class A Shares ............................... 14,672,140.797 Class B Shares ............................... 3,977,724.605 Class C Shares ............................... 3,461,735.472 Class R Shares ............................... 98,657.199 Institutional Class Shares ................... 2,561,098.123(also known as DelawareREIT Fund) (Delaware Pooled Shares ................................ 1,351,866.182 -------------- Total ........................................ 26,123,222.378 The Real Estate Investment Trust Portfolio II Total ........................................ 2,054,578.046 The Small-Cap Growth Equity Portfolio Total ........................................ 7,617,257.726 The Small-Cap Growth II Equity Portfolio Total ........................................ 235,295.118 The Small-Cap Value Equity Portfolio Total ........................................ 297,618.512 The Smid-Cap Growth Equity Portfolio Total ........................................ 235,295.118 VOYAGEUR INSURED FUNDSTrust)December 15, 1999 March 17, 1999 Delaware Tax-Free Arizona Fund (Voyageur Insured Fund Class A Shares ............................... 10,316,674.078 Class B Shares ............................... 1,149,499.389 Class C Shares ............................... 576,314.684 -------------- Total ........................................ 12,042,488.151 Delaware Tax-Free Minnesota Insured Fund Class A Shares ............................... 20,470,103.862 Class B Shares ............................... 1,273,978.830 Class C Shares ............................... 1,144,612.785 -------------- TOTAL ........................................ 22,888,695.477F-6
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------VOYAGEUR INTERMEDIATE TAX FREE FUNDSFunds)November 1, 1999 November 1, 1999 Delaware Tax-Free Minnesota Intermediate Fund Class A Shares ............................... 5,369,420.887 Class B Shares ............................... 287,024.019 Class C Shares ............................... 648,676.414 ------------- Total ........................................ 6,305,121.320 VOYAGEUR INVESTMENT TRUST Delaware Tax-Free California Insured Fund Class A Shares ............................... 2,265,564.228 Class B Shares ............................... 594,808.144 Class C Shares ............................... 125,235.236 ------------- Total ........................................ 2,985,607.608 Delaware Tax-Free Florida Fund Class A Shares ............................... 959,774.006 Class B Shares ............................... 296,692.158 Class C Shares ............................... 198,632.831 ------------- Total ........................................ 1,455,098.995 Delaware Tax-Free Florida Insured Fund Class A Shares ............................... 7,792,606.066 Class B Shares ............................... 433,896.688 Class C Shares ............................... 75,217.258 ------------- Total ........................................ 8,301,720.012 Delaware Tax-Free Missouri Insured Fund Class A Shares ............................... 4,282,117.499 Class B Shares ............................... 400,223.844 Class C Shares ............................... 126,056.225 ------------- Total ........................................ 4,808,397.568 Delaware Tax-Free Oregon Insured Fund Class A Shares ............................... 2,978,372.383 Class B Shares ............................... 721,953.674 Class C Shares ............................... 609,114.105 ------------- Total ........................................ 4,309,440.162 VOYAGEUR MUTUAL FUNDS(Voyageur IntermediateNovember 1, 1999 November 1, 1999 Tax Free Funds) Delaware Minnesota High-Yield Municipal Bond Fund Class A Shares ............................... 4,415,453.706 Class B Shares ............................... 1,132,707.419 Class C Shares ............................... 1,170,474.430 ------------- Total ........................................ 6,718,635.555(Voyageur MutualNovember 1, 1999 November 1, 1999 Funds) Delaware National High-Yield Municipal Bond Fund Class A Shares ............................... 5,689,166.918 Class B Shares ............................... 1,424,759.675 Class C Shares ............................... 494,022.425 ------------- Total ........................................ 7,607,949.018 Delaware Tax-Free Arizona Fund Class A Shares ............................... 1,921,737.943 Class B Shares ............................... 677,014.789 Class C Shares ............................... 310,322.860 ------------- TOTAL ........................................ 2,909,075.592F-7
FUND NUMBER OF OUTSTANDING SHARES - ---- ----------------------------(Voyageur Mutual Funds) November 1, 1999 November 1, 1999 Delaware Tax-Free California Fund Class A Shares ............................... 2,299,541.293 Class B Shares ............................... 1,207,187.858 Class C Shares ............................... 556,814.226 -------------- Total ........................................ 4,063,543.377(Voyageur Mutual Funds)November 1, 1999 November 1, 1999 Delaware Tax-Free Idaho Fund Class A Shares ............................... 4,991,966.110 Class B Shares ............................... 1,034,484.912 Class C Shares ............................... 1,306,599.750 -------------- Total ........................................ 7,333,050.772(Voyageur Mutual Funds)November 1, 1999 November 1, 1999 Delaware Tax-Free New York Fund Class A Shares ............................... 1,113,933.781 Class B Shares ............................... 290,980.110 Class C Shares ............................... 215,050.807 -------------- Total ........................................ 1,619,964.698 VOYAGEUR MUTUAL FUNDS II(Voyageur Mutual Funds)November 1, 1999 November 1, 1999 Delaware Tax-Free Colorado Fund Class A Shares ............................... 24,814,848.861 Class B Shares ............................... 1,090,950.730 Class C Shares ............................... 831,856.816 -------------- Total ........................................ 26,737,656.407 VOYAGEUR MUTUAL FUNDS III(Voyageur Mutual Funds II)November 1, 1999 November 1, 1999 Delaware Select Growth Fund Class A Shares ............................... 9,594,743.171 Class B Shares ............................... 12,428,495.926 Class C Shares ............................... 4,172,262.495 Class R Shares ............................... 41,683.910 Institutional Class Shares ................... 1,685,943.159 -------------- Total ........................................ 27,923,128.661 VOYAGEUR TAX FREE FUNDS(Voyageur Mutual Funds III)December 15, 1999 December 15, 1999 Delaware Large Cap Core Fund (Voyageur Mutual Funds III) August 31, 2006 August 31, 2006 Delaware Tax-Free Minnesota Fund Class A Shares ............................... 27,931,478.714 Class B Shares ............................... 1,142,539.242 Class C Shares ............................... 906,210.047 -------------- Total ........................................ 29,980,228.003(Voyageur Tax Free Funds)November 1, 1999 November 1, 1999 F-8EXHIBIT G PRINCIPAL HOLDERS OF SHARES AS OF DECEMBER 1, 2004
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ -----------------------------------------------------------------------------------------------------------------------------------1 On October 21, 2009, the name will be changed to Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 684,760.848 5.15% Class A shares CUSTOMERS ATTENTION: FUND ADMINSEC #97458 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 227,808.952 6.92% Class B shares CUSTOMERS ATTENTION: FUND ADMIN SEC #97D25 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 157,321.614 15.81% Class C shares CUSTOMERS SEC #97H03 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware American Government Bond Fund CHASE MANHATTAN BANK C/F 1,106,986.105 36.06% Institutional Class shares DEL GRP FOUNDATION FD-INCOME PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN BANK C/F 728,218.047 23.72% DEL GRP FOUNDATION FD BALANCED PORT ATTN: MARISOL GORDAN GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN C/F 239,122.235 7.79% DEL GRP FOUNDATION FD GROWTH PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 238,616.693 7.77% MTN WEST/NM CARPENTERS PLAN A 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 201,758.108 6.57% DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT 8,997.229 89.69% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 723.245 7.21% DIW GROUP INC 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware American Services Fund MLPF&S FOR THE SOLE BENEFIT 305,937.599 5.71% Class A shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97D44 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - -----------------------------------------------------------------------------------------------------------------------------------G-1
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware American Services Fund MLPF&S FOR THE SOLE BENEFIT 403,434.813 27.26% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97D44 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware American Services Fund LA CROSS AND COMPANY 79,446.100 47.19% Institutional Class shares 230 FRONT STREET, NORTH PO BOX 489 LA CROSSE WI 54602-0489 - ----------------------------------------------------------------------------------------------------------------------------------- LEHMAN BROTHERS, INC. 21,436.502 12.73% 743-07965-29 70 HUDSON STREET, 7TH FLOOR JERSEY CITY, NJ 07302 - ----------------------------------------------------------------------------------------------------------------------------------- NFSC FEBO Z85-754757 10,989.684 6.53% WILLIAM L YANKUS 4 HINCHLEY WOOD FARMINGTON CT 06032-1457 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Fund MLPF&S FOR THE SLOE BENEFIT OF ITS 32,115.023 6.93% Class C shares CUSTOMERS SEC 97HY8 ATTENTION: FUND ADMINISTRATION 4600 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Fund RS DMC EMPLOYEE MPP PLAN 75,469.041 32.25% Institutional Class shares DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 43,936.028 18.77% CLAYTON FDTN FOR RSRCH 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 27,057.294 11.56% ALTA COLLEGES, INC 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 16,961.574 7.25% UFCW & EMPLOYERS SUPP PENSION PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 14,525.992 6.21% ZOOLOGICAL SCTY OF PHILA 401K 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Fund DELAWARE MANAGEMENT BUSINESS 202.333 91.98% Class R shares TRUST - DIA ATTN JOE HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Cash Reserve Fund MCB TRUST SERVICES TRUSTEE FBO 1,978,938.690 9.02% Consultant Class shares FOUR QUEENS INC RET/SVGS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Cash Reserve Fund WELLS FARGO INVESTMENTS LLC 728,625.850 8.79% Class C shares ACCOUNT 1070-6184 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - -----------------------------------------------------------------------------------------------------------------------------------G-2
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Corporate Bond Fund C/O MUTUAL FUNDS 985,818.998 6.23% Class A shares WILMINGTON TRUSTCO TRUSTEE FBO CATHOLIC HEALTHCARE WEST 403 B PLAN ACCOUNT 51465-5 PO BOX 8880 WILMINGTON DE 19899-8880 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Corporate Bond Fund MLPF&S FOR THE SOLE BENEFIT 426,064.566 10.84% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC 97YN7 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Corporate Bond Fund MLPF&S FOR THE SOLE BENEFIT 1,624,002.774 38.09% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC 97YN8 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Corporate Bond Fund BOST & CO 1,547,308.220 7.33% Institutional Class shares FBO TUITION A/C INVESTMENT PROGRAM LPAF4170002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Corporate Bond Fund MLPF&S FOR THE SOLE BENEFIT 194,045.928 63.85% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- RELIANCE TRUSTCO 29,256.212 9.63% FBO MID ISLAND ELECTRICAL S 401K PO BOX 48529 ATLANTA GA 30362-1529 - ----------------------------------------------------------------------------------------------------------------------------------- RELIANCE TRUSTCO 19,183.265 6.31% FBO PHILADELPHIA MOTORS LL 401K PO BOX 48529 ATLANTA GA 30362-1529 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Delchester Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,436,067.171 7.72% Class B shares CUSTOMERS ATTENTION: FUND ADMIN SEC #97D22 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Delchester Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 382,780.045 7.06% Class C shares CUSTOMERS SEC #97H02 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Delchester Fund PERSHING LLC 1,964,349.537 25.12% Institutional Class shares PO BOX 2052 JERSEY CITY NJ 07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- NATIONWIDE LIFE INSURANCE COMPANY 1,183,098.668 15.13% NATIONWIDE QPVA C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 - -----------------------------------------------------------------------------------------------------------------------------------G-3
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 1,055,396.018 13.50% DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- FTC & CO 769,446.004 9.84% ACCOUNT #00448 DATALYNX PO BOX 173736 DENVER CO 80217-3736 - ----------------------------------------------------------------------------------------------------------------------------------- FTC & CO 481,063.113 6.15% ACCOUNT # 00325 DATALYNX PO BOX 173736 DENVER CO 80217-3736 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Growth Fund NFSC FEBO # BRP-300403 27,646.130 10.91% Class A shares LRW COMPANY LIMITED PARTNERSHIP LRW COMPANY LIMITED PARTNERSHIP 3241 KERNWAY DR BLOOMFIELD MI 48304-2436 - ----------------------------------------------------------------------------------------------------------------------------------- MICHAEL A MARTUCCI 22,084.499 8.72% TOD GENEVIEVE T HANCHICK 2043 HILLTOP RD BETHLEHEM PA 18015-5122 - ----------------------------------------------------------------------------------------------------------------------------------- UBS FINANCIAL SERVICES INC FBO 15,772.871 6.23% PEARL J STAEHLE TRUSTEE STAEHLE REVOCABLE TRUST UA DTD 03/27/01 17745 N SUNDOWN CT SURPRISE AZ 85374-5661 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Growth Fund JARED R B HUTTON 8,626.528 19.04% Class C shares 1875 JUNE LAKE DR HENDERSON NV 89052-6961 - ----------------------------------------------------------------------------------------------------------------------------------- RAYMOND JAMES & ASSOC INC 4,472.272 9.87% FBO ENGEL DIANA BIN# 84827069 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 - ----------------------------------------------------------------------------------------------------------------------------------- DMTC TTEE OF PERSONAL (K) PL 3,900.511 8.61% KAREN F BLOODGOOD FBO KAREN F BLOODGOOD 408 DEEP WILLOW DR EXTON PA 19341-3035 - ----------------------------------------------------------------------------------------------------------------------------------- LPL FINANCIAL SERVICES 3,050.990 6.74% ACCOUNT 3321-0608 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 - ----------------------------------------------------------------------------------------------------------------------------------- DMTC TTEE OF PERSONAL 401(K) PLAN 2,726.143 6.02% PAVLOVICH RESIDENTIAL REAL ESTATE FBO JOHN R PAVLOVICH 6184 ROCKY GLEN CT SAN JOSE CA 95123-4535 - ----------------------------------------------------------------------------------------------------------------------------------- UBS FINANCIAL SERVICES INC. FBO 2,373.979 5.24% CHARLENE K TARSNEY 9340 WESTERN AVE APT #102 OMAHA NE 68114-6742 - -----------------------------------------------------------------------------------------------------------------------------------G-4
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Growth Fund CHASE MANHATTAN C/F 1,464,583.175 14.42% Institutional Class shares DEL GRP FOUNDATION FD GROWTH PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN BANK C/F 1,114,919.518 10.97% DEL GRP FOUNDATION FD BALANCED PORT ATTN: MARISOL GORDAN GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 894,265.356 8.80% FBO TUITION A/C INVESTMENT PROGRAM LPAF4180002 C/O MUTUAL FUND OPERATION PO BOX 3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 848,829.553 8.35% FBO TUITION A/C INVESTMENT PROGRAM LPAF4170002 C/O MUTUAL FUND OPERATION PO BOX 3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 836,001.425 8.23% FBO TUITION A/C INVESTMENT PROGRAM LPAF4010002 C/O MUTUAL FUND OPERATION PO BOX 3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN BANK C/F 723,191.144 7.12% DEL GRP FOUNDATION FD-INCOME PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 714,637.105 7.03% FBO TUITION A/C INVESTMENT PROGRAM LPAF4190002 C/O MUTUAL FUND OPERATION PO BOX 3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 694,237.047 6.83% FBO TUITION A/C INVESTMENT PROGRAM LPAF4020002 C/O MUTUAL FUND OPERATION PO BOX 3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 623,540.760 6.14% FBO TUITION A/C INVESTMENT PROGRAM LPAF4030002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 558,081.858 5.49% FBO TUITION A/C INVESTMENT PROGRAM LPAF4040002 C/O MUTUAL FUND OPERATION PO BOX 3198 PITTSBURGH PA 15230-3198 - -----------------------------------------------------------------------------------------------------------------------------------G-5
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 2,759,796.919 7.63% Class A shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 534,276.804 10.64% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 3,465,827.485 25.66% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Income Fund RS DMC EMPLOYEE MPP PLAN 126,385.718 43.59% Institutional Class shares DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 1818 MARKET ST PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- NFSC FEBO # F12-000981 20,524.317 7.08% RICHARD I WINWOOD CHAR REMAIND RICHARD I & RICHARD G WINWOOD 7069 HIGHLAND DR STE 100 SALT LAKE CTY UT 84121-3701 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 15,080.060 5.20% ACCOUNT 6455-1134 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 511,065.410 70.53% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- RELIANCE TRUSTCO 60,703.439 8.38% FBO TRACE A MATIC CORPORATI 401K PO BOX 48529 ATLANTA GA 30362-1529 - ----------------------------------------------------------------------------------------------------------------------------------- BISYS RETIREMENT SERVICES FBO 53,395.794 7.37% NEW HART CORPORATION PS 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Dividend Income Fund MLPF&S FOR THE SOLE BENEFIT 692,508.163 7.07% Class A shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Dividend Income Fund MLPF&S FOR THE SOLE BENEFIT 337,478.028 11.28% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - -----------------------------------------------------------------------------------------------------------------------------------G-6
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Dividend Income Fund MLPF&S FOR THE SOLE BENEFIT 2,322,548.532 30.49% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Dividend Income Fund PERSHING LLC 3,240.999 34.94% Institutional Class shares PO BOX 2052 JERSEY CITY NJ 07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- LEGG MASON WOOD WALKER INC. 2,480.529 26.74% 413-15819-12 PO BOX 1476 BALTIMORE MD 21202 - ----------------------------------------------------------------------------------------------------------------------------------- PERSHING LLC 1,164.599 12.55% PO BOX 2052 JERSEY CITY NJ 07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- PERSHING LLC 1,028.980 11.09% PO BOX 2052 JERSEY CITY NJ 07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 906.618 9.77% ACCOUNT 3011-4076 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Dividend Income Fund THE TTEES OF THE CENTER 33,488.178 99.09% Class R shares PLASTIC SURGEY PC DEFINED BENEFIT PEN PL 5550 FRIENDSHIP BLVD CHEVY CHASE MD 20815-7256 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Emerging Markets Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 2,169,755.227 14.46% Class A shares CUSTOMERS SEC #97KB2 ATTENTION: FUND ADMINSTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Emerging Market Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 86,775.988 7.59% Class B shares CUSTOMERS SEC #97KB3 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Emerging Markets Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,048,568.353 27.76% Class C shares CUSTOMERS SEC #97KB4 ATTENTION: FUND ADMINSTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Emerging Markets Fund BALSA & CO MIXED 901,696.634 20.32% Institutional Class shares 14221 DALLAS PKWY DALLAS TX 75254-2942 - ----------------------------------------------------------------------------------------------------------------------------------- FTC & CO 642,697.185 14.48% ACCOUNT # 00118 DATALYNX PO BOX 173736 DENVER CO 80217-3736 - ----------------------------------------------------------------------------------------------------------------------------------- CHARLES SCHWAB & CO INC 478,184.801 10.78% SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - -----------------------------------------------------------------------------------------------------------------------------------G-7
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 336,381.317 7.58% DELAWARE MANAGEMENT CO EMPLOYMENT PROFIT SHARING TRUST C/O RICK SEIDEL 1818 MARKET ST, PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- MFS HERITAGE TRUST COMPANY TTEE 241,571.703 5.44% FBO RICH'S 401K PLAN ATTN: MICHELLE FRITZIUS ONE ROBERT RICH WAY PO BOX 245, BUFFALO NY 14240-0245 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Extended Duration Bond Fund MLPF&S FOR THE SOLE BENEFIT 338,862.515 7.63% Class A shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97YJ4 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Extended Duration Bond Fund MLPF&S FOR THE SOLE BENEFIT 198,004.344 19.79% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97YJ5 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Extended Duration Bond Fund MLPF&S FOR THE SOLE BENEFIT 283,048.480 31.73% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97YN4 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Extended Duration Bond Fund PERSHING LLC 54,579.278 6.12% Class C shares P.O. BOX 2052 JERSEY CITY NJ #07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Allocation Portfolio MCB TRUST SERVICES TRUSTEE FBO 1,274,845.525 43.52% Class A shares HOAG SHELTERED SAVINGS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 437,459.728 14.93% VISITING NURSE SERVICE P/S 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 15,053.591 5.25% Class B shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97T15 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 26,740.709 11.92% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97T16 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 14,865.084 6.62% GENFED FEDERAL CR UNION 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 32,946.534 36.48% UNITED SUBCONTRACTORS 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - -----------------------------------------------------------------------------------------------------------------------------------G-8
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Allocation Portfolio MCB TRUST SERVICES CUST FBO 26,284.617 29.10% Institutional Class shares IRON WORKERS LOCAL 420 ANNUITY 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 20,531.423 22.73% SOUTHWEST GRAPHICS, P/S 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- DELAWARE MANAGEMENT BUSINESS TR-DIA 7,052.684 7.81% ATTN: JOSEPH HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Balanced Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 72,534.574 67.79% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC # 97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 34,456.004 32.20% PEOPLES STATE BANK 401K PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- DelawareFoundation®Growth AllocationPortfolio MCB TRUST SERVICES TRUSTEE FBO 996,499.172 35.56% Class A shares HOAG SHELTERED SAVINGS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 424,187.923 15.14% OF ITS CUSTOMERS ATTN FUND ADMIN-SEC # 97T17 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 170,280.562 6.08% COASTAL CTR FOR DEV SRVS MPP 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 155,697.972 5.56% TRANSERVICE LEASE CORPORATION 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 142,047.521 5.07% BOCA RATON EMPLOYEES SAVINGS 700 17TH ST STE 300 DENVER CO 80202-3531 - -----------------------------------------------------------------------------------------------------------------------------------Fund.2 On October 21, 2009, the name will be changed to Delaware GrowthFoundation Conservative AllocationPortfolio MLPF&S FOR THE SOLE BENEFIT 122,488.366 32.69% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97T20 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 18,901.515 5.04% GENFED FEDERAL CR UNION 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - -----------------------------------------------------------------------------------------------------------------------------------Fund.3 On October 21, 2009, the name will be changed to Delaware GrowthFoundation Moderate AllocationPortfolio MCB TRUST SERVICES TRUSTEE FBO 44,319.950 59.36% Institutional Class shares UNITED SUBCONTRACTORS 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - -----------------------------------------------------------------------------------------------------------------------------------Fund.G-9
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 15,661.023 20.98% IRON WORKERS LOCAL 420 ANNUITY 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- DELAWARE MANAGEMENT BUSINESS TR-DIA 6,926.195 9.28% ATTN: JOSEPH HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 5,766.407 7.72% IATSE ATLANTA ANNUITY TRUST 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Growth Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 86,420.116 76.43% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION-SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 26,650.981 23.57% PEOPLES STATE BANK 401K PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Income Allocation Portfolio MCB TRUST SERVICES TRUSTEE FBO 2,677,575.997 83.07% Class A shares HOAG SHELTERED SAVINGS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Income Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 9,456.229 10.69% Class B shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97T08 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- NFSC FEBO # BWD-014184 5,654.576 6.39% LESLIE R BROWN 648 REDWOOD LN NAMPA ID 83651-2471 - ----------------------------------------------------------------------------------------------------------------------------------- PERSHING LLC 5,154.234 5.83% P.O. BOX 2052 JERSEY CITY NJ 07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 4,611.857 5.21% ACCOUNT 5581-9526 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Income Allocation Portfolio WELLS FARGO INVESTMENTS LLC 19,645.683 25.99% Class C shares ACCOUNT 8777-9127 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- NFSC FEBO # BNW-947342 10,035.571 13.28% NFS/FMTC IRA FBO PATRICIA C MCNAMARA 6155 NAGEL ST LA MESA CA 91942-3111 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 8,827.882 11.68% OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97T13 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - -----------------------------------------------------------------------------------------------------------------------------------G-10
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 4,624.579 6.12% GENFED FEDERAL CR UNION 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 4,536.410 6.00% WIEBER LUMBER 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Income Allocation Portfolio MCB TRUST SERVICES CUST FBO 19,640.970 40.69% Institutional Class shares IRON WORKERS LOCAL 420 ANNUITY 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 19,528.737 40.46% UNITED SUBCONTRACTORS 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- DELAWARE MANAGEMENT BUSINESS TR-DIA 7,443.529 15.42% ATTN: JOSEPH HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 21,442.960 100.00% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Growth Opportunities Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,997,448.300 8.38% Class A shares CUSTOMERS ATTENTION: FUND ADMIN SEC #974N2 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Growth Opportunities Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 76,056.729 5.17% Class B shares CUSTOMERS ATTN FUND ADMIN-SEC #97E99 4800 DEER LAKE DR E-2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Growth Opportunities Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 65,983.783 14.07% Class C shares CUSTOMERS SEC #97HY4 ATTENTION: FUND ADMINISTRATION 4600 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Growth Opportunities Fund RS DMC EMPLOYEE MPP PLAN 143,136.697 37.90% Institutional Class shares DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST, PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 66,613.770 17.64% PHILADELPHIA GAS WORKS 457 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- CHARLES SCHWAB & CO INC 46,315.215 12.26% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - -----------------------------------------------------------------------------------------------------------------------------------G-11
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 30,703.301 8.13% GRTR PHILA CHAMBER OF COM 401K 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 19,024.723 5.04% CASTLE HARLAN,INC. 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Growth Opportunities Fund AST TRUST COMPANY AS TTEE FBO 92,814.613 69.76% Class R shares WINDERMERE REAL ESTATE RETIREMENT PLAN & TRUST FOR AGENTS 2390 E CAMELBACK RD STE 240 PHOENIX AZ 85016-3434 - ----------------------------------------------------------------------------------------------------------------------------------- AST TRUST COMPANY AS TTEE FBO 18,581.259 13.97% WINDERMERE 401K PLAN 2390 E CAMELBACK RD STE 240 PHOENIX AZ 85016-3434 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 10,022.406 7.53% ADVANCED FUEL RESEARCH INC 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 9,644.758 7.25% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware High-Yield Opportunities Fund MLPF&S FOR THE SOLE BENEFIT 556,316.031 14.24% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 3RD FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware High-Yield Opportunities Fund MLPF&S FOR THE SOLE BENEFIT 575,366.681 20.00% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 3RD FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware High-Yield Opportunities Fund CHASE MANHATTAN BANK C/F 705,414.170 89.98% Institutional Class shares DEL GRP FOUNDATION FD-INCOME PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- MORGAN KEEGAN & COMPANY INC 53,063.617 6.77% FBO 014038231 50 N FRONT ST MEMPHIS TN 38103-2126 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware High-Yield Opportunities Fund MLPF&S FOR THE SOLE BENEFIT 6,348.124 42.84% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- AMERITRADE INC FBO 7736987481 2,421.180 16.34% PO BOX 2226 OMAHA NE 68103-2226 - -----------------------------------------------------------------------------------------------------------------------------------G-12
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 1,768.662 11.93% ADVANCED WASTEWATER SOLUTIONS 401K 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 1,516.388 10.23% GAPASIN MANOR INC 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- AMERITRADE INC FBO 7735869841 1,133.787 7.65% PO BOX 2226 OMAHA NE 68103-2226 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Inflation Protected Bond Fund DMH CORP 200,000.000 100.00% Class A shares ATTN JOE HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Inflation Protected Bond Fund DMH CORP 200,000.000 100.00% Institutional Class shares ATTN JOE HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Small Cap Value Fund PERSHING LLC 348,614.859 22.58% Class A shares PO BOX 2052 JERSEY CITY NJ 07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- PATRICK R & MARY L VITERBO TTEES 99,545.944 6.45% PATRICK & MARY VITERBO REV TR U/A DTD 3-24-84 7040 W SURREY AVE PEORIA AZ 85381-5014 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Small Cap Value Fund MORGAN STANLEY & CO FBO 67,188.461 16.52% Class C shares THOMAS LONGFELLOW, S LONGFELLOW, R LONGFELLOW TENCOM 1010 OVERLOOK RD, MENDOTA HTS MN 5518-3651 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 30,943.581 7.61% OF ITS CUSTOMERS ATTN FUND ADMIN-SEC 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Small Cap Value Fund NFSC FEBO # HDM-601250 59,434.448 94.43% Institutional Class shares BLUMENTHAL INC MUTUAL FUND 951 S 35TH ST W DES MOINES IA 50265-5309 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Value Equity Fund PRUDENTIAL INVESTMENT MGMT SVC FBO 2,736,458.204 14.39% Class A shares MUTUAL FUND CLIENTS ATTN: PRUCHOICE UNIT MAIL STOP 194-201 194 WOOD AVE S, ISELIN NJ 08830-2710 - ----------------------------------------------------------------------------------------------------------------------------------- ISELIN NJ 08830-2710 1,127,069.333 5.93% CHARLES SCHWAB & CO INC SPEC CUSTODY ACCT FOR THE EXCL BNFT OF CUSTS ATTN MUT FDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - -----------------------------------------------------------------------------------------------------------------------------------G-13
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Value Equity Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 152,313.157 6.32% Class B shares CUSTOMERS ATTN FUND ADMIN-SEC #97HN8 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- FIRST CLEARING CORPORATION 136,222.408 5.65% ACCOUNT 4035-1875 HARBOR ASSOCIATES ACCOUNT #2 230 NORMANDY CIRCLE, PALM HARBOR FL 34683 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Value Equity Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 288,170.445 6.56% Class C shares CUSTOMERS SEC #97HY9 ATTENTION: FUND ADMINISTRATION 4600 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Value Equity Fund CITIGROUP GLOBAL MARKETS INC 4,224,775.417 38.67% Institutional Class shares 00109801250 333 W 34TH ST FL 3 NEW YORK NY 10001-2402 - ----------------------------------------------------------------------------------------------------------------------------------- NORWEST BANK COLORADO NA TTEE 3,792,372.924 34.71% COUNTY OF LOS ANGELES DEF COMP AND THRIFT PLN C/O GREAT WEST LIFE & ANNUITY 8515 E ORCHARD RD #2T2, ENGLEWOOD, CO 80111-5002 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware International Value Equity Fund MLPF&S FOR THE SOLE BENEFIT 77,921.461 81.55% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- AST TRUST COMPANY AS CUST 5,414.528 5.67% FBO DANIEL PROFESSIONAL GROUP INC RETIREMENT SAVINGS PLAN A2575 2390 E CAMELBACK RD STE 240, PHOENIX AZ 85016-3434 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Large Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 285,977.364 12.21% Class C shares CUSTOMERS SEC #97HY6 ATTENTION: FUND ADMINISTRATION 4600 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Large Cap Value Fund MCB TRUST SERVICES TRUSTEE FBO 1,036,257.833 42.43% Institutional Class shares DAY & ZIMMERMANN 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 523,216.428 21.42% DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST, PHILADELPHIA PA 19103-3638 - -----------------------------------------------------------------------------------------------------------------------------------G-14
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 124,151.964 5.08% DAY & ZIMMERMANN HAWTHORNE 401K PL 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Large Cap Value Fund MLPF&S FOR THE SOLE BENEFIT 64,230.139 93.97% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE 4,023.165 5.89% LAI CONSTRUCTION SERVICES INC 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT 200,162.196 90.13% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST. FBO 13,034.790 5.87% VAN ZYVERDEN, INC. 700 17TH STREET SUITE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,709,584.197 7.08% Class A shares CUSTOMERS ATTENTION: FUND ADMIN SEC #974P3 4800 DEER LAKE DR E #2 JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 326,961.597 9.83% Class B shares CUSTOMERS ATTENTION: FUND ADMIN SEC #97D24 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,460,530.566 24.13% Class C shares CUSTOMERS SEC #97H04 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Limited-Term Government Fund MCB TRUST SERVICES CUST FBO 403,499.699 15.82% Institutional Class shares IRON WORKERS LOCAL 420 ANNUITY 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- LINCOLN FINANCIAL GROUP 375,156.460 14.71% FOUNDATION INC 1300 S CLINTON ST FORT WAYNE IN 46802-3506 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 224,046.547 8.79% FBO TUITION A/C INVESTMENT PROGRAM LPAF4050002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - -----------------------------------------------------------------------------------------------------------------------------------G-15
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN BANK C/F 219,134.532 8.59% DEL GRP FOUNDATION FD BALANCED PORT ATTN: MARISOL GORDAN GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 182,167.129 7.14% FBO TUITION A/C INVESTMENT PROGRAM LPAF4130002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 167,397.995 6.56% FBO TUITION A/C INVESTMENT PROGRAM LPAF4040002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 164,620.757 6.45% DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 151,266.278 5.93% FBO TUITION A/C INVESTMENT PROGRAM LPAF4170002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 135,205.485 5.30% FBO TUITION A/C INVESTMENT PROGRAM LPAF4060002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Minnesota High-Yield Municipal MLPF&S FOR THE SOLE BENEFIT 70,241.736 6.20% Bond Fund OF ITS CUSTOMERS Class B shares ATTN FUND ADMINISTRATION SEC #97KF1 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Minnesota High-Yield Municipal MLPF&S FOR THE SOLE BENEFIT 120,485.688 10.37% Bond Fund OF ITS CUSTOMERS Class C shares ATTN FUND ADMINISTRATION SEC #97KF2 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 86,158.727 7.42% ACCOUNT 6651-0545 420 MONTGOMERY ST SAN FRANCISCO CA 94104-1207 - ----------------------------------------------------------------------------------------------------------------------------------- ANDREW ELLIS 73,766.299 6.35% HARRIET A ELLIS JTTEN 5201 BELMONT MINNEAPOLIS MN 55419-1347 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware National High-Yield Municipal FIRST CLEARING CORPORATION 403,544.633 7.11% Bond Fund A/C 2297-6324 Class A shares JUANITA M DALY PO BOX 9 BIG ARM MT 59910-0009 - -----------------------------------------------------------------------------------------------------------------------------------G-16
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware National High-Yield Municipal Bond MLPF&S FOR THE SOLE BENEFIT 289,319.508 20.31% Fund OF ITS CUSTOMERS Class B shares ATTN FUND ADMINISTRATION SEC #97L95 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware National High-Yield Municipal Bond MLPF&S FOR THE SOLE BENEFIT 145,475.709 29.45% Fund OF ITS CUSTOMERS Class C shares ATTN FUND ADMINISTRATION SEC #97L96 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- RAYMOND JAMES & ASSOC INC 65,016.441 13.16% FBO REAGAN FAMI BIN #50277864 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 - ----------------------------------------------------------------------------------------------------------------------------------- FIRST CLEARING, LLC 29,073.346 5.89% A/C 6326-2843 ARNI L NASHBAR AND 8911 BLOOMFIELD BLVD SARASOTA FL 34238-4452 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware REIT Fund CHARLES SCHWAB & CO INC 1,249,991.525 8.53% Class A shares SPEC CUSTODY ACCT FOR THE EXCL BNFT OF CUSTS ATTN MUT FDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware REIT Fund MLPF&S FOR THE SOLE BENEFIT 458,563.952 11.52% Class B shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97SR7 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware REIT Fund MLPF&S FOR THE SOLE BENEFIT 498,130.027 14.38% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97SR9 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware REIT Fund CHARLES SCHWAB & CO INC 650,119.468 25.41% Institutional Class shares SPEC CUSTODY ACCT FOR THE EXCL BNFT OF CUSTS ATTN MUT FDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY INVESTMENTS INSTITUTIONAL 338,314.140 13.22% OPERATIONS CO FIIOC AS AGENT FOR CERTAIN EMPLOYEE BENEFIT PLANS 100 MAGELLAN WAY KW1C COVINGTON KY 41015-1999 - ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 186,747.185 7.30% DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST, PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware REIT Fund GRAHAM RIDDLE 16,400.094 16.65% Class R shares JEFFERY M SCHWARTZ TTEESS FBO NATIONAL SECURITY RESEARCH 401K PLAN 2231 CRYSTAL DR STE 500, ARLINGTON VA 22202-3722 - -----------------------------------------------------------------------------------------------------------------------------------G-17
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 9,855.609 10.01% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- ROGER D HOHLT TTEE FBO CURTIS 6,946.480 7.05% BLAKELY & CO PC EMPEE SVGS ATTN: ROGER HOHLT PERSONAL & CONFIDENTIAL 2403 JUDSON ROAD, LONGVIEW TX 75605-4639 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 6,742.090 6.84% EMIGH HARDWARE COMPANY 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- RELIANCE TRUSTCO 5,001.950 5.08% FBO PUMFORD CONSTRUCTION I 401K PO BOX 48529 ATLANTA GA 30362-1529 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 4,919.791 4.99% SCHWEISSGUTH BROTHERS INC 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware S&P 500 Index Fund MCB TRUST SERVICES TRUSTEE FBO 698,667.653 25.88% Class C shares UFCW LOCAL 1776 RET SVGS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 326,584.609 12.10% DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 1818 MARKET ST PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 211,019.119 7.82% PLUMBERS & STEAMFITTERS MPP PL 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 188,930.772 7.00% MTN WEST/NM CARPENTERS PLAN A 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 186,287.076 6.90% CASTLE HARLAN,INC. 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 182,073.988 6.74% UNITED SUBCONTRACTORS 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 176,603.784 6.54% APPLIED CARD SYSTEMS 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 136,488.318 5.06% IRON WORKERS LOCAL 420 ANNUITY 700 17TH ST STE 300 DENVER CO 80202-3531 - -----------------------------------------------------------------------------------------------------------------------------------G-18
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware S&P 500 Index Fund MCB TRUST SERVICES TRUSTEE FBO 700,387.053 17.45% Institutional Class shares HOAG SHELTERED SAVINGS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Select Growth Fund T ROWE PRICE RETIREMENT PLAN SVCS 319,503.118 18.95% Institutional Class shares FBO RETIREMENT PLAN CLIENTS 4515 PAINTERS MILL RD OWINGS MILLS MD 21117-4903 - ----------------------------------------------------------------------------------------------------------------------------------- RS DMC EMPLOYEE MPP PLAN 289,586.882 17.18% DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 1818 MARKET ST PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- RELIANCE TRUST COMPANY 265,510.469 15.75% TTEE FBO DEAN FOODS 401K PLAN ATTN FANNY SHEUMAKER 2515 MCKINNEY AVE STE 120 LB30 DALLAS TX 75201-1978 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUST FBO 136,407.375 8.09% PHILADELPHIA GAS WORKS 457 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- WESTERN WASHINGTON U.A. 105,977.966 6.29% SUPPLEMENTAL PENSION PLAN C/O ZENITH ADMINISTRATORS 201 QUEEN ANNE AVE N STE 100 SEATTLE WA 98109-4824 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN C/F 104,408.369 6.19% DEL GRP FOUNDATION FD GROWTH PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 101,150.313 6.00% UFCW & EMPLOYERS SUPP PENSION PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Select Growth Fund C/O MUTUAL FUNDS 596,321.299 6.21% Class A shares WILMINGTON TRUSTCO TRUSTEE FBO ST VINCENT MERCY MEDICAL CENTER DEFINED CONTRIBUTION PL ACCOUNT PO BOX 8880, WILMINGTON DE 19899-8880 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 483,950.155 5.04% OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97D44 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Select Growth Fund MLPF&S FOR THE SOLE BENEFIT 1,244,835.218 10.00% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97HP0 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Select Growth Fund MLPF&S FOR THE SOLE BENEFIT 934,278.374 22.34% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97D45 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - -----------------------------------------------------------------------------------------------------------------------------------G-19
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Select Growth Fund RELIANCE TRUSTCO 26,502.138 63.74% Class R shares FBO RELIANCE TRADING CORPOR 401K PO BOX 48529 ATLANTA GA 30362-1529 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 12,648.842 30.42% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Core Fund DMTC C/F THE ROLLOVER IRA OF 629.965 45.82% Class A shares DEMIAN P WINES 315 KRAMS AVE PHILADELPHIA PA 19128-4732 - ----------------------------------------------------------------------------------------------------------------------------------- DMTC C/F THE ROTH IRA OF 314.713 22.89% JAMES C MORROW 2004 E VENANGO ST PHILADELPHIA PA 19134-2122 - ----------------------------------------------------------------------------------------------------------------------------------- JAMES C MORROW 272.792 19.84% 2004 E VENANGO ST PHILADELPHIA PA 19134-2122 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Core Fund LINCOLN NATIONAL LIFE INS COMPANY 326,287.980 100.00% Institutional Class shares 1300 S CLINTON ST FORT WAYNE IN 46802-3518 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 465,058.195 19.65% Class A shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC # 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 27,198.339 5.72% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC # 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 168,143.485 25.87% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC # 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Growth Fund MERCANTILE SAFE DEPOSIT & TRUST CO 114,412.062 99.58% Institutional Class shares TTEE FBO RANDOLPH HOSPITAL PENSION PLAN A/C #3409802 ATTN: MUTUAL FUNDS 766 OLD HAMMONDS FERRY ROAD, LINTHICUM MD 21090-2112 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 71,488.496 91.18% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 4,935.755 6.29% FIRST STATE BANK PSP & TRUST A/C #07C19375 700 17TH ST STE 300 DENVER CO 80202-3531 - -----------------------------------------------------------------------------------------------------------------------------------G-20
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 353,203.755 5.18% Class A shares CUSTOMERS ATTENTION: FUND ADMIN SEC #973J6 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 253,336.420 8.57% Class B shares CUSTOMERS ATTN: FUND ADMIN-SEC #97E98 4800 DEER LAKE DR E-2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 324,373.937 18.39% Class C shares CUSTOMERS SEC #97HY5 ATTENTION: FUND ADMINISTRATION 4600 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Value Fund RS DMC EMPLOYEE MPP PLAN 241,758.222 41.56% Institutional Class shares DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST, PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN C/F 46,105.245 7.93% DEL GRP FOUNDATION FD GROWTH PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 34,301.171 5.90% FBO TUITION A/C INVESTMENT PROGRAM LPAF4010002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT 49,283.766 42.36% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 26,498.552 22.77% PEOPLES STATE BANK 401K PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Social Awareness Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 115,835.212 5.62% Class B shares CUSTOMERS ATTENTION: FUND ADMIN-SEC #97NN2 4800 DEER LAKE DRIVE EAST, 2RD FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Social Awareness Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 98,723.280 13.47% Class C shares CUSTOMERS ATTENTION: FUND ADMIN-SEC #97NN3 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Social Awareness Fund RS DMC EMPLOYEE MPP PLAN 24,707.256 41.92% Institutional Class shares DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST, PHILADELPHIA PA 19103-3638 - -----------------------------------------------------------------------------------------------------------------------------------G-21
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 17,788.845 30.18% ZOOLOGICAL SCTY OF PHILA 401K 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- FIRST CLEARING LLC 13,786.408 23.39% A/C 4237-6535 JOSEPH H HAGOOD IRA FCC AS CUSTODIAN 566 COUNTY ROAD 83, SELMA AL 36703-9247 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Arizona Fund RBC DAIN RAUSCHER FBO 350,746.539 18.16% Class A shares GAYLORD RUBIN BEVERLY RUBIN CO-TTEES GAYLORD& BEVERLY RUBIN FAM TR 6580 N PRAYING MONK RD, PARADISE VALLEY AZ 85253-4085 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 115,590.261 5.99% ACCOUNT 4573-4429 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- A G EDWARDS & SONS INC FBO 102,159.847 5.29% FRANCES C CARTER ACCOUNT 0085-008374 1 N JEFFERSON AVE SAINT LOUIS MO 63103-2205 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Arizona Fund WELLS FARGO INVESTMENTS LLC 32,184.679 10.37% Class C shares ACCOUNT 5273-9816 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- UBS FINANCIAL SERVICES INC. FBO 20,730.564 6.68% THE DAVIDSON FAMILY TRUST DTD 2/2/93 CLARA DAVIDSON TTEES 400 S BROADWAY PLACE APT 1124, TUCSON AZ 85710-3700 - ----------------------------------------------------------------------------------------------------------------------------------- RONALD W BOWDEN 19,645.161 6.33% AND CHERYL BOWDEN TTEES RONALD W & CHERYL L BOWDEN TRUST DTD 9-28-99 PO BOX 1101, YARNELL AZ 85362-1101 - ----------------------------------------------------------------------------------------------------------------------------------- LEGG MASON WOOD WALKER INC 19,318.488 6.23% 423-00154-16 PO BOX 1476 BALTIMORE MD 21203-1476 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 17,573.981 5.66% ACCOUNT 2078-1746 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 16,168.241 5.21% ACCOUNT 1901-5935 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - -----------------------------------------------------------------------------------------------------------------------------------G-22
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Arizona Insured Fund MLPF&S FOR THE SOLE BENEFIT 799,995.554 7.75% Class A shares OF ITS CUSTOMERS ATTN FUND ADMIN 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Arizona Insured Fund MLPF&S FOR THE SOLE BENEFIT 137,360.866 11.97% Class B shares OF ITS CUSTOMERS SEC #97GC9 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Arizona Insured Fund MLPF&S FOR THE SOLE BENEFIT 135,986.558 23.96% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97EA5 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 43,219.297 7.61% ACCOUNT 1972-1797 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 28,442.175 5.01% ACCOUNT 4392-8254 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free California Fund MLPF & S FOR THE SOLE BENEFIT 257,340.203 11.19% Class A shares OF ITS CUSTOMERS SEC #97GD4 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- NFSC FEBO # STL-692921 180,872.151 7.87% MARGARET R PETERSON TTEE SURVIVORS TR UNDER THE PETERSON FAM TR, U/A 8/2/88 539 E WALNUT, BURBANK CALIFORNIA 91501-1723 - ----------------------------------------------------------------------------------------------------------------------------------- FIRST CLEARING LLC 123,434.705 5.37% A/C 1214-8336 ATCHLEY FAMILY SURVIVORS TRUST 10700 WHEAT FIRST DR, GLEN ALLEN VA 23060-9243 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free California Fund MLPF&S FOR THE SOLE BENEFIT 66,209.286 5.48% Class B shares OF ITS CUSTOMERS SEC #97GD2 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free California Fund MLPF&S FOR THE SOLE BENEFIT 112,523.886 20.21% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97MF7 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- RBC DAIN RAUSCHER FBO 31,108.974 5.59% BOB B BUNDY & JEAN BUNDY,TTEES BOB B BUNDY & JEAN BUNDY REV T U/A DTD 10/06/1993 47489 TANGIER DR, PALM DESERT CALIFORNIA 92260-58313 - -----------------------------------------------------------------------------------------------------------------------------------G-23
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free California Insured Fund NFSC FEBO # STL-692921 272,325.810 12.03% Class A shares MARGARET R PETERSON TTEE SURVIVORS TR UNDER THE PETERSON FAM TR, U/A 8/2/88 539 E WALNUT, BURBANK CALIFORNIA 91501-1723 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 173,214.897 7.65% OF ITS CUSTOMERS ATTN FUND ADMIN SEC # 97AL7 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- JOHN F HANLEY 123,843.611 5.47% AND HELEN M HANLEY TTEES JOHN F HANLEY FAMILY TRUST U/A DTD 2/17/93 9799 EL DURANGO CIRCLE, FOUNTAIN VALLEY CALIFORNIA 92708-3512 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free California Insured Fund MLPF&S FOR THE SOLE BENEFIT 87,016.906 14.63% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97DT0 4800 DEER LAKE DR E 2RD FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 41,520.996 6.98% ACCOUNT 3351-5187 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free California Insured Fund MLPF&S FOR THE SOLE BENEFIT 24,243.373 19.36% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97MF8 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 14,569.281 11.63% ACCOUNT 8039-6103 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- CITIGROUP GLOBAL MARKETS INC. 9,541.985 7.62% 00157404672 333 WEST 34TH STREET - 3RD FLOOR NEW YORK NY 10001-2402 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 7,667.724 6.12% ACCOUNT 2017-5823 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 7,272.953 5.81% ACCOUNT 2073-5270 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Colorado Fund MLPF&S FOR THE SOLE BENEFIT 63,987.032 5.89% Class B shares OF ITS CUSTOMERS SEC #97GC7 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC 55,268.784 5.08% ACCOUNT 5286-9216 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 - -----------------------------------------------------------------------------------------------------------------------------------G-24
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Colorado Fund MLPF & S FOR THE SOLE BENEFIT 118,540.411 14.25% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97EA6 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Florida Fund A G EDWARDS & SONS INC FBO 118,692.358 12.38% Class A shares ROBIN MELVA ANDERSON ACCOUNT 0085-005146 1 N JEFFERSON AVE SAINT LOUIS MO 63103-2205 - ----------------------------------------------------------------------------------------------------------------------------------- EDWARD D JONES & CO FAO 52,927.995 5.52% JOHN P THIMMESH & PATTI THIMMESH TRUSTEES EDJ #894-09134-1-4 PO BOX 2500, MARYLAND HTS MO 63043-8500 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Florida Fund UBS FINANCIAL SERVICES INC. FBO 47,856.256 16.13% Class B shares JUDITH GOLDSMITH 2000 IRREVOCABLE TRUST DTD 12/27/00 JOYCE PERNIN TRUSTEE 5781 BRIDLEWAY CIRCLE, BOCA RATON FL 33496-3211 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 43,643.289 14.71% OF ITS CUSTOMERS SEC #97GC2 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- ATTN MUTUAL FUNDS 20,519.416 6.92% FISERV SECURITIES INC FAO 14048823 ONE COMMERCE SQUARE 2005 MARKET STREET SUITE 1200, PHILADELPHIA PA 19103-7008 - ----------------------------------------------------------------------------------------------------------------------------------- FIRST CLEARING, LLC 16,970.333 5.72% A/C 1084-0401 BARBARA ANN ALLARD REV TR BARBARA ANN ALLARD TTEE UA 20 N CREEK LN SARASOTA FL 34236 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Florida Fund MLPF&S FOR THE SOLE BENEFIT 32,319.204 16.27% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- RAYMOND JAMES & ASSOC INC 26,235.716 13.21% FBO PARMER FW&A BIN# 50100337 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 - ----------------------------------------------------------------------------------------------------------------------------------- PERSHING LLC 21,343.696 10.75% PO BOX 2052 JERSEY CITY NJ 07303-2052 - ----------------------------------------------------------------------------------------------------------------------------------- PERSHING LLC 19,320.292 9.73% PO BOX 2052 JERSEY CITY NJ 07303-2052 - -----------------------------------------------------------------------------------------------------------------------------------G-25
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- MARY J MANNS 11,107.267 5.59% 2628 NANTUCKET LN TALLAHASSEE FL 32309-2246 - ----------------------------------------------------------------------------------------------------------------------------------- MARJORIE NEHLSEN TTEE 10,050.251 5.06% MARJORIE NEHLSEN TRUST UA DTD 02/02/1995 12667 SW SUZY AVE LAKE SUZY FL 34269-9370 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Florida Insured Fund MLPF& S FOR THE SOLE BENEFIT 523,028.038 6.71% Class A shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SECURITY #970G2 4800 DEER LAKE DR E 2ND FLOOR, JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Florida Insured Fund MLPF&S FOR THE SOLE BENEFIT 60,932.349 14.13% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97DT2 4800 DEER LAKE DR E 2RD FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- NFSC FEBO # CWG-007790 22,461.815 5.21% HELEN STURMAN TRUSTEE HELEN A STURMAN REVOCABLE TRUST AGREEME UA 6/14/91 8 NORMANDY A, DELRAY BEACH FL 33484-4730 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Florida Insured Fund MLPF & S FOR THE SOLE BENEFIT 42,968.280 57.13% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97MG0 4800 DEER LAKE DR E 2RD FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- A G EDWARDS & SONS INC FBO 16,107.014 21.41% MIRENA LANDERS TRUSTEE J ROBERT LANDERS ACCOUNT 0317-289049 1 N JEFFERSON AVE, SAINT LOUIS MO 63103-2205 - ----------------------------------------------------------------------------------------------------------------------------------- SHAW RUBIN FAMILY 8,321.982 11.06% PARTNERSHIP LLLP 600 THREE ISLAND BLVD APT 2108 HALLANDALE BEACH FL 33009-2888 - ----------------------------------------------------------------------------------------------------------------------------------- UBS FINANCIAL SERVICES INC. FBO 4,948.641 6.58% ROSALIE MERGAMAN 3600 CONSHOHOCKEN AVE APT 205 PHILADELPHIA PA 19131-5303 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Idaho Fund MLPF&S FOR THE SOLE BENEFIT 299,854.430 6.01% Class A shares OF ITS CUSTOMERS ATTN FUND ADMIN SEC #97CU2 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Idaho Fund MLPF&S FOR THE SOLE BENEFIT 112,590.741 10.87% Class B shares OF ITS CUSTOMERS 97GP1 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- DEAN WITTER FOR THE BENEFIT OF 57,681.048 5.57% KENNETH SCHWARZE & PO BOX 250 CHURCH STREET STATION NEW YORK NY 10008-0250 - -----------------------------------------------------------------------------------------------------------------------------------G-26
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Idaho Fund MLPF&S FOR THE SOLE BENEFIT 172,182.487 13.16% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97MG3 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Insured Fund NFSC FEBO # 0NN-130524 35,797.170 6.22% Class B shares CLEM LYONS 126 VILLITA ST SAN ANTONIO TX 78205-2735 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Insured Fund NFSC FEBO # L2H-007960 49,659.108 24.97% Class C shares SUE DELL THOMAN 4020 RITAMARIE DR COLUMBUS OH 43220-4927 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT OF ITS 31,639.826 15.91% CUSTOMERS SEC #97H08 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- JANNEY MONTGOMERY SCOTT LLC 22,266.227 11.20% ACCOUNT 7268-3586 VICTORIA SANGER 1801 MARKET ST PHILADELPHIA PA 19103-1628 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Fund MLPF&S FOR THE SOLE BENEFIT 131,181.786 11.47% Class B shares OF ITS CUSTOMERS SEC #97GD0 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Fund MLPF&S FOR THE SOLE BENEFIT 125,808.763 14.05% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINI-SEC #97EA3 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Insured Fund MLPF&S FOR THE SOLE BENEFIT 64,146.210 5.03% Class B shares OF ITS CUSTOMERS SEC #97GD1 ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Insured Fund MLPF&S FOR THE SOLE BENEFIT 89,711.800 7.84% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN-SEC #97EA4 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- U S BANCORP INVESTMENTS INC 78,461.230 6.85% FBO 220252661 100 S 5TH ST STE 1400 MINNEAPOLIS MN 55402-1217 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Intermediate UBS FINANCIAL SERVICES INC. FBO 285,774.648 5.32% Fund Class A shares STEPHEN M WATSON #2 2801 BENTON BLVD MINNEAPOLIS MN 55416-4326 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Intermediate PIPER JAFFRAY & CO. 27,546.581 9.60% Fund Class B shares A/C 1974-3634 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000 - -----------------------------------------------------------------------------------------------------------------------------------G-27
------------------------------------------------------------------------------------------------------------ FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ U S BANCORP INVESTMENTS INC 25,883.122 9.02% FBO 249243521 100 S 5TH ST STE 1400 MINNEAPOLIS MN 55402-1217 ------------------------------------------------------------------------------------------------------------ PIPER JAFFRAY & CO. 14,763.222 5.14% A/C 1974-3354 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000 ------------------------------------------------------------------------------------------------------------ WELLS FARGO INVESTMENTS LLC 14,352.720 5.00% ACCOUNT 4990-2761 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402-1916 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Minnesota Intermediate PIPER JAFFRAY & CO. 51,359.854 7.91% Fund Class C shares A/C 8690-1821 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000 ------------------------------------------------------------------------------------------------------------ PIPER JAFFRAY & CO. 48,048.673 7.40% A/C 4535-1036 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000 ------------------------------------------------------------------------------------------------------------ PERSHING LLC 41,440.031 6.39% P.O. BOX 2052 JERSEY CITY NJ 07303-2052 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Missouri Insured Fund SEI TRUST COMPANY 347,411.447 8.11% Class A shares C/O CENTRAL BANK ATTN: MUTUAL FUNDS ONE FREEDOM VALLEY DRIVE OAKS PA 19456 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Missouri Insured Fund MLPF&S FOR THE SOLE BENEFIT 28,311.976 7.07% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97DT5 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Missouri Insured Fund U.S. BANCORP INVESTMENTS INC.^ 27,930.315 6.98% Class B shares FBO 252375141 100 SOUTH FIFTH STREET SUITE 1400 MINNEAPOLIS MN 55402-1217 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Missouri Insured Fund MLPF&S FOR THE SOLE BENEFIT 62,215.335 49.36% Class C shares OF ITS CUSTOMERS ATTN FUND ADMIN SEC #97MG4 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 ------------------------------------------------------------------------------------------------------------ MARY ANN ROBINSON CONSERVATOR 15,241.640 12.09% FOR THE ESTATE OF NELSON GRUEN 2818 W LAKEVIEW DR POPLAR BLUFF MO 63901-9296 ------------------------------------------------------------------------------------------------------------ LAWRENCE C FAGAN TRUSTEE 10,845.370 8.60% LAWRENCE C FAGAN DTD 2/8/2000 HC 73 BOX 2215, FAIRDEALING MO 63939-9302 ------------------------------------------------------------------------------------------------------------ DESSIE I RENARD 8,975.248 7.12% TTEE EVERT E & DESSIE I RENARD TRUST DTD SEP 1 1995 500 BEARDEN RD POPLAR BLUFF MO 63901-3108 ------------------------------------------------------------------------------------------------------------G-28
------------------------------------------------------------------------------------------------------------ FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ PERSHING LLC 6,398.000 5.08% PO BOX 2052 JERSEY CITY NJ 07303-2052 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Money Fund PERSHING LLC 4,203,736.220 15.56% Class A shares PO BOX 2052 JERSEY CITY NJ 07303-2052 ------------------------------------------------------------------------------------------------------------ JEFFREY P CADWELL 1,811,944.390 6.71% AND CONNIE CADWELL TEN BY ENT 5321 WESTSHORE DR NEW PRT RCHY FL 34652-3039 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Money Fund LANNY JOSEPH ROSS TTEE 111,152.960 13.69% Consultant Class shares LEONARD ROSS & LANA JEAN ROSS IRREVOCABLE TRUST DTD 11/10/98 112 REED ST MOSCOW PA 18444-9505 ------------------------------------------------------------------------------------------------------------ EDWARD J NOLAN 107,945.630 13.29% 739 HILLCREST AVE GLENSIDE PA 19038-5407 ------------------------------------------------------------------------------------------------------------ GARY A THOMAS 77,083.020 9.49% 14 CIRCLE DR CAMP HILL PA 17011-2607 ------------------------------------------------------------------------------------------------------------ NANCY RHOADES 75,344.780 9.28% 2529 COMMONS TRCE AUGUSTA GA 30909-2249 ------------------------------------------------------------------------------------------------------------ JOANNE MARRIOTT 51,005.200 6.28% 81 MEADOWVIEW LN VERNON CT 06066-2758 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free New York Fund ROBERTA B WENDEL 167,518.214 15.04% Class A shares 143 W HAVEN RD ITHACA NY 14850-3025 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free New York Fund MLPF&S FOR THE SOLE BENEFIT 52,022.003 17.88% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97L92 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 ------------------------------------------------------------------------------------------------------------ NFSC FEBO #E89-008141 20,100.503 6.91% THELMA PERL 1117 53RD ST BROOKLYN NY 11219-3440 ------------------------------------------------------------------------------------------------------------ DEAN WITTER FOR THE BENEFIT OF 15,225.435 5.23% T/U/W OF RUBY E OETKEN 9/4/99 PO BOX 250 CHURCH STREET STATION NEW YORK NY 10008-0250 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free New York Fund RAYMOND JAMES & ASSOC INC 161,731.423 75.21% Class C shares FBO ADDARIO J&S BIN #46110689 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 ------------------------------------------------------------------------------------------------------------ Delaware Tax-Free Oregon Insured Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 82,249.314 13.27% Class C shares CUSTOMERS ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 3RD FL JACKSONVILLE FL 32246-6484 ------------------------------------------------------------------------------------------------------------G-29
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- JANET P KOENNECKE 75,537.602 12.19% 4865 NW NESKOWIN PORTLAND OR 97229 - ----------------------------------------------------------------------------------------------------------------------------------- WEDBUSH MORGAN SECURITIES 43,689.415 7.05% A/C 5041-0790 1000 WILSHIRE BLVD LOS ANGELES CA 90017-2457 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free Pennsylvania Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 112,559.018 13.72% Class C shares CUSTOMERS SEC #97H06 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- NFSC FEBO #04J-763098 67,861.207 8.27% GERTRUDE NICHOLSON 2 FRANKLIN TOWN BLVD APT 1013 PHILADELPHIA PA 19103-1224 - ----------------------------------------------------------------------------------------------------------------------------------- DAVID N ARMS AND 67,363.435 8.21% JANET E ARMS JT WROS 2147 DEEP CREEK RD PERKIOMENVLLE PA 18074-9516 - ----------------------------------------------------------------------------------------------------------------------------------- UBS FINANCIAL SERVICES INC. FBO 46,410.455 5.66% JOSEPH MCCORMICK CONSTRUCTION CO INC C/O OWEN J MCCORMICK PO BOX 176, ERIE PA 16512-0176 ERIE PA 16512-0176 - ----------------------------------------------------------------------------------------------------------------------------------- THE MENNONITE FOUNDATION INC 44,734.484 5.45% W & A ROSENBERGER CRUT 22-00673 P O BOX 483 GOSHEN IN 46527-0483 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free USA Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 167,776.449 9.52% Class B shares CUSTOMERS ATTENTION: FUND ADMIN SEC #97D23 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free USA Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 93,549.214 18.75% Class C shares CUSTOMERS SEC #97H07 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free USA Intermediate Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 904,627.621 12.08% Class A shares CUSTOMERS ATTENTION: FUND ADMIN SEC #97AX3 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free USA Intermediate Fund MLPF&S FOR SOLE BENEF OF ITS CUST 93,620.243 29.05% Class B shares ATTN FUND ADMIN-SEC #97D27 4800 DEER LAKE DR E,2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Tax-Free USA Intermediate Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 980,237.442 56.80% Class C shares CUSTOMERS SEC #97H09 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - -----------------------------------------------------------------------------------------------------------------------------------G-30
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Trend Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 9,803,360.736 21.60% Class A shares CUSTOMERS ATTENTION: FUND ADMIN SEC #974N5 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Trend Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,268,160.599 13.46% Class B shares CUSTOMERS SEC #97FA1 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Trend Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 3,096,711.726 33.55% Class C shares CUSTOMERS SEC #97HY3 ATTENTION: FUND ADMINISTRATION 4600 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Trend Fund STATE STREET BANK AND TRUST CO 3,716,926.299 23.53% Institutional Class shares TTEE PACIFICORP KPLUS EE SAVING AND STOCK OWNERSHIP PLAN 633 W 5TH ST FL 12 LOS ANGELES CA 90071-2095 - ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY INVESTMENTS INSTITUTIONAL 2,674,720.221 16.93% OPERATIONS CO FIIOC AS AGENT FOR CERTAIN EMPLOYEE BENEFIT PLANS 100 MAGELLAN WAY KW1C COVINGTON KY 41015-1999 - ----------------------------------------------------------------------------------------------------------------------------------- CITISTREET LLC 1,867,106.464 11.82% C/FBO STATE OF HAWAII DEFERRED COMP PLAN 235 S BERETANIA ST HONOLULU HI 96813-2406 - ----------------------------------------------------------------------------------------------------------------------------------- HARRAHS ENTERTAINMENT INC 1,737,780.322 11.00% SAVINGS AND RETIREMENT PLAN DTD 2/28/2000 105 ROSEMONT AVE WESTWOOD MA 02090-2318 - ----------------------------------------------------------------------------------------------------------------------------------- CHARLES SCHWAB & CO INC 819,777.953 5.19% SPEC CUSTODY ACCT FOR THE EXCL BNFT OF CUSTS ATTN MUT FDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 796,825.952 5.04% OF ITS CUSTOMERS ATTN FUND ADMIN SEC 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Trend Fund AST TRUST COMPANY AS TTEE FBO 171,710.826 53.12% Class R shares WINDERMERE REAL ESTATE RETIREMENT PLAN & TRUST FOR AGENTS 2390 E CAMELBACK RD STE 240 PHOENIX AZ 85016-3434 - ----------------------------------------------------------------------------------------------------------------------------------- MLPF&S FOR THE SOLE BENEFIT 95,653.281 29.59% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - -----------------------------------------------------------------------------------------------------------------------------------G-31
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- AST TRUST COMPANY AS TTEE FBO 27,744.127 8.58% WINDERMERE 401K PLAN 2390 E CAMELBACK RD STE 240 PHOENIX AZ 85016-3434 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware U.S. Growth Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 127,758.370 15.94% Class C shares CUSTOMERS SEC #97JY7 ATTENTION: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST, 2ND FL JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware U.S. Growth Fund RS DMC EMPLOYEE MPP PLAN 107,705.060 45.85% Institutional Class shares DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 1818 MARKET ST, PHILADELPHIA PA 19103-3638 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 77,911.837 33.16% SCOTT SPECIALTY GASES 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 19,815.875 8.43% JERED INDUSTRIES 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES TRUSTEE FBO 13,429.317 5.72% CLAYTON FDTN FOR RSRCH 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware US Growth Fund MLPF&S FOR THE SOLE BENEFIT 21,138.103 89.75% Class R shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 1,877.592 7.97% DIW GROUP INC 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Value Fund MLPF&S FOR THE SOLE BENEFIT 224,523.917 34.58% Class A shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR, JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- MCB TRUST SERVICES CUSTODIAN FBO 50,398.970 7.76% PFI LLC 700 17TH ST STE 300 DENVER CO 80202-3531 - ----------------------------------------------------------------------------------------------------------------------------------- FIRST CLEARING, LLC 44,197.093 6.81% A/C 4403-2822 LYNN N HUGHES PO BOX 61565 HOUSTON TX 77208-1565 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Value Fund MLPF&S FOR THE SOLE BENEFIT 18,814.837 11.92% Class B shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC #97016 4800 DEER LAKE DR E 2ND FLOOR, JACKSONVILLE FL 32246-6484 - -----------------------------------------------------------------------------------------------------------------------------------G-32
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- Delaware Value Fund MLPF&S FOR THE SOLE BENEFIT 165,520.750 69.09% Class C shares OF ITS CUSTOMERS ATTN FUND ADMINISTRATION SEC 97016 4800 DEER LAKE DR E 2ND FLOOR, JACKSONVILLE FL 32246-6484 - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Value Fund LINCOLN NATIONAL LIFE INSURANCE CO 3,487,041.523 35.08% Institutional Class shares ATTN CAMMIE KLINE 6H02 1300 S CLINTON ST FORT WAYNE IN 46802-3518 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN C/F 926,625.065 9.32% DEL GRP FOUNDATION FD GROWTH PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN BANK C/F 872,957.870 8.78% DEL GRP FOUNDATION FD BALANCED PORT ATTN: MARISOL GORDAN GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 531,482.570 5.35% FBO TUITION A/C INVESTMENT PROGRAM LPAF4180002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- CHASE MANHATTAN BANK C/F 525,754.184 5.29% DEL GRP FOUNDATION FD-INCOME PORT. ATTN: MARISOL GORDAN-GLOBAL INV SER 3 METROTECH CENTER 8TH FLOOR BROOKLYN NY 11201-3800 - ----------------------------------------------------------------------------------------------------------------------------------- BOST & CO 504,425.466 5.07% FBO TUITION A/C INVESTMENT PROGRAM LPAF4170002 C/O MUTUAL FUND OPERATION PO BOX 3198, PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The All-Cap Growth Equity Portfolio BOST & CO A/C UFCF9287002 1,062,739.018 78.32% MUTUAL FUNDS OPERATIONS PO BOX 3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The All-Cap Growth Equity Portfolio LINCOLN NATIONAL LIFE INSURANCE CO 294,117.647 21.68% 1300 S CLINTON ST FORT WAYNE IN 46802-3518 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Core Focus Fixed Income Portfolio BRICKLAYERS & ALLIED CRAFTWORKERS 401,809.763 63.07% NY LOCAL 3 (ROCHESTER CHAPTER) 3750 MONROE AVENUE ROCHESTER NY 14534-1302 - ----------------------------------------------------------------------------------------------------------------------------------- DMH CORP 235,294.118 36.93% ATTN JOE HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Core Plus Fixed Income Portfolio FROST NATIONAL BANK CUSTODIAN 1,658,624.103 42.92% FOR BAPTIST HEALTH SERVICES PO BOX 2950 SAN ANTONIO TX 78299-2950 - -----------------------------------------------------------------------------------------------------------------------------------G-33
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- DES MOINES UNIVERSITY OSTEOPATHIC 983,606.557 25.45% MEDICAL CENTER 3200 GRAND AVENUE DES MOINES IA 50312-4198 - ----------------------------------------------------------------------------------------------------------------------------------- MAC & CO A/C WPFF5301342 575,955.621 14.90% MUTUAL FUND OPERATIONS PO BOX 3198 525 WILLIAM PENN PLACE PITTSBURGH PA 15219-1707 - ----------------------------------------------------------------------------------------------------------------------------------- PACE LOCAL 2-286 449,835.727 11.64% SEVERANCE/401K PLAN 410 N 8TH ST PHILADELPHIA PA 19123-3903 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO BANK NA CUST FBO 196,756.255 5.09% TWIN CITY HOSPITALS LPN #15245208 PO BOX 1533 MINNEAPOLIS MN 55480-1533 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Emerging Markets Portfolio NORTHERN TRUST CO TTEE FOR THE 7,357,708.816 15.61% TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS MASTER TRUST 50 S LA SALLE ST CHICAGO IL 60675-0001 - ----------------------------------------------------------------------------------------------------------------------------------- INDIANA PUBLIC EMPLOYEES 5,151,555.239 10.93% RETIREMENT FUND 143 W MARKET ST INDIANAPOLIS IN 46204-2801 - ----------------------------------------------------------------------------------------------------------------------------------- EMPLOYEES' RETIREMENT SYSTEM 5,146,372.439 10.92% OF RHODE ISLAND ATT: JOAN CAINE DEPUTY TRES. 40 FOUNTAIN ST FL 8 PROVIDENCE RI 02903-1800 - ----------------------------------------------------------------------------------------------------------------------------------- ALAMEDA COUNTY EMPLOYEES 3,927,580.425 8.33% RETIREMENT ASSOCIATION 475 14TH ST STE 1000 OAKLAND CA 94612-1916 - ----------------------------------------------------------------------------------------------------------------------------------- CHILDRENS HEALTHCARE OF ATLANTA INC 3,891,050.584 8.26% 1584 TULLIE CIR NE ATLANTA GA 30329-2311 - ----------------------------------------------------------------------------------------------------------------------------------- NUCLEAR ELECTRIC INSURANCE LIMITED 2,693,065.332 5.71% 1201 MARKET ST STE 1200 WILMINGTON DE 19801-1805 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Global Fixed Income Portfolio DARTMOUTH HITCHCOCK MASTER 2,052,496.353 9.49% INVESTMENT PROGRAM OF POOLED INVESTMENT ACCOUNTS ATTN ROBIN F MACKEY - FINANCE DEPT 1 MEDICAL CENTER DR, LEBANON NH 03756-1000 - ----------------------------------------------------------------------------------------------------------------------------------- FIFTH THIRD BANK TRUSTEE FOR 1,428,756.774 6.61% STEELCASE INC RETIREMENT PLAN BALANCED ONE WALL ST 12 TH FLOOR, NEW YORK NY 10286-0001 - -----------------------------------------------------------------------------------------------------------------------------------G-34
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- STANDEX INTERNATIONAL CORPORATION 1,103,472.354 5.10% RETIREMENT PLANS TRUST 6 MANOR PKWY SALEM NH 03079-2897 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The High-Yield Bond Portfolio MAC & CO LCWF 0780282 349,778.373 100.00% MUTUAL FUNDS OPERATIONS PO BOX 3198 PITTSBURGH PA 15230-3198 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Intermediate Fixed Income THE HEALTHCARE FOUNDATION OF NJ 1,396,407.002 75.79% Portfolio 70 S ORANGE AVE STE 245 LIVINGSTON NJ 07039-4903 - ----------------------------------------------------------------------------------------------------------------------------------- FREIGHT DRIVERS & HELPERS LOCAL 557 361,378.323 19.62% PENSION PLAN 4600 POWDER MILL ROAD STE 100 BELTSVILLE MD 20705-2647 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The International Equity Portfolio PATTERSON AND COMPANY 14,222,814.551 19.26% MUTUAL FUNDS NC-1151 1525 W WT HARRIS BLVD CHARLOTTE NC 28262-8522 - ----------------------------------------------------------------------------------------------------------------------------------- FIRSTUNION PORTFOLIO STRATEGIES 6,398,172.040 8.66% OMNIBUS 1525 W WT HARRIS BLVD CHARLOTTE NC 28262-8522 - ----------------------------------------------------------------------------------------------------------------------------------- PATTERSON AND COMPANY 4,004,846.329 5.42% PORTFOLIO STRATEGIES OMNIBUS 1525 W WT HARRIS BLVD CHARLOTTE NC 28288-0001 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The International Fixed Income BROCKTON RETIREMENT BOARD 1,304,814.233 26.14% Portfolio 15 CHRISTY'S DRIVE BROCKTON MA 02301-1813 - ----------------------------------------------------------------------------------------------------------------------------------- STRAFE & CO FAO LAKELAND HOSPITAL 932,203.390 18.68% MUTUAL FUND A/C 4411090502 340 S CLEVELAND AVE WESTERVILLE OH 43081-8917 - ----------------------------------------------------------------------------------------------------------------------------------- COMERICA BANK TRUSTEE 927,418.307 18.58% OAKWOOD PENSION PLAN P. O. BOX 75000 M/C #3446 DETROIT MI 48275-0001 - ----------------------------------------------------------------------------------------------------------------------------------- STRAFE & CO 537,145.623 10.76% FAO MERCY MEM HOSP - DEL NON-NETWORKED A/C 4400272805 PO BOX 160 WESTERVILLE OH 43086-0160 - ----------------------------------------------------------------------------------------------------------------------------------- STRAFE AND CO NON-NETWORKED 374,539.469 7.50% FBO MUNSON MEDICAL CENTER RET-DELAWARE A/C 4400219705 PO BOX 160 WESTERVILLE OH 43086-0160 - ----------------------------------------------------------------------------------------------------------------------------------- STRAFE AND CO NON-NETWORKED 277,815.252 5.57% FBO MEMORIAL HEALTHCARE FND DEPREC-D A/C 4400211505 PO BOX 160 WESTERVILLE OH 43086-0160 - ----------------------------------------------------------------------------------------------------------------------------------- STRAFE AND CO NON-NETWORKED 256,771.113 5.14% FBO MERCY HOSPITAL RETIREMENT A/C 4400213505 PO BOX 160 WESTERVILLE OH 43086-0160 - -----------------------------------------------------------------------------------------------------------------------------------G-35
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Labor Select International Equity SEIU PENSION PLAN MASTER TRUST 5,034,004.519 16.65% Portfolio 1313 L ST NW WASHINGTON DC 20005-4101 - ----------------------------------------------------------------------------------------------------------------------------------- DINGLE & CO 2,223,893.210 7.36% C/O COMERICA BANK PO BOX 75000 DETROIT MI 48275-0001 - ----------------------------------------------------------------------------------------------------------------------------------- MARITIME ASSOCIATION ILA PENSION FD 2,049,571.412 6.78% 11550 FUQUA ST STE 425 HOUSTON TX 77034-4597 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Large-Cap Value Equity Portfolio JESUIT HIGH SCHOOL OF NEW ORLEANS 319,376.088 33.72% 4133 BANKS ST NEW ORLEANS LA 70119-6883 - ----------------------------------------------------------------------------------------------------------------------------------- LASALLE NATIONAL BANK TRUSTEE 183,393.292 19.36% FBO METZ BAKING COMPANY A/C #800090.0 PO BOX 1443 CHICAGO IL 60690-1443 - ----------------------------------------------------------------------------------------------------------------------------------- BOARD OF TRUSTEES OF THE MALPAS TRS 124,323.546 13.13% C/O ROBERT A DUFF 911 FORDICE RD LEBANON IN 46052-1938 - ----------------------------------------------------------------------------------------------------------------------------------- STATE OF GEORGIA EMPLOYEES' 117,361.926 12.39% DEFERRED COMPENSATION GROUP TRUST 200 PIEDMONT AVE SUITE 1016 WEST ATLANTA GA 30334-9032 - ----------------------------------------------------------------------------------------------------------------------------------- PACE LOCAL 2-286 78,830.061 8.32% SEVERANCE/401K PLAN 410 N 8TH ST PHILADELPHIA PA 19123-3903 - ----------------------------------------------------------------------------------------------------------------------------------- RICHARD BLAND COLLEGE 51,885.843 5.48% FOUNDATION FUND 11301 JOHNSON ROAD PETERSBURG VA 23805-7100 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Mid-Cap Growth Equity Portfolio UA PLUMBERS AND STEAMFITTERS 3,430,738.900 66.62% LOCAL 22 3900 PACKARD RD NIAGARA FALLS NY 14303-2236 - ----------------------------------------------------------------------------------------------------------------------------------- ROOSEVELT UNIVERSITY 875,047.011 16.99% 430 S MICHIGAN AVE CHICAGO IL 60605-1394 - ----------------------------------------------------------------------------------------------------------------------------------- CRESTAR BANK 753,305.644 14.63% CUST THE COLL OF WILLIAM & MARY ATTN A/C #7006100-7013873 PO BOX 105870 CTR 3144 ATLANTA GA 30348-5870 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Real Estate Investment Trust SAXON AND CO 268,915.100 13.09% Portfolio II FBO 20-35-002-3403902 PO BOX 7780-1888 PHILADELPHIA PA 19182-0001 - ----------------------------------------------------------------------------------------------------------------------------------- WACHOVIA BANK NA 264,767.105 12.89% FBO CITY OF ALLENTOWN 1525 W WT HARRIS BLVD NC 1151 CHARLOTTE NC 28288-0001 - -----------------------------------------------------------------------------------------------------------------------------------G-36
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- KEY BANK NA 195,247.728 9.50% TTEE FBO ELKHART GENERAL HOSPITAL A/C 2020220-1246214 PO BOX 94871 CLEVELAND OH 44101-4871 - ----------------------------------------------------------------------------------------------------------------------------------- PRINCE WILLIAM HOSPITAL 170,515.715 8.30% 8650 SUDLEY RD #411 MANASSAS VA 20110-4416 - ----------------------------------------------------------------------------------------------------------------------------------- HARRIS BANK 162,483.732 7.91% C/FBO CONFEDERATED TRIBES OF WARM SPRINGS PO BOX 71940 CHICAGO IL 60694-1940 - ----------------------------------------------------------------------------------------------------------------------------------- MAC & CO A/C MIDF52605W2 156,338.028 7.61% MUTUAL FUNDS OPERATIONS PO BOX 3198 525 WILLIAM PENN PLACE PITTSBURGH PA 15219-1707 - ----------------------------------------------------------------------------------------------------------------------------------- MEREDITH COLLEGE 149,323.378 7.27% 3800 HILLSBOROUGH ST RALEIGH NC 27607-5298 - ----------------------------------------------------------------------------------------------------------------------------------- KEY BANK NA 143,826.600 7.00% TTEE FBO ELKHART GENERAL HOSPITAL A/C 2020220-1235855 PO BOX 94871 CLEVELAND OH 44101-4871 - ----------------------------------------------------------------------------------------------------------------------------------- NORTH CENTRAL COLLEGE 107,806.116 5.25% 30 N BRAINARD ST NAPERVILLE IL 60540-4690 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Real Estate Investment Trust LINCOLN NATIONAL LIFE INS CO 971,066.838 71.83% Portfolio 1300 S CLINTON ST FORT WAYNE IN 46802-3518 - ----------------------------------------------------------------------------------------------------------------------------------- AMERICAN STATES INSURANCE COMPANY 380,797.396 28.17% C/O SAFECO ASSET MANAGEMENT COMPANY ATTN ANGELA RULEY 601 UNION STREET STE 2500 SEATTLE WA 98101-4074 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Small Cap Growth II Equity DMH CORP 235,294.118 100.00% Portfolio ATTN JOE HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Small Cap Growth Equity Portfolio FIRST UNION PORTFOLIO STRATEGIES 1,054,291.292 13.84% OMNIBUS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28262-8522 - ----------------------------------------------------------------------------------------------------------------------------------- NORTHERN TRUST CUST FBO EASTERN 973,820.340 12.78% BAND OF CHEROKEE INDIANS ENDOWMENT A/C 26-22792 801 S CANAL CHICAGO IL 60675-0001 - ----------------------------------------------------------------------------------------------------------------------------------- THE UNIVERSITY OF MONTANA 832,088.838 10.92% FOUNDATION 600 CORNELL AVE - BRANTLEY HALL PO BOX 7159 MISSOULA MT 59807-7159 - -----------------------------------------------------------------------------------------------------------------------------------G-37
- ----------------------------------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- SUNTRUST BANK 819,672.131 10.76% TTEE FBO GENUINE PARTS PENSION A/C 11-03-125-1138550 PO BOX 105870 ATLANTA GA 30348-5870 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO BANK NA 781,266.762 10.26% FBO ARKANSAS BEST A/C 14275200 PO BOX 1533 MINNEAPOLIS MN 55480-1533 - ----------------------------------------------------------------------------------------------------------------------------------- NORTHERN TRUST CUST FBO EASTERN 622,603.921 8.17% BAND OF CHEROKEE INDIANS MINORS & INCOMPETENCE FUND A/C 26-22787 801 S CANAL CHICAGO IL 60675-0001 - ----------------------------------------------------------------------------------------------------------------------------------- WELLS FARGO BANK NA 450,292.436 5.91% FBO HAZELDEN INVESTMENT MUTUAL FUND A/C #12587305 PO BOX 1533 MINNEAPOLIS MN 55480-1533 - ----------------------------------------------------------------------------------------------------------------------------------- STRAFE AND CO 396,214.001 5.20% FBO TD WILLIAMSON DELAWARE BIN #7000527701 PO BOX 160 WESTERVILLE OH 43086-0160 - ----------------------------------------------------------------------------------------------------------------------------------- PATTERSON AND COMPANY 386,892.743 5.08% MUTUAL FUNDS NC-1151 1525 W WT HARRIS BLVD CHARLOTTE NC 28262-8522 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Small-Cap Value Equity Portfolio LINCOLN NATIONAL LIFE INSURANCE CO 297,616.841 100.00% 1300 S CLINTON ST FORT WAYNE IN 46802-3518 - ----------------------------------------------------------------------------------------------------------------------------------- DPT - The Smid Cap Growth Equity Portfolio DMH CORP 235,294.118 100.00% ATTN JOE HASTINGS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7042 - -----------------------------------------------------------------------------------------------------------------------------------G-38Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS Below is a brief overviewJ-2
* In general, each Current Investment Advisory Agreement was last approved by shareholders (or, to the extent applicable, the initial shareholder) of the
proposalsrelevant Fund either in connection with the initial approval of such agreement or in connection with any later amendment requiring such approval.Each Fund’s advisory fee under the New Investment Advisory Agreement and the Current Investment Advisory Agreement is identical. Exhibit A to
be voted upon. Your voteAppendix C-1 lists the advisory fees for each Fund.Each Fund’s fund administration fees will remain identical after the Transaction. For fund accounting and financial administration services, each Fund pays BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges. The asset based fee, which is
important. Please read the full text of the enclosed Proxy Statement, which you should retain for future reference. If you need another copy of the Proxy Statement, please call Delaware Investments at 1-800-523-1918. We appreciate you placing your trustallocated among all funds inDelaware Investments and we look forward to helping you achieve your financial goals. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON? You may be asked to vote on the following proposals: 1. To elect a Board of Trustees; 2. To approve the use of a "Manager of Managers" structure; and 3. To approve a Plan of Redomestication -- applies only tothe DelawareTax-Free Florida Insured Fund, the Delaware Tax-Free Missouri Insured Fund and the Delaware Tax-Free Oregon Insured Fund. PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES WHAT ROLE DOES THE BOARD PLAY? The Trustees serve as the Funds' shareholders' representatives. MembersInvestments® Family ofthe Boards of Trustees (the "Board" or the "Boards") are fiduciaries and have an obligation to serve the best interests of shareholders, including approving policy changes. In addition, the Trustees review each Fund's performance, oversee Fund activities and review contractual arrangements with companies that provide services to the Funds. WHAT IS THE SIZE OF EACH BOARD AND WHAT DOES IT DO? Except for Voyageur InsuredFundsVoyageur Intermediate Tax-Free Funds, Voyageur Investment Trust, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III, and Voyageur Tax-Free Funds (collectively, the "Voyageur Funds"), the Board of each Trust consists of eight individuals. The Board for each of the Voyageur Funds currently consists of six individuals. Each Board's purpose is to ensure that the shareholders' best interests are protected in the operation of each Fund. WHAT IS THE AFFILIATION OF THE BOARD AND DELAWARE INVESTMENTS? Except for the Voyageur Funds, each Board has seven "non-interested" Trustees and one "interested" Trustee. Each Board for the Voyageur Funds has six "non-interested" Trustees and no "interested" Trustees. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with various entities under common control with Delaware Investments. For all of the Trusts, there are nine nominees, including one nominee who would be deemed to be an "interested" Trustee. Of the remaining eight nominees, four of those persons current serve as "non-interested" Trustees on the Boards of the Voyageur Funds and five of those persons currently serve as "non-interested" Trustees on the Boards of the remaining Trusts. ARE BOARD MEMBERS PAID? "Interested" Trustees are compensated by Delaware Investments and do not receive any compensation from the Funds. Non-interested Trustees have no affiliation with Delaware Investments and are compensated by each individual Fund. Each non-interested Trustee receives a fee for his or her service on the Board and, if applicable, for his or her serviceon acommittee of the Board. You can find the compensation table,relative NAV basis, is calculated as follows:
Average Daily Net Assets of Family of Funds Annual Fees First $30 billion of average daily net assets 0.035% Next $10 billion of average daily net assets 0.0325% Next $10 billion of average daily net assets 0.030% Over $50 billion of average daily net assets 0.020% For fund accounting and financial administration oversight services, each Fund pays DSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The asset based fee, which
details these fees,is allocated among all funds inthe Proxy Statement. PROPOSAL 2: TO APPROVE THE USE OF THE "MANAGER OF MANAGERS" STRUCTURE WHAT IS THE "MANAGER OF MANAGERS" STRUCTURE? Subject to receiving the necessary regulatory approvals, the proposed "manager of managers" structure would permit Delaware Management Company ("DMC"), as the Funds' investment manager, to appoint and replace subadvisers, enter into subadvisory agreements, and amend and terminate subadvisory agreements on behalf of a Fund without shareholder approval (as is currently required).WHY AM I BEING ASKED TO VOTE ON THE "MANAGER OF MANAGERS" STRUCTURE AT THIS TIME? The employment of the "manager of managers" structure is contingent upon either (i) exemptive relief from the U.S. Securities and Exchange Commission (the "SEC"), or (ii) the adoption of a rule by the SEC authorizing the employment of a "manager of managers" structure. In either case, a Fund must obtain shareholder approval before it may implement the manager of managers structure. Because a meeting of shareholders is needed to elect Trustees and to vote on other matters, the Boards determined to seek shareholder approval of the "manager of managers" structure at the shareholders' meeting to avoid additional meeting and proxy solicitation costs in the future. IF IT IS IMPLEMENTED, HOW WILL SHAREHOLDERS BENEFIT FROM THE "MANAGER OF MANAGERS" STRUCTURE? The "manager of managers" structure is intended to enable the Funds to operate with greater efficiency by allowing DMC to employ subadvisers best suited to the needs of the Funds without incurring the expense and delays associated with obtaining shareholder approval of subadvisers or subadvisory agreements. In particular, the Boards believe that the employment of the "manager of managers" structure will: (1) enable the Boards to act more quickly and with less expense to a Fund in order to appoint an initial or a new subadviser when DMC and the Board believe that such appointment would be in the best interests of that Fund's shareholders; and (2) help the Funds to enhance performance by permitting DMC to allocate and reallocate a Fund's assets among itself and one or more subadvisers when DMC and the Board believe that it would be in the best interests of that Fund's shareholders. PROPOSAL 3: TO APPROVE A PLAN OF REDOMESTICATION (APPLIES ONLY TO THE DELAWARE TAX-FREE FLORIDA INSURED FUND, DELAWARE TAX-FREE MISSOURI INSURED FUND AND THE DELAWARE TAX-FREE OREGON INSURED FUND) WHAT REDOMESTICATION IS THE BOARD PROPOSING? This proposed change calls for the reorganization of Voyageur Investment Trust from a Massachusetts business trust into a newly formed Delaware statutory trust. This proposed reorganization is referred to as the "Redomestication," and more information can be found in the Proxy Statement. WHY IS THE BOARD OF VOYAGEUR INVESTMENT TRUST RECOMMENDING APPROVAL OF THE REDOMESTICATION? With the exception of Voyageur Investment Trust, all of the registered, open-end management investment companies withinthe Delaware Investments Family of Fundsare Delaware statutory trusts.on a relative NAV basis, is calculated as follows:
Average Daily Net Assets of Family of Funds Annual Fees First $30 billion of average daily net assets 0.0050% Next $10 billion of average daily net assets 0.0045% Next $10 billion of average daily net assets 0.0040% Over $50 billion of average daily net assets 0.0025% J-3
APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATES
The
lack of uniformity among the laws applicable tofollowing table lists by investment objective the mutual fundswithinthat are advised by DMC, and includes (i) for theDelaware Investments FamilyFunds, the amounts paid by each to DMC during the fiscal year indicated, (ii) for the Funds, the amounts paid by each to affiliates ofFunds poses administrative complicationsDMC during the fiscal year indicated, (iii) the net assets of each mutual fund advised by DMC as of July 31, 2009, (iv) the management fee schedule for each, as an annual rate based on a percentage of average daily net assets, andcosts that can be eliminated through(v) whether DMC has waived or agreed to waive its fees for theRedomestication. In addition, Delaware statutory trusts provide somewhat greater flexibility to respond quickly to changes in market or regulatory conditions. This enhanced flexibility had caused a numberapplicable mutual fund. All fees shown are net ofmajor fund complexes, includingany applicable waivers and reimbursements.
Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers,
ifany) ($)Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets
(asof 7/31/09)
($)Management Fee Schedule
(as a percentage of average daily net assets)
Annual RateEQUITY Delaware Aggressive Allocation Portfolio 9/30/08 1,475 Y 2,380 215,282 86,139 49,597,075 See Exhibit A to Appendix I Delaware American Services Fund 6/30/09 1,346,875 Y 71,414 1,016,499 831,687 165,871,237 “ Delaware Conservative Allocation Portfolio 9/30/08 15,724 Y 2,222 147,491 18,751 51,620,209 “ Delaware Emerging Markets Fund 11/30/08 10,061,603 N 40,925 3,475,970 1,403,351 566,312,347 “ Delaware Focus Global Growth Fund 11/30/08 N/A N/A N/A N/A N/A 4,867,071 “ Delaware Global Value Fund 11/30/08 477,200 Y 4,015 447,088 252,427 38,943,506 “ Delaware Growth Opportunities Fund 9/30/08 3,141,092 Y 24,661 1,592,074 1,709,076 221,862,433 “ Delaware Healthcare Fund 9/30/08 (30,345) Y 121 - 269 3,391,264 “ Delaware International Value Equity Fund 11/30/08 5,845,743 Y 38,948 2,303,609 1,553,386 359,015,223 “ Delaware Large Cap Core Fund 4/30/09 (257) Y 85 - 231 1,625,300 “ Delaware Large Cap Value Fund 11/30/08 5,949,985 Y 49,455 3,135,809 1,900,663 655,924,118 “ Delaware Mid Cap Value Fund 10/31/08 (36,366) Y 103 37 143 8,888,367 “ Delaware Moderate Allocation Portfolio 9/30/08 32,834 Y 2,614 213,510 55,166 235,959,745 “ Delaware Select Growth Fund 4/30/09 822,062 Y 10,668 942,443 1,427,081 238,312,832 “ Delaware Small Cap Core Fund 11/30/08 441,475 Y 3,923 229,562 203,528 60,932,993 “ Delaware Small Cap Growth Fund 6/30/09 (10,211) Y 559 63,447 71,843 11,390,960 “ Delaware Small Cap Value Fund 11/30/08 3,412,713 Y 23,590 2,009,720 1,350,774 316,722,748 “ Delaware Trend®Fund 6/30/09 N/A Y 17,781 1,426,134 1,367,689 345,331,552 “ Delaware U.S. Growth Fund 10/31/08 4,418,044 Y 43,260 843,673 937,742 577,585,096 “ Delaware Value®Fund 11/30/08 2,216,064 Y 175,852 1,400,382 924,320 359,029,563 “ 1.25% on first $500 million Delaware VIP®Emerging Markets 1.20% on next $500 million Series 12/31/08 N/A N N/A N/A N/A 442,609,293 1.15% on next $1.5 billion 1.10% on assets in excess of$2.5 billion 0.75% on first $500 million Delaware VIP®Growth Opportunities 0.70% on next $500 million Series 12/31/08 N/A N N/A N/A N/A 24,047,567 0.65% on next $1.5 billion 0.60% on assets in excess of$2.5 billion 0.85% on first $500 million Delaware VIP®International Value 0.80% on next $500 million Equity Series 12/31/08 N/A Y N/A N/A N/A 97,145,078 0.75% on next $1.5 billion 0.70% on assets in excess of$2.5 billion K-1
Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($)Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets
(asof 7/31/09)
($)Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate0.75%on first$500million Delaware VIP®Small Cap Value Series 12/31/08 N/A N N/A N/A N/A 691,218,393 0.70% on next$500million 0.65% on next$1.5 billion 0.60% on assets in excess of$2.5 billion 0.75%on first$500million Delaware VIP®Trend Series 12/31/08 N/A N N/A N/A N/A 281,638,575 0.70% on next$500million 0.65% on next$1.5 billion 0.60% on assets in excess of$2.5 billion 0.65% on first$500million Delaware VIP®U.S. Growth Series 12/31/08 N/A N N/A N/A N/A 166,486,594 0.60% on next$500million 0.55% on next$1.5 billion 0.50% on assets in excess of$2.5 billion 0.65% on first$500million Delaware VIP®Value Series 12/31/08 N/A Y N/A N/A N/A 452,864,697 0.60% on next$500million 0.55% on next$1.5 billion 0.50% on assets in excess of$2.5 billion Delaware Pooled Trust - The Emerging Markets Portfolio 10/31/08 N/A N N/A N/A N/A 608,767,439 1.00% Delaware Pooled Trust - The International Equity Portfolio 10/31/08 N/A N N/A N/A N/A 901,424,861 0.75% Delaware Pooled Trust - The Labor Select International Equity Portfolio 10/31/08 N/A N N/A N/A N/A 747,573,551 0.75% Delaware Pooled Trust - The Large-Cap Growth Equity Portfolio 10/31/08 N/A Y N/A N/A N/A 245,411,670 0.55% Delaware Pooled Trust - The Large-Cap Value Equity Portfolio 10/31/08 N/A Y N/A N/A N/A 9,686,377 0.55% Delaware Pooled Trust - The Mid-Cap Growth Equity Portfolio 10/31/08 N/A Y N/A N/A N/A 4,065,931 0.75% Delaware Pooled Trust - The Select 20 Portfolio 10/31/08 N/A Y N/A N/A N/A 9,816,096 0.75% Delaware Pooled Trust - The Small-Cap Growth Equity Portfolio 10/31/08 N/A Y N/A N/A N/A 507,668 0.75% Delaware Pooled Trust - The Smid-Cap Growth Equity Portfolio 10/31/08 N/A Y N/A N/A N/A - 0.75% 0.8750% up to $50 million 0.8000% from$50 millionto $100 million Optimum International Fund 3/31/09 N/A Y N/A N/A N/A 162,317,432 0.7800% from$100 millionto $300 million 0.7650% from$300 millionto $400 million 0.7300% over $400 million 0.8000% up to $250 million 0.7875% from$250 millionto $300 million Optimum Large Cap Growth Fund 3/31/09 N/A Y N/A N/A N/A 614,887,900 0.7625% from$300 millionto $400 million 0.7375% from$400 millionto $500 million 0.7250% from$500 millionto $1 billion 0.7100% from$1 billionto $1.5 billion 0.7000% over $1.5 billion K-2
Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($)Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate0.8000% upto $100million 0.7375% from $100 million to $250 million Optimum Large Cap Value Fund 3/31/09 N/A Y N/A N/A N/A 548,159,133 0.7125% from $250 million to $500 million 0.6875% from $500 million to $1 billion 0.6675% from $1 billion to $1.5 billion 0.6475%over $1.5 billion Optimum Small-Mid Cap Growth Fund 3/31/09 N/A Y N/A N/A N/A 163,600,949 1.1000% 1.0500% upto $75million Optimum Small-Mid Cap Value Fund 3/31/09 N/A Y N/A N/A N/A 133,415,186 1.0250% from $75 million to $150 million 1.0000% over $150 million Consulting Group Capital Markets Funds - Large Capitalization Growth n/a N/A N N/A N/A N/A $421,150,657 0.40% Investments Consulting Group Capital Markets Funds - Small Capitalization Value n/a N/A N N/A N/A N/A $90,675,085 0.50% Equities Investments PNC Funds, Inc - PNC Small Cap Core n/a N/A N N/A N/A N/A $5,186,059 0.50% upto $100million Fund 0.45% over $100million Northern Funds - Northern Multi- n/a N/A N N/A N/A N/A $141,442,959 0.35% upto $200million Manager Large Cap Fund 0.20% over $200million MassMutual Select Funds - MassMutual Select Aggressive Growth Fund n/a N/A N N/A N/A N/A $138,929,930 0.45% SEI Institutional Investments Trust - n/a N/A N N/A N/A N/A $26,740,544 0.40% upto $200million Large Cap Diversified Alpha Fund 0.35% over $200million SEI Institutional Investments Trust - n/a N/A N N/A N/A N/A $66,390,469 0.40% upto $200million Large Cap Fund 0.35% over $200million SEI Institutional Managed Trust - Large Cap Growth Fund n/a N/A N N/A N/A N/A $299,933,951 0.20% UBS Pace Large Co Growth Equity Investments n/a N/A N N/A N/A N/A $201,788,849 0.40% Lincoln Variable Insurance Products Trust - LVIP Delaware Social n/a N/A N N/A N/A N/A $638,932,185 0.20% Awareness Fund Lincoln Variable Insurance Products Trust - LVIP Delaware Foundation n/a N/A N N/A N/A N/A $275,580,815 0.35% Aggressive Allocation Fund Lincoln Variable Insurance Products Trust - LVIP Delaware Foundation n/a N/A N N/A N/A N/A $74,309,777 0.35% Moderate Allocation Fund K-3
Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($)Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Management Fee Schedule
(as a percentage of average daily
net assets)
Annual RateLincoln Variable Insurance Products Trust - LVIP Delaware Growth and n/a N/A N N/A N/A N/A $1,110,154,464 0.20% Income Fund Lincoln Variable Insurance Products Trust - LVIP Delaware Special n/a N/A N N/A N/A N/A $469,430,328 0.20% Opportunities Fund SEI Institutional Managed Trust - Large n/a N/A N N/A N/A N/A $80,390,330 0.40% up to$200million Cap Diversified Alpha Fund 0.35% over$200million SEI Institutional Managed Trust - Tax- Managed Large Cap Fund n/a N/A N N/A N/A N/A $158,593,379 0.20% REAL ESTATE Delaware Global Real Estate Securities Fund 9/30/08 (56,829) Y 126 - 134 1,675,227 See Exhibit A to Appendix I Delaware REIT Fund (also known as The Real Estate Investment Trust 10/31/08 2,106,027 Y 15,159 976,866 1,057,506 178,921,674 “ Portfolio) 0.75% on first $500million Delaware VIP®REIT Series 12/31/08 N/A N N/A N/A N/A 228,392,747 0.70%on next $500million 0.65% on next $1.5 billion 0.60% on assets in excess of$2.5 billion 0.99% on first $100million Delaware Pooled Trust - The Global 10/31/08 N/A Y N/A N/A N/A 53,791,075 0.90% on the next $150million Real Estate Securities Portfolio 0.80% on assets in excess of$250million Delaware Pooled Trust - The Real Estate Investment Trust Portfolio II 10/31/08 N/A Y N/A N/A N/A 4,612,395 0.75% FIXED INCOME TAXABLE Delaware Core Plus Bond Fund 7/31/08 378,075 Y 12,530 294,515 163,769 78,586,956 See Exhibit A to Appendix I Delaware Corporate Bond Fund 7/31/08 2,192,286 Y 65,520 1,701,318 836,390 654,556,423 “ Delaware Diversified Income Fund 10/31/08 14,912,383 N 159,256 13,466,559 3,480,627 4,681,464,435 “ Delaware Dividend Income Fund 11/30/08 2,904,878 Y 33,367 4,204,502 1,278,360 376,294,484 “ Delaware Enhanced Global Dividend and Income Fund 11/31/08 2,029,426 N 35,904 - 71,030 143,626,698 “ Delaware Extended Duration Bond Fund 7/31/08 733,052 Y 29,162 730,900 578,387 231,448,785 “ Delaware High-Yield Opportunities Fund 7/31/08 793,631 Y 18,588 680,157 294,012 367,625,492 “ Delaware Inflation Protected Bond Fund 7/31/08 207,493 Y 6,770 64,555 22,691 221,063,870 “ Delaware Investments Dividend and Income Fund, Inc. 11/31/08 N/A N N/A N/A N/A 59,683,630 0.55% Delaware Investments Global Dividend and Income Fund, Inc. 11/31/08 N/A N N/A N/A N/A 31,563,148 0.70% Delaware Limited-Term Diversified Income Fund 12/31/08 897,830 Y 12,087 638,764 363,217 734,042,615 See 0.65% on first $500million Delaware VIP®Diversified Income 0.60% on next $500million Series 12/31/08 N/A N N/A N/A N/A 1,154,626,147 0.55% on next $1.5 billion 0.50% on assets in excess of$2.5 billion 0.65% on first $500million Delaware VIP®High Yield Series 12/31/08 N/A Y N/A N/A N/A 406,179,335 0.60% on next $500million 0.55% on next $1.5 billion 0.50% on assets in excess of$2.5 billion K-4
Fund Fiscal
Year
EndedAdvisory
Fees
(afterwaivers,
ifany) ($)Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Management Fee Schedule
(as a percentage of average daily
net assets)
Annual Rate0.50% on first$500 million Delaware VIP®Limited-Term 0.475% on next$500 million Diversified Income Series 12/31/08 N/A Y N/A N/A N/A 250,708,066 0.45%on next$1.5 billion 0.425% on assets in excess of$2.5 billion Delaware Pooled Trust - The Core Focus Fixed Income Portfolio 10/31/08 N/A Y N/A N/A N/A 18,548,833 0.40% Delaware Pooled Trust - The Core Plus Fixed Income Portfolio 10/31/08 N/A Y N/A N/A N/A 57,825,157 0.43% Delaware Pooled Trust - The Global Fixed Income Portfolio 10/31/08 N/A Y N/A N/A N/A 137,581,483 0.50% Delaware Pooled Trust - The High-Yield Bond Portfolio 10/31/08 N/A Y N/A N/A N/A 21,849,485 0.45% Delaware Pooled Trust - The Intermediate Fixed Income Portfolio 10/31/08 N/A Y N/A N/A N/A 7,181,598 0.40% Delaware Pooled Trust - The International Fixed Income Portfolio 10/31/08 N/A N N/A N/A N/A 18,576,967 0.50% 0.7000% up to$25 million 0.6500% from$25 million to $100 million Optimum Fixed Income Fund 3/31/09 N/A Y N/A N/A N/A 692,576,469 0.6000% from$100 million to $500 million 0.5500% from$500 million to $1 billion 0.5000% over $1 billion Lincoln Variable Insurance Products n/a N/A N N/A N/A N/A $1,934,214,482 0.18% Trust - LVIP Delaware Bond Fund SEI Institutional Investments Trust - n/a N/A N N/A N/A N/A $258,981,042 0.28% High Yield Bond Fund SEI Institutional Management Trust - High Yield Bond Fund n/a N/A N N/A N/A N/A $225,986,783 0.28% Lincoln Variable Insurance Products Trust - LVIP Delaware Foundation n/a N/A N N/A N/A N/A $371,403,316 0.35% Conservative Allocation Fund FIXED INCOME TAX EXEMPT Delaware Investments Arizona Municipal Income Fund, Inc. 3/31/09 N/A N N/A N/A N/A 39,569,293 0.40% Delaware Investments Colorado Municipal Income Fund, Inc. 3/31/09 N/A N N/A N/A N/A 65,158,068 0.40% Delaware Investments Minnesota Municipal Income Fund II, Inc. 3/31/09 N/A N N/A N/A N/A 156,068,269 0.40% Delaware Investments National Municipal Income Fund 3/31/09 N/A N N/A N/A N/A 30,101,448 0.40% Delaware Minnesota High-Yield Municipal Bond Fund 8/31/08 695,090 Y 11,502 621,530 90,277 136,173,985 See Exhibit A to Appendix I Delaware National High-Yield Municipal Bond Fund 8/31/08 313,283 Y 5,946 263,703 52,373 74,306,095 “ Delaware Tax-Free Arizona Fund 8/31/08 483,562 Y 11,292 499,209 59,338 124,554,577 “ Delaware Tax-Free California Fund 8/31/08 434,758 Y 7,605 402,450 41,824 78,089,669 “ Delaware Tax-Free Colorado Fund 8/31/08 1,374,394 Y 20,604 750,906 128,035 235,014,874 “ Delaware Tax-Free Idaho Fund 8/31/08 385,385 Y 6,910 344,475 40,265 101,869,779 “ Delaware Tax-Free Minnesota Fund 8/31/08 3,340,865 Y 48,918 1,850,281 298,962 603,258,720 “ Delaware Tax-Free Minnesota Intermediate Fund 8/31/08 233,696 Y 4,531 147,019 34,723 85,783,562 “ Delaware Tax-Free Money Fund 4/30/09 (13,812) Y 878 - 13,919 13,020,741 “ K-5
Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($)Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Managment Fee Schedule
(as a percentage of average daily
net assets)
Annual RateDelaware Tax-Free New York Fund 8/31/08 59,322 Y 1,496 76,712 14,095 28,054,946 “ Delaware Tax-Free Pennsylvania Fund 2/28/09 2,646,922 Y 25,159 1,304,013 280,994 502,398,994 “ Delaware Tax-Free USA Fund 8/31/08 3,038,078 Y 55,881 1,857,104 419,011 554,012,527 “ Delaware Tax-Free USA Intermediate Fund 8/31/08 1,455,004 Y 29,234 819,000 389,646 481,653,858 “ 0.23% up to $25 million AssetMark Tax-Exempt Fixed Income 0.20%from$25 million to $100 million Fund n/a N/A N N/A N/A N/A $82,621,889 0.17%from$100 million to $200 million 0.125% over $200 million SEI Tax Exempt Trust - Intermediate- Term Municipal Fund n/a N/A N N/A N/A N/A $321,920,551 0.15% MONEY MARKET TAXABLE Delaware Cash Reserve Fund 3/31/09 2,090,836 Y 25,006 201,131 549,206 442,391,631 See Exhibit A to Appendix I 0.45% on first $500 million Delaware VIP®Cash Reserve Series 12/31/08 N/A N N/A N/A N/A 15,598,306 0.40% on next $500 million 0.35%on next $1,500 million 0.30%on assets in excess of$2.5billion Lincoln Variable Insurance Products n/a N/A N N/A N/A N/A $1,315,433,023 0.18% Trust - LVIP Money Market Fund K-6
APPENDIX L – TRUSTEES AND OFFICERS OF DMC
The following persons have held the
Delaware Investments Familyfollowing positions with the Trusts and with DMC during the past two years. The principal business address ofFunds, to adopt this formeach is 2005 Market Street, Philadelphia, Pennsylvania 19103-7094.
Name Positions and Offices with the Trusts Positions and Offices with Delaware Management Company Patrick P. Coyne Trustee, Chairman/President/Chief Executive President Officer David P. O’Connor Trustee, Senior Vice President/Strategic Senior Vice President/Strategic Investment Relationships and Initiatives/General Investment Relationships and Counsel Initiatives/General Counsel See Yeng Quek Trustee, Executive Vice President/Managing Executive Vice President/Managing Director, Fixed Income Director/Chief Investment Officer, Fixed Income Michael J. Hogan Executive Vice President/Head of Equity Executive Vice President/Head of Investments Equity Investments Marshall T. Bassett Senior Vice President/Chief Investment Officer Senior Vice President/Chief — Emerging Growth Equity Investment Officer — Emerging Growth Equity Joseph R. Baxter Senior Vice President/Head of Municipal Bond Senior Vice President/Head of Investments Municipal Bond Investments Christopher S. Beck Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Portfolio Manager Michael P. Buckley Senior Vice President/Director of Municipal Senior Vice President/Director of Research Municipal Research Stephen J. Busch Senior Vice President– Investment Accounting Senior Vice President – Investment Accounting Michael F. Capuzzi Senior Vice President — Senior Vice President — Investment Systems Investment Systems Lui-Er Chen Senior Vice President/Senior Portfolio Senior Vice President/Senior Manager/Chief Investment Officer, Emerging Portfolio Manager/Chief Investment Markets Officer, Emerging Markets Thomas H. Chow Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Portfolio Manager Stephen J. Czepiel Senior Vice President/Portfolio Manager/Head Senior Vice President/Portfolio Municipal Bond Trader Manager/Senior Municipal Bond Trader Chuck M. Devereux Senior Vice President/Senior Research Analyst Senior Vice President/Senior Research Analyst Roger A. Early Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Portfolio Manager Stuart M. George Senior Vice President/Head of Equity Trading Senior Vice President/Head of Equity Trading Paul Grillo Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Portfolio Manager William F. Keelan Senior Vice President/Director of Quantitative Senior Vice President/Director of Research Quantitative Research Kevin P. Loome Senior Vice President/Senior Portfolio Senior Vice President/Senior Manager/Head of High Yield Investments Portfolio Manager/Head of High Yield Investments Francis X. Morris Senior Vice President/Chief Investment Officer Senior Vice President/Chief L-1
Name Positions and Offices with the Trusts Positions and Offices with Delaware Management Company — Core Equity Investment Officer — Core Equity Brian L. Murray, Jr. Senior Vice President/ Chief Compliance Senior Vice President/Chief Officer Compliance Officer D. Tysen Nutt Senior Vice President/Chief Investment Officer, Senior Vice President/Chief Large Cap Value Equity Investment Officer, Large Cap Value Equity Philip O. Obazee Senior Vice President/Derivatives Manager Senior Vice President/Derivatives Manager Richard Salus Senior Vice President/Chief Financial Officer Senior Vice President/ Controller/Treasurer Jeffrey S. Van Harte Senior Vice President/Chief Investment Officer Senior Vice President/Chief — Investment Officer — Focus Growth Focus Growth Equity Equity Babak Zenouzi Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Portfolio Manager Gary T. Abrams Vice President/Senior Equity Trader Vice President/Senior Equity Trader Christopher S. Adams Vice President/Portfolio Manager/Senior Equity Vice President/Portfolio Analyst Manager/Senior Equity Analyst Damon J. Andres Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Wayne A. Anglace Vice President/Credit Research Analyst Vice President/Credit Research Analyst Margaret MacCarthy Vice President/Investment Specialist Vice President/Investment Specialist Bacon Kristen E. Bartholdson Vice President Vice President/Portfolio Manager Todd Bassion Vice President/Portfolio Manager Vice President/ Portfolio Manager Jo Anne Bennick Vice President/15(c) Reporting Vice President/15(c) Reporting Richard E. Biester Vice President/Equity Trader Vice President/Equity Trader Christopher J. Bonavico Vice President/Senior Portfolio Manager/Equity Vice President/Senior Portfolio Analyst Manager/Equity Analyst Vincent A. Brancaccio Vice President/Senior Equity Trader Vice President/Senior Equity Trader Kenneth F. Broad Vice President/Senior Portfolio Manager/Equity Vice President/Senior Portfolio Analyst Manager/Equity Analyst Kevin J. Brown Vice President/ Vice President/ Senior Investment Specialist Senior Investment Specialist Mary Ellen M. Vice President/Client Services Vice President/Client Services Carrozza Stephen G. Catricks Vice President/Portfolio Manager Vice President/Portfolio Manager Wen-Dar Chen Vice President/Portfolio Manager Vice President/Portfolio Manager Anthony G. Ciavarelli Vice President/Associate General Vice President/ Associate General Counsel/Assistant Secretary Counsel/Assistant Secretary David F. Connor Vice President/Deputy General Vice President/Deputy General Counsel/Secretary Counsel/Secretary Michael Costanzo Vice President/Performance Analyst Manager Vice President/Performance Analyst Manager Kishor K. Daga Vice President/Derivatives Operations Vice President/Derivatives Operations Cori E. Daggett Vice President/Associate General Vice President/Counsel/ Assistant Counsel/Assistant Secretary Secretary Craig C. Dembek Vice President/Senior Research Analyst Vice President/Senior Research Analyst Camillo D’Orazio Vice President/Investment Accounting Vice President/Investment L-2
Name Positions and Offices with the Trusts Positions and Offices with Delaware Management Company Accounting Christopher M. Vice President/Portfolio Manager/Equity Vice President/Portfolio Ericksen Analyst Manager/Equity Analyst Joel A. Ettinger Vice President – Taxation Vice President – Taxation Devon K. Everhart Vice President/Senior Research Analyst Vice President/Senior Research Analyst Joseph Fiorilla Vice President – Trading Operations Vice President – Trading Operations Charles E. Fish Vice President/Senior Equity Trader Vice President/Senior Equity Trader Clifford M. Fisher Vice President/Senior Municipal Bond Trader Vice President/Senior Municipal Bond Trader Patrick G. Fortier Vice President/Portfolio Manager/Equity Vice President/Portfolio Analyst Manager/Equity Analyst Denise A. Franchetti Vice President/Portfolio Manager/Municipal Vice President/Portfolio Bond Credit Analyst Manager/Municipal Bond Credit Analyst Lawrence G. Franko Vice President/ Senior Equity Analyst Vice President/ Senior Equity Analyst Daniel V. Geatens Vice President/Treasurer Vice President/Director of Financial Administration Gregory A. Gizzi Vice President/ Head Municipal Bond Trader Vice President/ Head Municipal Bond Trader Barry S. Gladstein Vice President/Portfolio Manager Vice President/Portfolio Manager Gregg J. Gola Vice President/Senior High Yield Trader Vice President/Senior High Yield Trader Christopher Gowlland Vice President/Senior Quantitative Analyst Vice President/Senior Quantitative Analyst Edward Gray Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager David J. Hamilton Vice President/Credit Research Analyst Vice President/Fixed Income Analyst Brian Hamlet Vice President/Senior Corporate Bond Trader Vice President/Senior Corporate Bond Trader Lisa L. Hansen Vice President/Head of Focus Growth Equity Vice President/Head of Focus Trading Growth Equity Trading Gregory M. Heywood Vice President/Portfolio Manager/Equity Vice President/Portfolio Analyst Manager/Equity Analyst Sharon Hill Vice President/Head of Equity Quantitative Vice President/Head of Equity Research and Analytics Quantitative Research and Analytics J. David Hillmeyer Vice President Vice President/Corporate Bond Trader Christopher M. Holland Vice President/Portfolio Manager Vice President/Portfolio Manager Chungwei Hsia Vice President/ Senior Research Analyst Vice President/ Senior Research Analyst Michael E. Hughes Vice President/Senior Equity Analyst Vice President/Senior Equity Analyst Jordan L. Irving Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Cynthia Isom Vice President/Portfolio Manager Vice President/Portfolio Manager Kenneth R. Jackson Vice President/Equity Trader Vice President/Quantitative Analyst Stephen M. Vice President/Structured Products Vice President/Structured Products Juszczyszyn Analyst/Trader Analyst/Trader Anu B. Kothari Vice President/ Equity Analyst Vice President/ Equity Analyst Roseanne L. Kropp Vice President/Senior Fund Analyst – High Vice President/ Senior Fund Analyst L-3
Name Positions and Offices with the Trusts Positions and Offices with Delaware Management Company Grade II - High Grade Nikhil G. Lalvani Vice President/Portfolio Manager Vice President/Senior Equity Analyst/Portfolio Manager Brian R. Lauzon Vice President/ Chief Operating Officer, Equity Vice President/Chief Operating Investments Officer, Equity Investments Anthony A. Lombardi Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Francis P. Magee Vice President/Portfolio Analyst Vice President/Portfolio Analyst John P. McCarthy Vice President/Senior Research Analyst/Trader Vice President/Senior Research Analyst/Trader Brian McDonnell Vice President/Structured Products Vice President/Structured Products Analyst/Trader Analyst/Trader Michael S. Morris Vice President/Portfolio Manager/Senior Equity Vice President/Portfolio Analyst Manager/Senior Equity Analyst Terrance M. O’Brien Vice President/ Fixed Income Reporting Analyst Vice President/ Fixed Income Reporting Analyst Donald G. Padilla Vice President/Portfolio Manager/Senior Equity Vice President/Portfolio Analyst Manager/Senior Equity Analyst Daniel J. Prislin Vice President/Senior Portfolio Manager/Equity Vice President/Senior Portfolio Analyst Manager/Equity Analyst Gretchen Regan Vice President/Quantitative Analyst Vice President/Quantitative Analyst Carl Rice Vice President/Senior Investment Specialist, Vice President/Senior Investment Large Cap Value Focus Equity Specialist, Large Cap Value Focus Equity Joseph T. Rogina Vice President/Equity Trader Vice President/Equity Trader Debbie A. Sabo Vice President/Equity Trader – Focus Growth Vice President/Equity Trader – Focus Equity Growth Equity Kevin C. Schildt Vice President/Senior Municipal Credit Analyst Vice President/Senior Municipal Credit Analyst Bruce Schoenfeld Vice President/Equity Analyst Vice President/Equity Analyst Nancy E. Smith Vice President — Investment Accounting Vice President — Investment Accounting Brenda L. Sprigman Vice President/Business Manager – Fixed Vice President/Business Manager – Income Fixed Income Junee Tan-Torres Vice President/ Structured Solutions Vice President/ Structured Solutions Rudy D. Torrijos, III Vice President/ Portfolio Manager Vice President/ Portfolio Manager Michael J. Tung Vice President/ Portfolio Manager Vice President/ Portfolio Manager Robert A. Vogel, Jr. Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Lori P. Wachs Vice President/Portfolio Manager Vice President/Portfolio Manager Jeffrey S. Wang Vice President/ Equity Analyst Vice President/ Equity Analyst Michael G. Wildstein Vice President/ Senior Research Analyst Vice President/ Senior Research Analyst Kathryn R. Williams Vice President/Associate General Vice President/Associate General Counsel/Assistant Secretary Counsel/Assistant Secretary Nashira Wynn Vice President/Portfolio Manager Vice President/Senior Equity Analyst/Portfolio Manager Guojia Zhang Vice President/Equity Analyst Vice President/Equity Analyst Douglas R. Zinser Vice President/Credit Research Analyst Vice President/Credit Research Analyst L-4
APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING
AS OF JULY 31, 2009
Shares Fund Name Class Outstanding Delaware American Services Fund A 8,307,110.73 Delaware American Services Fund B 1,967,195.99 Delaware American Services Fund C 3,391,198.18 Delaware American Services Fund I 922,813.72 Delaware American Services Fund R 236,624.35 Delaware Cash Reserve Fund A 409,648,027.42 Delaware Cash Reserve Fund B 7,571,200.61 Delaware Cash Reserve Fund C 11,999,635.87 Delaware Cash Reserve Fund CC 13,352,167.66 Delaware Core Plus Bond Fund A 8,499,313.53 Delaware Core Plus Bond Fund B 590,047.37 Delaware Core Plus Bond Fund C 762,595.96 Delaware Core Plus Bond Fund I 421,213.94 Delaware Core Plus Bond Fund R 30,797.35 Delaware Corporate Bond Fund A 84,164,830.28 Delaware Corporate Bond Fund B 2,185,573.07 Delaware Corporate Bond Fund C 22,304,687.11 Delaware Corporate Bond Fund I 9,192,140.79 Delaware Corporate Bond Fund R 2,053,525.00 Delaware Diversified Income Fund A 356,131,697.99 Delaware Diversified Income Fund B 5,635,860.95 Delaware Diversified Income Fund C 123,919,293.56 Delaware Diversified Income Fund I 27,333,904.45 Delaware Diversified Income Fund R 13,651,297.12 Delaware Dividend Income Fund A 22,944,114.03 Delaware Dividend Income Fund B 3,920,949.20 Delaware Dividend Income Fund C 17,648,139.72 Delaware Dividend Income Fund I 309,723.23 Delaware Dividend Income Fund R 313,635.21 Delaware Emerging Markets Fund A 28,477,236.53 Delaware Emerging Markets Fund B 1,696,559.45 Delaware Emerging Markets Fund C 11,639,314.09 Delaware Emerging Markets Fund I 9,094,544.14 Delaware Extended Duration Bond Fund A 32,965,118.99 Delaware Extended Duration Bond Fund B 714,353.37 Delaware Extended Duration Bond Fund C 3,416,477.09 Delaware Extended Duration Bond Fund I 4,690,859.62 Delaware Extended Duration Bond Fund R 118,595.09 Delaware Focus Global Growth Fund A 196,781.95 Delaware Focus Global Growth Fund I 235,297.12 M-1
Delaware Aggressive Allocation Portfolio A 3,465,604.00 Delaware Aggressive Allocation Portfolio B 459,043.89 Delaware Aggressive Allocation Portfolio C 582,869.61 Delaware Aggressive Allocation Portfolio I 1,394,609.32 Delaware Aggressive Allocation Portfolio R 221,889.37 Delaware Conservative Allocation Portfolio A 4,308,791.41 Delaware Conservative Allocation Portfolio B 78,613.11 Delaware Conservative Allocation Portfolio C 340,275.07 Delaware Conservative Allocation Portfolio I 1,007,016.76 Delaware Conservative Allocation Portfolio R 88,789.27 Delaware Moderate Allocation Portfolio A 20,011,562.38 Delaware Moderate Allocation Portfolio B 642,801.03 Delaware Moderate Allocation Portfolio C 1,022,400.14 Delaware Moderate Allocation Portfolio I 3,847,726.70 Delaware Moderate Allocation Portfolio R 162,904.97 Delaware Global Real Estate Securities Fund A 182.265 Delaware Global Real Estate Securities Fund I 359,843.89 Delaware Global Value Fund A 3,236,022.17 Delaware Global Value Fund B 569,699.44 Delaware Global Value Fund C 1,516,051.68 Delaware Global Value Fund I 191,341.19 Delaware Growth Opportunities Fund A 14,818,145.62 Delaware Growth Opportunities Fund B 347,682.92 Delaware Growth Opportunities Fund C 435,124.36 Delaware Growth Opportunities Fund I 261,740.86 Delaware Growth Opportunities Fund R 56,155.55 Delaware Healthcare Fund A 120,909.07 Delaware Healthcare Fund I 256,109.18 Delaware High-Yield Opportunities Fund A 73,450,305.52 Delaware High-Yield Opportunities Fund B 3,364,718.10 Delaware High-Yield Opportunities Fund C 8,815,757.03 Delaware High-Yield Opportunities Fund I 12,694,132.20 Delaware High-Yield Opportunities Fund R 4,294,740.65 Delaware Inflation Protected Bond Fund A 8,312,339.23 Delaware Inflation Protected Bond Fund B 188,301.72 Delaware Inflation Protected Bond Fund C 4,027,833.86 Delaware Inflation Protected Bond Fund I 9,419,003.59 Delaware International Value Equity Fund A 14,840,111.11 Delaware International Value Equity Fund B 1,067,080.39 Delaware International Value Equity Fund C 5,175,961.29 Delaware International Value Equity Fund I 13,666,903.65 Delaware International Value Equity Fund R 251,795.05 Delaware Large Cap Core Fund A 1,541.21 Delaware Large Cap Core Fund I 252,689.79 M-2
Delaware Large Cap Value Fund A 49,886,593.44 Delaware Large Cap Value Fund B 1,438,363.18 Delaware Large Cap Value Fund C 1,320,509.62 Delaware Large Cap Value Fund I 2,229,686.76 Delaware Large Cap Value Fund R 111,520.19 Delaware Limited-Term Diversified Income Fund A 63,645,553.57 Delaware Limited-Term Diversified Income Fund B 407,345.24 Delaware Limited-Term Diversified Income Fund C 18,200,945.79 Delaware Limited-Term Diversified Income Fund I 2,071,289.06 Delaware Limited-Term Diversified Income Fund R 365,963.82 Delaware Mid Cap Value Fund A 34,392.69 Delaware Mid Cap Value Fund C 9,428.66 Delaware Mid Cap Value Fund I 1,341,173.84 Delaware Mid Cap Value Fund R 3.224 Delaware Minnesota High-Yield Municipal Bond Fund A 10,927,247.96 Delaware Minnesota High-Yield Municipal Bond Fund B 509,394.77 Delaware Minnesota High-Yield Municipal Bond Fund C 2,507,347.47 Delaware National High-Yield Municipal Bond Fund A 7,632,607.68 Delaware National High-Yield Municipal Bond Fund B 167,569.47 Delaware National High-Yield Municipal Bond Fund C 850,944.11 Delaware National High-Yield Municipal Bond Fund I 138.63 Delaware REIT Fund A 8,434,200.70 Delaware REIT Fund I 13,643,975.31 Delaware REIT Fund R 504,554.78 Delaware REIT Fund B 1,611,608.58 Delaware REIT Fund C 2,222,726.92 Delaware Select Growth Fund A 5,716,873.40 Delaware Select Growth Fund B 950,262.41 Delaware Select Growth Fund C 1,324,332.74 Delaware Select Growth Fund R 34,564.97 Delaware Select Growth Fund I 3,144,775.77 Delaware Small Cap Core Fund A 2,422,168.04 Delaware Small Cap Core Fund C 985,111.48 Delaware Small Cap Core Fund I 3,287,676.99 Delaware Small Cap Core Fund R 457,544.70 Delaware Small Cap Growth Fund I 69.533 Delaware Small Cap Growth Fund R 127,035.78 Delaware Small Cap Growth Fund A 786,109.32 Delaware Small Cap Growth Fund B 186,462.19 Delaware Small Cap Growth Fund C 484,411.67 Delaware Small Cap Value Fund A 8,967,675.27 Delaware Small Cap Value Fund B 826,429.50 Delaware Small Cap Value Fund C 1,916,299.16 Delaware Small Cap Value Fund I 460,530.57 M-3
Delaware Small Cap Value Fund R 603,477.76 Delaware Tax-Free Arizona Fund A 10,203,952.88 Delaware Tax-Free Arizona Fund B 588,318.73 Delaware Tax-Free Arizona Fund C 654,557.17 Delaware Tax-Free California Fund A 5,799,662.70 Delaware Tax-Free California Fund B 472,859.80 Delaware Tax-Free California Fund C 1,289,320.83 Delaware Tax-Free Colorado Fund A 21,197,643.71 Delaware Tax-Free Colorado Fund B 263,399.13 Delaware Tax-Free Colorado Fund C 1,050,445.66 Delaware Tax-Free Idaho Fund A 7,268,912.69 Delaware Tax-Free Idaho Fund B 292,637.86 Delaware Tax-Free Idaho Fund C 1,436,225.92 Delaware Tax-Free Minnesota Fund A 46,448,175.64 Delaware Tax-Free Minnesota Fund B 788,675.50 Delaware Tax-Free Minnesota Fund C 2,745,470.03 Delaware Tax-Free Minnesota Intermediate Fund A 6,938,349.18 Delaware Tax-Free Minnesota Intermediate Fund B 29,185.30 Delaware Tax-Free Minnesota Intermediate Fund C 987,735.57 Delaware Tax-Free Money Fund A 12,469,760.07 Delaware Tax-Free Money Fund CC 558,180.71 Delaware Tax-Free New York Fund A 2,122,756.76 Delaware Tax-Free New York Fund B 99,781.27 Delaware Tax-Free New York Fund C 517,334.96 Delaware Tax-Free Pennsylvania Fund A 63,182,671.89 Delaware Tax-Free Pennsylvania Fund B 681,507.22 Delaware Tax-Free Pennsylvania Fund C 1,642,484.51 Delaware Tax-Free USA Fund A 49,516,664.15 Delaware Tax-Free USA Fund B 757,392.82 Delaware Tax-Free USA Fund C 1,855,403.30 Delaware Tax-Free USA Fund I 104.593 Delaware Tax-Free USA Intermediate Fund A 39,157,223.47 Delaware Tax-Free USA Intermediate Fund B 76,500.53 Delaware Tax-Free USA Intermediate Fund C 3,439,848.28 Delaware Tax-Free USA Intermediate Fund I 96.512 Delaware Trend Fund A 22,941,115.49 Delaware Trend Fund B 1,803,600.98 Delaware Trend Fund C 3,258,227.52 Delaware Trend Fund I 1,850,379.41 Delaware Trend Fund R 187,363.74 Delaware U.S. Growth Fund A 11,918,929.41 Delaware U.S. Growth Fund B 644,208.92 Delaware U.S. Growth Fund C 1,311,758.06 Delaware U.S. Growth Fund I 38,881,699.89 M-4
Delaware U.S. Growth Fund R 303,428.38 Delaware Value Fund B 378,120.36 Delaware Value Fund C 2,839,247.86 Delaware Value Fund I 7,570,791.16 Delaware Value Fund R 211,514.86 M-5
APPENDIX N — 1% SHARE OWNERSHIP
As of
organization in recent years. Accordingly,July 31, 2009, theBoard of Voyageur Investment Trust believes that it is in the best interestsofficers and Trustees of theshareholders to approve the Redomestication. HOW WILL THE REDOMESTICATION CHANGE A SHAREHOLDER'S INVESTMENT IN A SERIES OF VOYAGEUR INVESTMENT TRUST? The series of Voyageur Investment Trust and the corresponding seriesTrusts, as a group, owned 1% or more of thenewly formed Delaware statutory trust have the same investment goals, policies and restrictions. For all practical purposes, a shareholder's investment in Voyageur Investment Trust would not change as a resultoutstanding voting shares of theRedomestication. COMMON QUESTIONS AND GENERAL INFORMATION HAVE THE BOARDS OF TRUSTEES APPROVED EACH PROPOSAL? Yes.following Funds and classes:
Fund Class Percentage Delaware Large Cap Value Fund Institutional Class 5.64% Delaware Trend®Fund Institutional Class 1.58% Delaware Growth Opportunities Fund Institutional Class 2.25% Delaware Small Cap Value Fund Institutional Class 8.79% Delaware Moderate Allocation Portfolio5 Institutional Class 2.56% Delaware Aggressive Allocation Portfolio6 Institutional Class 2.13% Delaware Emerging Markets Fund Institutional Class 1.33% Delaware Core Plus Bond Fund Institutional Class 8.84% Delaware Limited-Term Diversified Income Fund Institutional Class 2.63% Delaware Select Growth Fund Class A 1.20% Delaware Select Growth Fund Institutional Class 1.10% Delaware Tax-Free Money Fund Class A 1.39% Delaware Healthcare Fund Class A 86.24% Delaware Focus Global Growth Fund Institutional Class 99.99%
5 On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. 6 On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund. N-1
APPENDIX O — 5% SHARE OWNERSHIP
The
Boardsfollowing table shows, as ofTrustees have unanimously approved allJuly 31, 2009, the accounts ofthe proposals and recommend that you vote to approve them. HOW MANY VOTES AM I ENTITLED TO CAST? As a shareholder, you are entitled be entitled to one vote foreachfull share and a fractional vote for each fractional shareclass of each Fund thatyouown 5% or more of such class.
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Aggressive A MLPF&S FOR THE SOLE 433,735.130 12.65% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Aggressive A PIMS/PRUDENTIAL RETIREMENT AS 985,508.511 28.73% Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL HOAG SHELTERED SAVS PLAN 1 HOAG DR NEWPORT BEACH CA 92663-4162 Delaware Aggressive C MLPF&S FOR THE SOLE 49,567.034 8.58% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Aggressive I C/O MUTUAL FUNDS 164,199.066 11.97% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO DELAWARE MGMT HOLDINGS INC EMP 401K ACCOUNT PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Aggressive I C/O MUTUAL FUNDS 190,469.430 13.89% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Aggressive I C/O MUTUAL FUNDS 954,399.024 69.58% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Aggressive R KIMBERLY CLARK 11,697.464 5.43% Allocation Portfolio FBO C U LEASING CORP 401K PSP & TRUST 3570 CAMINO DEL RIO N #300 SAN DIEGO CA 92108-1747 Delaware Aggressive R MLPF&S FOR THE SOLE 163,339.414 75.84% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-1
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware American A MLPF&S FOR THE SOLE 455,360.539 5.41% Services Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware American C CITIGROUP GLOBAL 377,347.679 10.85% Services Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware American C MLPF&S FOR THE SOLE 617,630.193 17.76% Services Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware American I PRUDENTIAL INVESTMENT MGMT 52,779.705 5.58% Services Fund SVC FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CTR FL 11 100 MULBERRY ST NEWARK NJ 07102 Delaware American I COUNSEL TRUST DBA MATC 54,643.058 5.77% Services Fund FBO KETCHUM WOOD & BURGERT CHARTERED PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 Delaware American I ICMA-RC SERVICES LLC 739,042.996 78.08% Services Fund 777 N CAPITOL ST NE WASHINGTON DC 20002-4239 Delaware American R GPC SECURITIES INC AGENT FOR 15,786.007 6.50% Services Fund RELIANCE TRUST CO FBO PREMIER COOPERATIVE PO BOX 79377 ATLANTA GA 30357-7377 Delaware American R COUNSEL TRUST 17,715.154 7.29% Services Fund FBO JENNINGS REALTY, INC. EMPLOYEES PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 Delaware American R STATE STREET BANK & 55,526.147 22.85% Services Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware Cash Reserve A DELAWARE MANAGEMENT 63,529,356.600 15.14% Fund BUSINESS TRUST - DMC ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 O-2
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Cash Reserve B CITIGROUP GLOBAL 432,686.848 5.61% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Cash Reserve C CITIGROUP GLOBAL 930,597.680 7.20% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Cash Reserve CC MCB TRUST SERVICES TTEE 693,747.960 5.26% Fund FBO VISITING NURSE SERVICE P/S 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Cash Reserve CC MCB TRUST SERVICES TRUSTEE 734,256.520 5.56% Fund FBO ECOLOGY CONTROL INDSTRS 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Cash Reserve CC MCB TRUST SERVICES TTEE 795,677.170 6.03% Fund FBO SAGELINK CREDIT UNION 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Cash Reserve CC MCB TRUST SERVICES TTEE 979,059.910 7.42% Fund FBO TRIDENT ANESTHESIA 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Conservative A MLPF&S FOR THE SOLE 247,401.940 5.73% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Conservative A PIMS/PRUDENTIAL RETIREMENT AS 2,992,055.268 69.29% Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL 006 HOAG SHELTERED SAVS PLAN 1 HOAG DR NEWPORT BEACH CA 92663-4162 Delaware Conservative B JUNIE L KELTON & 4,767.351 6.34% Allocation Portfolio JOYCE A WENDLANDT & NOMA HENDERSON STIGLER OK 74462 Delaware Conservative B RAYMOND JAMES & ASSOC INC 5,328.988 7.08% Allocation Portfolio CUST FBO ANTHONY J SARDO IRA 3 ROSS WAY WINDSOR LOCKS CT 06096-1267 O-3
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Conservative B MLPF&S FOR THE SOLE 15,926.231 21.17% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Conservative C MLPF&S FOR THE SOLE 119,773.952 34.53% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Conservative I C/O MUTUAL FUNDS 95,134.913 9.52% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO DELAWARE MGMT HOLDINGS INC 401K PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Conservative I C/O MUTUAL FUNDS 110,968.514 11.11% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Conservative I C/O MUTUAL FUNDS 754,578.708 75.53% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Conservative R MG TRUST CO TRUSTEE 4,679.186 5.08% Allocation Portfolio UNITED COMMUNITY BANK 401K PS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Conservative R MG TRUST CO 10,211.566 11.09% Allocation Portfolio CUST FBO JOHN CIPOLLONE INC 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Conservative R MLPF&S FOR THE SOLE 71,667.126 77.85% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Core Plus Bond A MLPF&S FOR THE SOLE 518,249.367 6.11% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2NDFL JACKSONVILLE FL 32246-6484 Delaware Core Plus Bond B MLPF&S FOR THE SOLE 71,046.733 12.01% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-4
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Core Plus Bond C CITIGROUP GLOBAL 44,617.313 5.85% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Core Plus Bond C MLPF&S FOR THE SOLE 165,360.232 21.67% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Core Plus Bond I BOSCIA FAMILY FOUNDATION 23,859.147 5.77% Fund 951 IDLEWILD RD GLADWYNE PA 19035-1437 Delaware Core Plus Bond I CITY OF DASSEL 36,698.556 8.88% Fund GENERAL ACCOUNT ATTN MARY ANN DANIELSON PO BOX 391 DASSEL MN 55325-0391 Delaware Core Plus Bond I MCB TRUST SERVICES 38,557.197 9.33% Fund CUST FBO SOUTHWEST GRAPHICS, P/S 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Core Plus Bond I RS DMC EMPLOYEE MPP PLAN 279,147.561 67.54% Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Core Plus Bond R MLPF&S FOR THE SOLE 30,626.201 88.97% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond A MLPF&S FOR THE SOLE 26,365,039.125 33.70% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond B MLPF&S FOR THE SOLE 172,509.480 7.82% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond C CITIGROUP GLOBAL 1,923,038.412 9.09% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 O-5
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Corporate Bond C MLPF&S FOR THE SOLE 10,883,754.182 51.47% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond R LINCOLN NATIONAL LIFE 116,064.933 5.70% Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Corporate Bond R FRONTIER TRUST CO 126,825.921 6.23% Fund FBO OMNIBUS-VARIOUS RETIREMENT PLANS PO BOX 10758 FARGO ND 58106-0758 Delaware Corporate Bond R STATE STREET BANK & 341,907.431 16.80% Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware Corporate Bond R MLPF&S FOR THE SOLE 671,816.598 33.01% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified A MLPF&S FOR THE SOLE 58,186,086.749 16.89% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified B MLPF&S FOR THE SOLE 638,853.308 11.26% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified C CITIGROUP GLOBAL 11,130,630.122 9.47% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Diversified C MLPF&S FOR THE SOLE 45,512,999.943 38.74% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified I CHARLES SCHWAB & CO INC 1,883,727.633 12.32% Income Fund SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 O-6
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Diversified I THE NORTHERN TRUST COMPANY 2,039,593.431 13.34% Income Fund TTEE CIBA SPECIALTY CHEMICALS 401K DV PLAN PO BOX 92994 CHICAGO IL 60675-0001 Delaware Diversified I ATTN TRUST OPS 2,506,840.650 16.39% Income Fund MIDTRUSCO 5901 COLLEGE BLVD STE 100 OVERLAND PARK KS 66211-1834 Delaware Diversified R MLPF&S FOR THE SOLE 6,532,468.517 48.64% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend A CITIGROUP GLOBAL 1,537,351.944 6.63% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Dividend A MLPF&S FOR THE SOLE 2,180,501.697 9.40% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend B CITIGROUP GLOBAL 294,850.174 7.40% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Dividend B MLPF&S FOR THE SOLE 787,123.973 19.76% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend C CITIGROUP GLOBAL 2,510,401.261 14.01% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Dividend C MLPF&S FOR THE SOLE 5,801,767.165 32.38% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend I COUNSEL TRUST DBA MATC FBO 34,749.740 11.17% Income Fund TTI INC 401K PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 O-7
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Dividend I GPC SECURITIES INC AGENT FOR 174,653.729 56.13% Income Fund RELIANCE TRUST CO FBO GOODMAN & CO LLP 401K P/S PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC SECURITIES INC AGENT FOR 16,809.557 5.40% Income Fund RELIANCE TRUST CO FBO ANIMAS SURGICAL HOSPITAL, LLC 401K PO BOX 79377 �� ATLANTA GA 30357-7377 Delaware Dividend R ING 21,445.035 6.89% Income Fund ENHANCED K-CHOICE TRUSTEE: RELIANCE TRUST CO 400 ATRIUM DRIVE SOMERSET NJ 08873 Delaware Dividend R GPC SECURITIES INC AGENT FOR 22,988.381 7.39% Income Fund RELIANCE TRUST CO FBO FERTILITY & GYNECOLOGY 401(K) PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC SECURITIES INC AGENT FOR 33,004.570 10.61% Income Fund RELIANCE TRUST CO FBO WEST HILLS DEVELOPMENT CO 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC SECURITIES INC AGENT FOR 35,001.670 11.25% Income Fund RELIANCE TRUST CO FBO BOGHT VETERINARY CLINIC 401K PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC AS AGENT FOR 37,244.780 11.97% Income Fund RELIANCE TRUST COMPANY FBO FRUIT CENTER INC PSP PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R MLPF&S FOR THE SOLE 41,346.499 13.29% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Emerging A CITIGROUP GLOBAL 1,959,107.478 7.08% Markets Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 O-8
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Emerging A MLPF&S FOR THE SOLE 4,544,610.153 16.42% Markets Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Emerging B CITIGROUP GLOBAL 158,963.904 9.27% Markets Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Emerging B MLPF&S FOR THE SOLE 218,906.047 12.76% Markets Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Emerging C CITIGROUP GLOBAL 2,398,958.695 20.99% Markets Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Emerging C MLPF&S FOR THE SOLE 3,166,315.306 27.70% Markets Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Emerging I DINGLE & CO 513,228.000 6.01% Markets Fund C/O COMERICA BANK PO BOX 75000 DETROIT MI 48275-0001 Delaware Emerging I ATTN DC PLAN ADMIN MS N6G 660,115.934 7.73% Markets Fund MERCER TRUST COMPANY FBO CLARIANT INVMNT PLAN 1 INVESTORS WAY NORWOOD MA 02062-1599 Delaware Emerging I JP MORGAN CHASE BANK TTEE 679,648.757 7.96% Markets Fund FBO VIASAT INC 401K PROFIT SHARING PLAN C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317 Delaware Emerging I STRAFE & CO 756,144.531 8.86% Markets Fund FBO E L & THELMA GAYLORD FOUNDA PO BOX 160 WESTERVILLE OH 43086-0160 Delaware Emerging I RS DMC EMPLOYEE MPP PLAN 796,016.037 9.32% Markets Fund DELAWARE MANAGEMENT CO EMPLOYMENT P/S TRUST C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 O-9
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Emerging I NFS LLC 1,146,232.048 13.42% Markets Fund FEBO FIDUCIARY TRUST CO PO BOX 55806 BOSTON MA 02205-5806 Delaware Emerging I CHARLES SCHWAB & CO INC 1,190,100.051 13.94% Markets Fund SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 Delaware Extended A MLPF&S FOR THE SOLE 2,265,367.372 6.95% Duration Bond Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Extended A MASSACHUSETTS MUTUAL LIFE 5,003,802.168 15.36% Duration Bond Fund INS CO 1295 STATE ST MIP C105 SPRINGFIELD MA 01111-0001 Delaware Extended B CITIGROUP GLOBAL 59,455.509 8.27% Duration Bond Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Extended B MLPF&S FOR THE SOLE 119,915.846 16.69% Duration Bond Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Extended C CITIGROUP GLOBAL 203,261.601 6.03% Duration Bond Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Extended C MLPF&S FOR THE SOLE 1,078,101.764 31.97% Duration Bond Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Extended I STATE STREET BANK & 2,265,201.014 31.29% Duration Bond Fund TRUST CO TTEE INTERCONTINENTAL HOTELS MASTER TR ATTN STEVE CHILES KC 1/5 801 PENNSYLVANIA AVE KANSAS CITY MO 64105-1307 Delaware Extended R ING 16,197.838 14.37% Duration Bond Fund ENHANCED K-CHOICE TRUSTEE: RELIANCE TRUST CO 400 ATRIUM DRIVE SOMERSET NJ 08873 O-10
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Extended R FIRST CLEARING CORP 37,455.899 33.24% Duration Bond Fund FBO COMPETITION CAMS PSP RONALD L COLEMAN TTEE FBO COMPETITION CAMS 3408 DEMOCRAT RD MEMPHIS TN 38118 Delaware Extended R MASSACHUSETTS MUTUAL LIFE 48,330.140 42.89% Duration Bond Fund INS CO 1295 STATE ST - MIP C105 SPRINGFIELD MA 01111-0001 Delaware Focus Global A GREGORY MARK HEYWOOD & 14,117.647 7.17% Growth Fund KRISTEN PEN-FONG KWAN OAKLAND CA 94618 Delaware Focus Global A PATRICK G FORTIER & 29,178.173 14.83% Growth Fund ANNEMARIE S FORTIER SAN FRANCISCO CA 94118 Delaware Focus Global A CHRISTOPHER BONAVICO 29,411.765 14.95% Growth Fund SAN FRANCISCO CA 94126 Delaware Focus Global A KENNETH F BROAD & JACLYN 29,411.764 14.95% Growth Fund JAFARIAN BROAD JT WROS MILL VALLEY CA 94941 Delaware Focus Global A DANIEL J PRISLIN & 29,411.765 14.95% Growth Fund JOELLE M PRISLIN TTEES DANIEL AND JOELLE PRISLIN FAMILY TR ALAMEDA CA 94502 Delaware Focus Global A VAN HARTE-SMITH FAMILY 57,012.543 28.97% Growth Fund REVOCABLE TRUST 70 CLUB DR SAN CARLOS CA 94070-1647 Delaware Focus Global I DMH CORP 235,294.118 100.00% Growth Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Global Real A JAMES C MORROW 179.211 98.32% Estate Securities Fund CONSHOHOCKEN PA 19428 Delaware Global Real I DMH CORP 359,840.833 100.00% Estate Securities Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Global Value A MLPF&S FOR THE SOLE 205,034.243 6.24% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Global Value B MLPF&S FOR THE SOLE 46,491.289 8.01% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-11
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Global Value C MLPF&S FOR THE SOLE 303,628.872 19.15% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Growth A MLPF&S FOR THE SOLE 1,113,699.355 7.46% Opportunities Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Growth C MLPF&S FOR THE SOLE 57,253.143 13.01% Opportunities Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Growth I MCB TRUST SERVICES TTEE 21,696.071 8.55% Opportunities Fund FBO WOOLDRIDGE HEATING & AIR 401K 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Growth I MCB TRUST SERVICES 38,052.554 14.99% Opportunities Fund CUST FBO GRTR PHILA CHAMBER OF COM 401K 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Growth I RS DMC EMPLOYEE MPP PLAN 171,679.544 67.64% Opportunities Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Growth R RELIANCE TRUST COMPANY CUST 4,222.383 7.98% Opportunities Fund FBO YERBA BUENA CENTER FOR THE ARTS403B ANNUITY MATCHING PLAN PO BOX 48529 ATLANTA GA 30362-1529 Delaware Growth R MG TRUSTCO TRUSTEE 4,748.503 8.97% Opportunities Fund STUDIOCOM 401K PS PL 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Growth R FRONTIER TRUST CO 6,753.171 12.76% Opportunities Fund FBO HIGHLAND ENGINEERING INC SAFE HAR PO BOX 10758 FARGO ND 58106-0758 Delaware Growth R MG TRUST COMPANY 13,579.396 25.66% Opportunities Fund CUST. FBO ADVANCED FUEL RESEARCH, INC 700 17TH ST STE 300 DENVER CO 80202-3531 O-12
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Growth R MLPF&S FOR THE SOLE 20,498.368 38.74% Opportunities Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Healthcare A DONALD G PADILLA 6,311.360 5.22% Fund PHILADELPHIA PA 19103 Delaware Healthcare A MICHAEL S TUNG 13,193.980 10.92% Fund PHILADELPHIA PA 19103 Delaware Healthcare A KATHY K WANG & ROBERT T 13,760.414 11.39% Fund WANG JT WROS LYNNFIELD MA 01940 Delaware Healthcare A LIU-ER CHEN & 80,536.820 66.67% Fund DAWN DING JT WROS NEEDHAM MA 02494 Delaware Healthcare I DMH CORP 256,106.019 100.00% Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware High-Yield A GENWORTH FINANCIAL 8,643,492.819 13.67% Opportunities Fund TRUST CO FBO GENWORTH FINANCIAL ASSET MGMT FBO THEIR MUTUAL CLIENTS 3200 N CENTRAL AVE FL 7 PHOENIX AZ 85012-2468 Delaware High-Yield B MLPF&S FOR THE SOLE 179,582.292 5.29% Opportunities Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware High-Yield B CITIGROUP GLOBAL 276,728.365 8.15% Opportunities Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware High-Yield C CITIGROUP GLOBAL 875,594.909 10.11% Opportunities Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware High-Yield C MLPF&S FOR THE SOLE 1,104,702.018 12.75% Opportunities Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware High-Yield I ICMA-RC SERVICES LLC 849,890.857 5.08% Opportunities Fund 777 N CAPITOL ST NE WASHINGTON DC 20002-4239 O-13
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware High-Yield I RS DMC EMPLOYEE MPP PLAN 869,258.717 5.19% Opportunities Fund DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware High-Yield I PRUDENTIAL INVESTMENT MGMT 1,077,334.581 6.44% Opportunities Fund SVC FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CTR FL 11 100 MULBERRY ST NEWARK NJ 07102 Delaware High-Yield I SEI PRIVATE TRUST CO 2,076,598.106 12.40% Opportunities Fund FBO HALE & DORR LLP ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989 Delaware High-Yield I NFS LLC 2,515,675.488 15.03% Opportunities Fund FEBO COUNTRY TRUST PO BOX 2020 BLOOMINGTON IL 61702-2020 Delaware High-Yield R STATE STREET BANK & 226,658.134 5.57% Opportunities Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware High-Yield R MLPF&S FOR THE SOLE 594,065.249 14.59% Opportunities Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware High-Yield R ING 630,617.353 15.49% Opportunities Fund ENHANCED K-CHOICE TRUSTEE: RELIANCE TRUST CO 400 ATRIUM DRIVE SOMERSET NJ 08873 Delaware Inflation A MLPF&S FOR THE SOLE 1,472,594.793 18.52% Protected Bond Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Inflation B PTC 16,953.025 8.32% Protected Bond Fund CUST SEP IRA FBO WILL L SKINNER 11707 LEANING PINE DR HOUSTON TX 77070-2517 Delaware Inflation B MLPF&S FOR THE SOLE 19,067.541 9.35% Protected Bond Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-14
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Inflation C MLPF&S FOR THE SOLE 803,418.927 21.77% Protected Bond Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Inflation I CONSERVATIVE PROFILE FUND OF 1,483,730.487 15.79% Protected Bond Fund LINCOLN VIP TRUST 1300 SOUTH CLINTON STREET MAIL-STOP 2H17 FORT WAYNE IN 46802-3506 Delaware Inflation I MODERATELY AGGRESSIVE 2,117,866.162 22.55% Protected Bond Fund PROFILE FUND OF LINCOLN VIP TRUST 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Inflation I MODERATE PROFILE FUND 4,270,970.454 45.47% Protected Bond Fund OF LINCOLN VIP TRUST 1300 SOUTH CLINTON STREET MAIL STOP 2H17 FORT WAYNE IN 46802-3506 Delaware International A PRUDENTIAL INVESTMENT MGMT 1,577,439.139 8.78% Value Equity Fund SVC FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CENTER FL 11 100 MULBERRY ST NEWARK NJ 07102 Delaware International A CITIGROUP GLOBAL 1,838,253.233 10.24% Value Equity Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware International B CITIGROUP GLOBAL 138,430.875 12.81% Value Equity Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware International C MLPF&S FOR THE SOLE 364,428.230 6.88% Value Equity Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware International C CITIGROUP GLOBAL 1,931,259.495 36.46% Value Equity Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware International I CITIGROUP GLOBAL 11,541,747.620 82.42% Value Equity Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 O-15
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware International R FRONTIER TRUST CO 89,699.133 35.09% Value Equity Fund FBO SINGLETON ASSOCIATES 401K PLAN PO BOX 10758 FARGO ND 58106-0758 Delaware International R MLPF&S FOR THE SOLE 92,584.160 36.21% Value Equity Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Large Cap Core A CRAIG P BROWN 373.754 21.86% Fund ARDMORE PA 19003 Delaware Large Cap Core A BRUCE A GREEN 1,165.346 68.17% Fund AND LYNN H GREEN JT WROS NASHVILLE TN 37221 Delaware Large Cap Core I DMH CORP 252,687.677 100.00% Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Large Cap C MLPF&S FOR THE SOLE 200,740.265 15.05% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Large Cap I MCB TRUST SERVICES TTEE 117,540.405 5.27% Value Fund FBO DEFENSE SUPPORT SVS LLC RET PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Large Cap I MCB TRUST SERVICES TTEE 134,279.043 6.01% Value Fund FBO DAY & ZIMMERMANN HAWTHORNE 401K PL 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Large Cap I RS DMC EMPLOYEE MPP PLAN 550,221.767 24.65% Value Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Large Cap I MCB TRUST SERVICES TTEE 1,097,451.108 49.16% Value Fund FBO DAY & ZIMMERMANN 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Large Cap R GPC AS AGENT FOR 5,979.336 5.16% Value Fund RELIANCE TRUST COMPANY FBO DAVID S WILLIAMS DMD PA 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 O-16
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Large Cap R MG TRUST COMPANY TRUSTEE 18,918.307 16.32% Value Fund MEMORIAL & ST ELIZABETH HC LLP 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Large Cap R GPC AS AGENT FOR 20,329.284 17.54% Value Fund RELIANCE TRUST COMPANY FBO THERAPEUTIC RADIATION ONCOLOGY 401K PO BOX 79377 ATLANTA GA 30357-7377 Delaware Large Cap R MLPF&S FOR THE SOLE 40,123.147 34.61% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term A CITIGROUP GLOBAL 4,298,135.109 7.70% Diversified Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Limited-Term A MLPF&S FOR THE SOLE 7,379,518.664 13.23% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term B MLPF&S FOR THE SOLE 61,076.009 15.18% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term C CITIGROUP GLOBAL 1,411,270.070 9.66% Diversified Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Limited-Term C MLPF&S FOR THE SOLE 5,087,712.746 34.84% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term I RS DMC EMPLOYEE MPP PLAN 309,926.611 17.05% Diversified Income Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Limited-Term I LINCOLN FINANCIAL GROUP 461,369.380 25.39% Diversified Income Fund FOUNDATION INC 1300 S CLINTON ST FORT WAYNE IN 46802-3506 O-17
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Limited-Term I LA84 FOUNDATION 470,243.443 25.87% Diversified Income Fund 2141 W ADAMS BLVD LOS ANGELES CA 90018-2040 Delaware Limited-Term R FIRST CLEARING LLC 20,585.478 5.89% Diversified Income Fund SUTTON ORTHOPAEDICS PSP 401K J CARL SUTTON TTEE 3320 LOST VALLEY DR JONESBORO GA 30236-4126 Delaware Limited-Term R LINCOLN NATIONAL LIFE 27,785.371 7.95% Diversified Income Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Limited-Term R COUNSEL TRUST DBA MATC 30,424.631 8.70% Diversified Income Fund FBO MILAN SUPPLY CO PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 Delaware Limited-Term R MLPF&S FOR THE SOLE 151,766.439 43.40% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Mid Cap Value A DMTC TTEE 1,626.353 5.07% PERSONAL(K) PL JAMES SCHIEFER CONSULTING INC FBO JAMES SCHIEFER 3850 ALDER WOODS CT FAIRFAX VA 22033-2441 Delaware Mid Cap Value A CLAIRE L DENENBERG TTEE 1,629.991 5.08% CLAIRE L DENENBERG REV LIV TR C/O LYNNE WARREN 8754 VIA ANCHO RD BOCA RATON FL 33433 Delaware Mid Cap Value A IRA FBO PAUL L FIDEL 1,664.145 5.19% PERSHING LLC CUST ROLLOVER ACCOUNT 140 B N SPRING VALLEY RD MCMURRAY PA 15317-2820 Delaware Mid Cap Value A IRA FBO PAUL A VOTH 2,524.124 7.87% PTC AS CUSTODIAN 43683 MARIGOLD DR PALM DESERT CA 92260-2603 Delaware Mid Cap Value A NFS LLC 2,559.099 7.98% FEBO JOHN A SCARF 13915 SAN SABA CANYON LN CYPRESS TX 77429 Delaware Mid Cap Value A NFS LLC 2,700.642 8.42% FEBO NFS/FMTC ROLL IRA FBO MICHAEL OHATA 225 LINDEN AVE OAK PARK IL 60302-2214 Delaware Mid Cap Value A DOUGLAS R GLENNON 5,892.662 18.37% O-18
Fund Name Class Shareholders Name and Address Total Shares Percentage NAPLES FL 34119 Delaware Mid Cap Value A PERSHING LLC 7,245.869 22.59% PO BOX 2052 JERSEY CITY NJ 07303 Delaware Mid Cap Value C HOME FEDERAL SAVINGS & LN 520.073 5.52% JONATHAN FRIEND 500 12TH S PO BOX 190 NAMPA ID 83653-0190 Delaware Mid Cap Value C DMTC CUSTODIAN FOR THE IRA OF 2,338.844 24.81% BEATRIZ W THIELEN LORTON VA 22079 Delaware Mid Cap Value C DMTC C/F THE CONVERSION ROTH 2,616.753 27.75% IRA OF ROSS SCHEINBAUM 1095 REMAGEN RD SEASIDE CA 93955-7417 Delaware Mid Cap Value C DMTC C/F THE CONVERSION ROTH 3,596.186 38.14% IRA OF JENNIFER SCHEINBAUM 1095 REMAGEN RD SEASIDE CA 93955-7417 Delaware Mid Cap Value I C/O MUTUAL FUNDS 138,795.912 10.35% WILMINGTON TRUST CO TTEE FBO DELAWARE MGMT HOLDINGS INC EMP 401K ACCOUNT PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Mid Cap Value I C/O MUTUAL FUNDS 225,477.509 16.82% WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Mid Cap Value I C/O MUTUAL FUNDS 942,782.041 70.32% WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Mid Cap Value R DELAWARE MANAGEMENT 1.006 31.20% BUSINESS TRUST - DIA ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Mid Cap Value R DELAWARE SERVICE CO 1.106 34.31% CONTROL ACCOUNT ATTN PATRICK DWYER 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Mid Cap Value R DELAWARE SERVICE CO 1.112 34.49% CONTROL ACCOUNT ATTN PATRICK DWYER 2005 MARKET ST PHILADELPHIA PA 19103-7042 O-19
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Minnesota C MLPF&S FOR THE SOLE 145,763.514 5.76% High-Yield Municipal BENEFIT OF ITS CUSTOMERS Bond Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Moderate A PIMS/PRUDENTIAL RETIREMENT AS 1,776,824.575 8.81% Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL HOAG SHELTERED SAVS PLAN 1 HOAG DR NEWPORT BEACH CA 92663-4162 Delaware Moderate B MLPF&S FOR THE SOLE 45,923.205 7.05% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Moderate C MLPF&S FOR THE SOLE 102,108.604 9.84% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Moderate I C/O MUTUAL FUNDS 311,722.768 8.33% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Moderate I RS DMC EMPLOYEE MPP PLAN 360,672.708 9.64% Allocation Portfolio DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Moderate I C/O MUTUAL FUNDS 2,901,653.077 77.54% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Moderate R MG TRUST CO TRUSTEE 10,753.386 6.39% Allocation Portfolio UNITED COMMUNITY BANK 401K PS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Moderate R FRONTIER TRUST CO 11,241.773 6.69% Allocation Portfolio FBO OMNIBUS-VARIOUS RETIREMENT PLANS PO BOX 10758 FARGO ND 58106-0758 Delaware Moderate R MG TRUST CO CUST 21,272.341 12.65% Allocation Portfolio FBO JOHN CIPOLLONE INC 700 17TH ST STE 300 DENVER CO 80202-3531 O-20
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Moderate R MLPF&S FOR THE SOLE 108,109.957 64.29% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- A MLPF&S FOR THE SOLE 460,900.745 6.15% Yield Municipal Bond BENEFIT OF ITS CUSTOMERS Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- A FIRST CLEARING, LLC 491,982.027 6.56% Yield Municipal Bond JUANITA DALY & Fund CARLO TORESANI JT WROS 1200 RANCHO CIR LAS VEGAS NV 89107 Delaware National High- B CITIGROUP GLOBAL 17,029.211 9.91% Yield Municipal Bond MARKETS, INC. Fund ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware National High- B MLPF&S FOR THE SOLE 50,308.132 29.27% Yield Municipal Bond BENEFIT OF ITS CUSTOMERS Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- C CITIGROUP GLOBAL 84,495.021 10.10% Yield Municipal Bond MARKETS, INC. Fund ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware National High- C MLPF&S FOR THE SOLE 214,824.839 25.69% Yield Municipal Bond BENEFIT OF ITS CUSTOMERS Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- I DMH CORP 136.513 98.95% Yield Municipal Bond ATTN RICK SALUS Fund 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware REIT Fund A WILMINGTON TRUST CO TTEE 791,631.516 9.35% FBO VIRTUA 401(K) SAVS PLN C/O MUTUAL FUNDS P O BOX 8880 WILMINGTON DE 19899-8880 Delaware REIT Fund C MLPF&S FOR THE SOLE 224,397.521 9.93% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware REIT Fund C CITIGROUP GLOBAL 247,756.670 10.96% MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 O-21
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware REIT Fund R RELIANCE TRUST CO 26,006.691 5.13% FBO PARKER MCCAY & CRISCU 401K PO BOX 48529 ATLANTA GA 30362-1529 Delaware REIT Fund R MLPF&S FOR THE SOLE 28,637.318 5.64% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware REIT Fund R MG TRUST COMPANY 39,857.674 7.85% CUST FBO PRICE RIVER WATER IMPROVEMENT DISTRICT RETIREMENT PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Select Growth A CITIGROUP GLOBAL 322,565.776 5.58% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Select Growth A MLPF&S FOR THE SOLE 338,085.449 5.85% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Select Growth C CITIGROUP GLOBAL 115,089.170 8.52% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Select Growth C MLPF&S FOR THE SOLE 267,526.144 19.81% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Select Growth I RS DMC EMPLOYEE MPP PLAN 266,226.705 9.53% Fund DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Select Growth I GPC AS AGENT FOR 378,404.844 13.55% Fund RELIANCE TRUST COMPANY FBO DEAN FOODS 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Select Growth I EDWARD D JONES & CO 2,346,971.458 84.04% Fund ATTN MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043 O-22
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Select Growth R MG TRUST COMPANY TRUSTEE 1,965.947 5.52% Fund KINGS OF NEW CASTLE 700 17TH STREET - SUITE 300 DENVER CO 80202-3531 Delaware Select Growth R MG TRUST CO TRUSTEE 3,160.773 8.88% Fund UNITED COMMUNITY BANK 401K PS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Select Growth R RELIANCE TRUST CO FBO 3,363.365 9.45% Fund RELIANCE TRADING CORP 401K PO BOX 48529 ATLANTA GA 30362-1529 Delaware Select Growth R RELIANCE TRUSTCO 4,478.672 12.58% Fund FBO FIRST MED IMMEDIATE MED 401K PO BOX 48529 ATLANTA GA 30362-1529 Delaware Select Growth R MG TRUST CO 5,156.870 14.49% Fund CUST FBO OMAHA NEON SIGN INC 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Select Growth R MLPF&S FOR THE SOLE 12,623.771 35.46% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap Core A MLPF&S FOR THE SOLE 338,437.179 14.04% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap Core C MLPF&S FOR THE SOLE 312,373.501 31.76% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap Core I HOD CARRIERS LOCAL #270 203,292.627 6.03% Fund PENSION TRUST FUND 633 BATTERY ST FL 2 SAN FRANCISCO CA 94111-1815 Delaware Small Cap Core I WACHOVIA BANK 214,397.419 6.36% Fund FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001 Delaware Small Cap Core I UNION BANK TR NOMINEE 432,234.293 12.82% Fund FBO CITRUS AVOCADO PENSION FUND TAFT HARTLEY RET PLAN PO BOX 85484 SAN DIEGO CA 92186-5484 O-23
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Small Cap Core I LINCOLN NATIONAL LIFE 505,204.886 14.98% Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Small Cap Core I UBATCO & CO 1,176,793.386 34.89% Fund FBO COLLEGE SAVINGS GROUP PO BOX 82535 LINCOLN NE 68501-2535 Delaware Small Cap Core R GPC AGENT FOR 26,326.572 5.89% Fund RELIANCE TRUST CO FBO DAVID K & ELLENM SCHMITZ 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Small Cap Core R FRONTIER TRUST CO 40,949.210 9.17% Fund FBO NAGEL PRECISION INC PS 401K PLAN PO BOX 10758 FARGO ND 58106-0758 Delaware Small Cap Core R ING 45,452.151 10.17% Fund ENHANCED K-CHOICE TRUSTEE: RELIANCE TRUST CO 400 ATRIUM DRIVE SOMERSET NJ 08873 Delaware Small Cap Core R LINCOLN NATIONAL LIFE 61,155.360 13.69% Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Small Cap Core R STATE STREET BANK & 68,001.652 15.22% Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware Small Cap A FRONTIER TRUST CO 54,439.229 7.14% Growth Fund FBO VALERUS 401K SAVS PLAN PO BOX 10758 FARGO ND 58106-0758 Delaware Small Cap A MLPF&S FOR THE SOLE 54,638.434 7.17% Growth Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap B FIRST CLEARING LLC 9,336.495 5.03% Growth Fund LAUREN M NISWENDER IRA FCC AS CUSTODIAN 6615 STEINBECK CT N RIDGEVILLE OH 44039-3363 Delaware Small Cap C MLPF&S FOR THE SOLE 120,379.051 24.94% Growth Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-24
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Small Cap I DMTC C/F THE ROLLOVER IRA OF 65.445 94.12% Growth Fund PATRICIA POLONY WHITEHALL PA 18052 Delaware Small Cap R GPC AS AGENT FOR 6,795.422 5.47% Growth Fund RELIANCE TRUST COMPANY FBO OB-GYNE OF LAKE FOREST EES PS & SAV T PO BOX 79377 ATLANTA GA 30357-7377 Delaware Small Cap R RELIANCE TRUST CO 8,995.554 7.24% Growth Fund CUST FBO DRESILKER ELECTRIC MOTORS PO BOX 48529 ATLANTA GA 30362-1529 Delaware Small Cap R GPC SECURITIES INC AGENT FOR 9,924.912 7.99% Growth Fund RELIANCE TRUST CO FBO GILSANZ MURRAY & STEFICEK 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Small Cap R MLPF&S FOR THE SOLE 10,216.590 8.23% Growth Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap R FRONTIER TRUST CO 11,413.575 9.19% Growth Fund FBO SBWV ARCHITECTS INC 401K PLAN PO BOX 10758 FARGO ND 58106-0758 Delaware Small Cap R RON BECKER 16,519.338 13.30% Growth Fund FBO ALL SEASONS MARKETING INC 401K PSP & TRUST 10001 W ROOSEVELT RD STE 308 WESTCHESTER IL 60154-2662 Delaware Small Cap A MLPF&S FOR THE SOLE 546,365.178 6.04% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap C CITIGROUP GLOBAL 163,385.511 8.38% Value Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Small Cap C MLPF&S FOR THE SOLE 502,256.118 25.77% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-25
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Small Cap I NFS LLC 34,727.072 7.54% Value Fund FEBO RELIANCE TRUST TTEE PHILADELPHIA GAS WORKS DEFERRED COMP PL 800 W MONTGOMERY AVE PHILADELPHIA PA 19122 Delaware Small Cap I NY LIFE TRUST COMPANY 143,381.142 31.15% Value Fund 169 LACKAWANNA AVE PARSIPPANY NJ 07054-1007 Delaware Small Cap I RS DMC EMPLOYEE MPP PLAN 210,578.743 45.75% Value Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Small Cap R MLPF&S FOR THE SOLE 216,746.044 34.94% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A MLPF&S FOR THE SOLE 582,846.383 5.73% Arizona Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B MLPF&S FOR THE SOLE 76,735.280 12.83% Arizona Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free C MLPF&S FOR THE SOLE 179,853.329 27.78% Arizona Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A MLPF&S FOR THE SOLE 656,398.363 11.06% California Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A CITIGROUP GLOBAL 824,212.722 13.89% California Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free B WELLS FARGO INVSTMNTS LLC 25,886.056 5.48% California Fund 625 MARQUETTE AVE FL 13 MINNEAPOLIS MN 55402 O-26
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Tax-Free B RBC CAPITAL MARKETS CORP 33,421.165 7.08% California Fund FBO BEVERLY FISCHGRUND TTEE FISCHGRUND TRUST 1025 N CRESCENT DR BEVERLY HILLS CA 90210 Delaware Tax-Free B WELLS FARGO INVSTMNTS LLC 45,388.933 9.62% California Fund 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402 Delaware Tax-Free B CITIGROUP GLOBAL 83,964.999 17.79% California Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free C CHARLES SCHWAB & CO INC 95,960.272 7.50% California Fund SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 Delaware Tax-Free C CITIGROUP GLOBAL 121,714.838 9.51% California Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free C MLPF&S FOR THE SOLE 379,533.779 29.67% California Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B MS&CO 14,444.904 5.24% Colorado Fund FBO PATRICK C ALLEN 2468 LOGAN DR LOVELAND CO 80538 Delaware Tax-Free B MLPF&S FOR THE SOLE 20,466.733 7.43% Colorado Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B ESTELLE R GOLDSTEIN TTEE OF 23,508.305 8.54% Colorado Fund THE GOLDSTEIN FAMILY TRUST A 3260 NORTH 12TH STREET GRAND JUNCTION CO 81506 Delaware Tax-Free B NFS LLC 27,004.545 9.80% Colorado Fund FEBO FORREST & ANNETTE MEYER REVOC EDWARD R MEYER 6250 S IOLA CT ENGLEWOOD CO 80111 Delaware Tax-Free C MLPF&S FOR THE SOLE 175,947.437 16.93% Colorado Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL O-27
Fund Name Class Shareholders Name and Address Total Shares Percentage JACKSONVILLE FL 32246-6484 Delaware Tax-Free Idaho A UBS FINANCIAL SERVICES INC. 371,884.662 5.16% Fund FBO GROSS FAMILY LIMITED PARTNERSHIP 2455 E WOODSTONE DR HAYDEN ID 83835 Delaware Tax-Free Idaho A MLPF&S FOR THE SOLE 377,329.797 5.24% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free Idaho B WELLS FARGO INVSTMNTS LLC 15,808.100 5.40% Fund 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402 Delaware Tax-Free Idaho C MLPF&S FOR THE SOLE 130,152.903 9.48% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B MLPF&S FOR THE SOLE 81,972.288 10.36% Minnesota Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free C MLPF&S FOR THE SOLE 283,401.592 10.48% Minnesota Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B U S BANCORP INVSTMNTS INC 2,230.909 7.66% Minnesota Intermediate 60 LIVINGSTON AVE Fund SAINT PAUL MN 55107 Delaware Tax-Free B IRENE EILBERT REV TR 4,361.373 14.97% Minnesota Intermediate NORTH MANKATO MN 56003 Fund Delaware Tax-Free B U S BANCORP INVSTMNTS INC 4,970.089 17.05% Minnesota Intermediate 60 LIVINGSTON AVE Fund SAINT PAUL MN 55107 Delaware Tax-Free B U S BANCORP INVSTMNTS INC 11,116.519 38.15% Minnesota Intermediate 60 LIVINGSTON AVE Fund SAINT PAUL MN 55107 Delaware Tax-Free A BARBARA GOODFRIEND 1,180,225.060 9.39% Money Fund AND ELLIOTT GOODFRIEND VOORHEES NJ 08043 Delaware Tax-Free CC NANCY RHOADES 29,488.200 5.40% Money Fund ATLANTA GA 30309 Delaware Tax-Free CC GREGORY OBRIEN 49,876.580 9.14% Money Fund AND SHARON OBRIEN MEDIA PA 19063 Delaware Tax-Free CC GARY A THOMAS 83,399.070 15.28% O-28
Fund Name Class Shareholders Name and Address Total Shares Percentage Money Fund CAMP HILL PA 17011 Delaware Tax-Free CC EDWARD J NOLAN AND GERTRUDE 199,164.920 36.50% Money Fund J NOLAN JT WROS GLENSIDE PA 19038 Delaware Tax-Free New A MLPF&S FOR THE SOLE 172,397.464 8.30% York Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free New A ROBERTA B WENDEL 191,883.491 9.24% York Fund ITHACA NY 14850 Delaware Tax-Free New B FIRST CLEARING, LLC 6,231.980 6.23% York Fund BRYNA COOK SERRAO & JOSEPH SERRAO JT TEN 450 CLINTON ST BROOKLYN NY 11231 Delaware Tax-Free New B CHARLES SCHWAB & CO INC 7,216.165 7.21% York Fund SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 Delaware Tax-Free New B MS&CO 8,264.442 8.26% York Fund FBO PETER M HOROWITZ 376 PRESIDENT ST BROOKLYN NY 11231 Delaware Tax-Free New B ALLISON DESALVO 9,376.457 9.37% York Fund SMITHTOWN NY 11787 Delaware Tax-Free New B EDWARD H NELSON 10,774.465 10.76% York Fund STATEN ISLAND NY 10312 Delaware Tax-Free New B NFS LLC 16,460.973 16.45% York Fund FEBO PAT PASSLOF 80 FORSYTH ST NEW YORK NY 10002 Delaware Tax-Free New B MLPF&S FOR THE SOLE 21,969.776 21.95% York Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free New C NFS LLC 67,552.600 14.37% York Fund FEBO BANK OF AMERICA NA IM JANE STEIN PO BOX 831575 DALLAS TX 75283-1575 Delaware Tax-Free New C MLPF&S FOR THE SOLE 265,829.154 56.55% York Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A MLPF&S FOR THE SOLE 3,535,263.144 5.59% Pennsylvania Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-29
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Tax-Free A CITIGROUP GLOBAL 3,786,672.511 5.99% Pennsylvania Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free B CITIGROUP GLOBAL 51,148.441 7.45% Pennsylvania Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free C DAVID N ARMS AND 86,377.509 5.25% Pennsylvania Fund JANET E ARMS JT WROS PERKIOMENVLLE PA 18074 Delaware Tax-Free C MLPF&S FOR THE SOLE 164,296.944 9.99% Pennsylvania Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA A CITIGROUP GLOBAL 3,183,822.607 6.45% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA B CITIGROUP GLOBAL 60,119.978 7.93% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA B MLPF&S FOR THE SOLE 104,465.691 13.79% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA C CITIGROUP GLOBAL 104,007.241 5.68% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA C MLPF&S FOR THE SOLE 656,711.145 35.84% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA I DMH CORP 102.392 98.28% Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Tax-Free USA A MLPF&S FOR THE SOLE 8,580,822.267 22.28% Intermediate Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA B CARMEN S OEFINGER 3,994.781 5.23% Intermediate Fund THE VILLAGES FL 32162 O-30
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Tax-Free USA B RICHARD J POSTHAUER 4,819.433 6.31% Intermediate Fund ELEANOR P POSTHAUER BABYLON NY 11702 Delaware Tax-Free USA B CITIGROUP GLOBAL 14,855.685 19.45% Intermediate Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA B MLPF&S FOR THE SOLE 16,985.453 22.24% Intermediate Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA C CITIGROUP GLOBAL 332,432.239 9.95% Intermediate Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA C MLPF&S FOR THE SOLE 1,253,729.520 37.54% Intermediate Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA I DMH CORP 94.476 98.18% Intermediate Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Trend Fund A MLPF&S FOR THE SOLE 1,803,920.632 7.80% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Trend Fund B MLPF&S FOR THE SOLE 214,663.705 11.69% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Trend Fund C CITIGROUP GLOBAL 169,468.197 5.08% MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Trend Fund C MLPF&S FOR THE SOLE 914,183.401 27.41% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Trend Fund I RS DMC EMPLOYEE MPP PLAN 311,233.476 17.67% DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 O-31
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Trend Fund I MLPF&S FOR THE SOLE 514,839.061 29.24% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Trend Fund I NFS LLC FEBO FIIOC AGENT FBO 991,776.021 56.32% QUALIFIED EMPLOYEE PLANS 401K FINOPS-IC FUNDS 100 MAGELLAN WAY #KW1C COVINGTON KY 41015-1987 Delaware Trend Fund R GPC SECURITIES INC AGENT FOR 11,100.466 5.74% RELIANCE TRUST CO FBO TRANSITION PARTNERS 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Trend Fund R MLPF&S FOR THE SOLE 129,970.646 67.22% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware U.S. Growth A PRUDENTIAL INVESTMENT MGMT 3,875,753.446 32.17% Fund SVC FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CTR FL 11 100 MULBERRY ST NEWARK NJ 07102-4000 Delaware U.S. Growth B CITIGROUP GLOBAL 63,383.338 9.73% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware U.S. Growth C CITIGROUP GLOBAL 105,861.260 8.03% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware U.S. Growth C MLPF&S FOR THE SOLE 170,818.354 12.96% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware U.S. Growth I FIRST CLEARING LLC 2,140,117.213 5.25% Fund O’MELVENY & MYERS LLP RET COMM TTEE DB PLAN 400 SOUTH HOPE STREET LOS ANGELES CA 90071 Delaware U.S. Growth I C/O M&I TRUST CO NA 4,384,349.676 10.76% Fund ATTN MF VALLEE & CO FBO VA 11270 W PARK PL STE 400 MILWAUKEE WI 53224-3638 O-32
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware U.S. Growth I PRUDENTIAL INVESTMENT MGMT 11,270,617.295 27.67% Fund SVC FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CTR FL 11 100 MULBERRY ST NEWARK NJ 07102 Delaware U.S. Growth R ING 19,691.074 6.26% Fund ENHANCED K-CHOICE TRUSTEE: RELIANCE TRUST CO 400 ATRIUM DRIVE SOMERSET NJ 08873 Delaware U.S. Growth R FRONTIER TRUST CO 23,537.445 7.49% Fund FBO OMNIBUS-VARIOUS RETIREMENT PLANS PO BOX 10758 FARGO ND 58106-0758 Delaware U.S. Growth R LINCOLN LIFE & ANNUITY 26,031.073 8.28% Fund CO OF NY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware U.S. Growth R LINCOLN NATIONAL LIFE 53,401.884 16.98% Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware U.S. Growth R STATE STREET BANK & 134,650.077 42.82% Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware Value Fund A MLPF&S FOR THE SOLE 1,766,846.486 5.21% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Value Fund B CITIGROUP GLOBAL 23,132.298 5.91% MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Value Fund B MLPF&S FOR THE SOLE 128,158.877 32.77% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Value Fund C MLPF&S FOR THE SOLE 1,694,544.475 58.97% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-33
Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Value Fund I PATTERSON & CO 1,780,688.774 23.96% OMNIBUS CASH ACCOUNT 1525 WEST W T HARRIS BLVD CHARLOTTE NC 28288 Delaware Value Fund I PRUDENTIAL INVESTMENT MGMT 4,832,329.743 65.01% SVC FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CTR FL 11 100 MULBERRY ST NEWARK NJ 07102 Delaware Value Fund R GPC AS AGENT FOR 12,299.524 5.85% RELIANCE TRUST COMPANY FBO WILLIAMS MACHINE & TOOL 401(K) PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Value Fund R GPC SECURITIES INC AGENT FOR 12,815.720 6.09% RELIANCE TRUST CO FBO ENGLAND THIMS & MILLER INC 401K PO BOX 79377 ATLANTA GA 30357-7377 Delaware Value Fund R GPC SECURITIES INC AGENT FOR 14,146.063 6.72% RELIANCE TRUST CO FBO WEST HILLS DEVELOPMENT CO 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Value Fund R MG TRUST CO CUST FBO AZUR 14,909.927 7.09% PHARMA 401K PS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Value Fund R LINCOLN NATIONAL LIFE 41,369.727 19.66% INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Value Fund R GPC SECURITIES INC AGENT FOR 48,619.364 23.11% RELIANCE TRUST CO FBO BLACK STONE ENERGY CO 401(K) PLAN PO BOX 79377 ATLANTA GA 30357-7377 O-34
[Form of Proxy Card]
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103JOINT SPECIAL MEETING OF SHAREHOLDERS – NOVEMBER 12, 2009
[Registrant Listed on Schedule A]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby revokes all previous proxies for his/her shares and appoints A n t h o n y G . C i a v a r e l l i , David F. Connor, E m i l i a P . W a n g , a n d Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at theJoint SpecialMeeting of Shareholders of [ Ea ch F un d Lis te d on S ch ed ul e A] ( the “Fund”), a series of [Each Registrant Listed on Schedule A] (the “Trust”), indicated on the
record date. The record datereverse side of this proxy card to be held at th e o ff ice s of St ra dl ey R on on St ev en s & Yo un g, LL P, O ne Commerce Square, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on Thursday, November 12, 2009 at 3 :00 p.m. Eastern time, or at any postponement or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote upon any matters which may properly be acted upon at this Meeting and specifically as indicated on the reverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.RECEIPT OF THE NOTICE OF THE JOINT SPECIAL MEETING OF SHAREHOLDERS AND THE ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND VOTED ON, IS HEREBY ACKNOWLEDGED.
BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on November 12, 2009: this proxy statement is
December 10, 2004. HOW DO I VOTE MY SHARES? You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may alsoavailable at www.delawareinvestments.com.PLEASE SIGNAND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735To vote by
touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may also vote through theInternetby visiting www.delawareinvestments.com and following the on-line instructions. If you need any assistance, or have any questionsregarding the proposals or how to vote your shares, please call Georgeson Shareholder Communications, Inc., the Funds' proxy solicitor, at 877-288-8312 (toll free). HOW DO I SIGN THE PROXY CARD? Individual Accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card. Joint Accounts: Either owner may sign, but the name of the person signing should conform exactly to a name shown on the registration. All Other Accounts: The person signing must indicate his or her capacity. For example, if Ms. Ann B. Collins serves as a trustee for a trust account or other type of entity, she should sign, "Ann B. Collins, Trustee." HOW CAN I FIND MORE INFORMATION ON THE PROPOSALS? You should read the Proxy Statement that provides details regarding the Proposals. If you have any questions, please call Georgeson Shareholder Communications, Inc., the Funds' proxy solicitor, at 877-288-8312 (toll free). J9940 PX-QA-ALL [-] IVES 1/05
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____ PO# M-9522-A DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing DELAWARE - ALL FUNDS MIS to print this form in its current state. ORIGINAL 1-UP OVERSIZE 12-21-04 JA DOREEN (DELAWARE - ALL FUNDS - 2005 - DH) ________________________________________________________________________ REVIEW #1 12-21-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE REVISION #1 12-29-04 JA REVISION #2 1-5-05 JA ------------------------------------ ----------------------------------- ---------------------------------- TO VOTE BY TELEPHONE TO VOTE BY INTERNET TO VOTE BY MAIL1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to websitewww.proxyvote.com. 3) Follow the instructions provided on the website. To vote by Telephone
1) Read the Proxy Statement and 1) Read the Proxy Statement.have the proxy card below at hand.2) Call1-800-690-6903. 3) Follow the instructions. To vote by Mail
1) Read the Proxy Statement 2) Check the appropriate boxes on reverse havethe proxy cardon reverse 2) Check the appropriate box on at hand. at hand. the reverse side. 2) Call 1-800-690-6903. 2) Go to www.proxyweb.combelow.3) Sign dateandreturndate the proxy3) Followcard.4) Return the recorded instructions. 3) Follow the on-line instructions.proxy card in the envelope provided.------------------------------------ ----------------------------------- ---------------------------------- IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD. YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS. - -------------------------- 999 999 999 999 99<------ - -------------------------- FUND NAME PRINTS HERE (THE "FUND") JOINT MEETING OF SHAREHOLDERS - MARCH 15, 2005 REGISTRANT NAME PRINTS HERE (THE "TRUST") FORM OF PROXY SOLICITED BY THE TRUSTEES The undersigned, revoking previous proxies, hereby appoint(s) Richelle S. Maestro, Brian L. Murray, Jr., David P. O'Connor and Michael P. Bishof or any of them, attorneys, with full power of substitution, to vote all shares of the Fund, a series of the Trust, as indicated above, that the undersigned is entitled to vote at a Meeting of Shareholders of the Trust to be held at the offices of Delaware Investments located at 2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103-7055 on March 15, 2005 at 4 p.m., Eastern time, and at any adjournments thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This proxy shall be voted on the proposals described in the Proxy Statement/Prospectus as specified on the reverse side. Receipt of the Notice of Joint Meeting and the accompanying Proxy Statement is hereby acknowledged. | | v PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date: ______________________ -------------------------------------------------------------- -------------------------------------------------------------- Signature(s) (Title(s), if applicable) (Please sign in box) NOTE: Please sign exactly as your name appears on this proxy card. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person indicating the person's title. | | | | v v Del all funds - DH
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____ PO# M-9522-A DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing DELAWARE - ALL FUNDS MIS to print this form in its current state. ORIGINAL 1-UP OVERSIZE 12-21-04 JA DOREEN (DELAWARE - ALL FUNDS - 2005 - DH) ________________________________________________________________________ REVISION #1 12-29-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE REVISION #2 12-30-04 JA REVISION #3 1-5-05 JA Please refer to the Proxy Statement discussion of each of these proposals. IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE PROXY SHALL BE VOTED FOR THE PROPOSALS. As to any other matter, said attorneys shall vote in accordance with the views of management. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING: | | | PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. | v PLEASE DO NOT USE FINE POINT PENS. [X] v FOR ALL WITHHOLD NOMINEES AUTHORITY TO LISTED (EXCEPT VOTE FOR ALL AS MARKED TO NOMINEES. 1. To elect the 9 nominees specified as Trustees: THE CONTRARY AT (01) Thomas L. Bennett, (02) Jude T. Driscoll, (03) John A. Fry, (04) Anthony D. Knerr, LEFT). (05) Lucinda S. Landreth, (06) Ann R. Leven, (07) Thomas F. Madison, (08) Janet L. Yeomans, (09) J. Richard Zecher [ ] [ ] (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OR NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.) ________________________________________________________________________________ FOR AGAINST ABSTAIN 2. To approve the use of a "manager of managers" structure whereby the investment manager of the [ ] [ ] [ ] funds of the Trust will be able to hire and replace subadvisers without shareholder approval. PLEASE SIGN AND DATE ON THE REVERSE SIDE. | | | Del all funds - DH | v v
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____ PO# M-9522-A DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing DELAWARE - ALL FUNDS MIS to print this form in its current state. ORIGINAL 1-UP OVERSIZE 12-21-04 JA DOREEN (DELAWARE - TAX FREE - 2005 - DH) ________________________________________________________________________ REVIEW #1 12-21-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE REVISION #1 12-29-04 JA REVISION #2 1-5-05 JA ------------------------------------ ----------------------------------- ---------------------------------- TO VOTE BY TELEPHONE TO VOTE BY INTERNET TO VOTE BY MAIL 1) Read the Proxy Statement and 1) Read the Proxy Statement and 1) Read the Proxy Statement. have the proxy card on reverse have the proxy card on reverse 2) Check the appropriate box on at hand. at hand. the reverse side. 2) Call 1-800-690-6903. 2) Go to www.proxyweb.com 3) Sign, date and return the proxy 3) Follow the recorded instructions. 3) Follow the on-line instructions. card in the envelope provided. ------------------------------------ ----------------------------------- ---------------------------------- IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD. YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS. - -------------------------- 999 999 999 999 99<------ - -------------------------- FUND NAME PRINTS HERE (THE "FUND") JOINT MEETING OF SHAREHOLDERS - MARCH 15, 2005 REGISTRANT NAME PRINTS HERE (THE "TRUST") FORM OF PROXY SOLICITED BY THE TRUSTEES The undersigned, revoking previous proxies, hereby appoint(s) Richelle S. Maestro, Brian L. Murray, Jr., David P. O'Connor and Michael P. Bishof or any of them, attorneys, with full power of substitution, to vote all shares of the Fund, a series of the Trust, as indicated above, that the undersigned is entitled to vote at a Meeting of Shareholders of the Trust to be held at the offices of Delaware Investments located at 2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103-7055 on March 15, 2005 at 4 p.m., Eastern time, and at any adjournments thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This proxy shall be voted on the proposals described in the Proxy Statement/Prospectus as specified on the reverse side. Receipt of the Notice of Joint Meeting and the accompanying Proxy Statement is hereby acknowledged. | | v PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date: ______________________ -------------------------------------------------------------- -------------------------------------------------------------- Signature(s) (Title(s), if applicable) (Please sign in box) NOTE: Please sign exactly as your name appears on this proxy card. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person indicating the person's title. | | | | v v Del tax free - DH
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____ PO# M-9522-A DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing DELAWARE - ALL FUNDS MIS to print this form in its current state. ORIGINAL 1-UP OVERSIZE 12-21-04 JA DOREEN (DELAWARE - TAX FREE - 2005 - DH) ________________________________________________________________________ REVISION #1 12-29-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE REVISION #2 12-30-04 JA REVISION #3 1-05-05 JA Please refer to the Proxy Statement discussion of each of these proposals. IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE PROXY SHALL BE VOTED FOR THE PROPOSALS. As to any other matter, said attorneys shall vote in accordance with the views of management. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING: | | | PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. | v PLEASE DO NOT USE FINE POINT PENS. [X] v FOR ALL WITHHOLD NOMINEES AUTHORITY TO LISTED (EXCEPT VOTE FOR ALL AS MARKED TO NOMINEES. 1. To elect the 9 nominees specified as Trustees: THE CONTRARY AT (01) Thomas L. Bennett, (02) Jude T. Driscoll, (03) John A. Fry, (04) Anthony D. Knerr, LEFT). (05) Lucinda S. Landreth, (06) Ann R. Leven, (07) Thomas F. Madison, (08) Janet L. Yeomans, (09) J. Richard Zecher [ ] [ ] (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OR NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.) ________________________________________________________________________________ FOR AGAINST ABSTAIN 2. To approve an Agreement and Plan of Redomestication of the Trust from a Massachusetts business trust to a Delaware statutory trust. [ ] [ ] [ ] FOR AGAINST ABSTAIN 3. To approve the use of a "manager of managers" structure whereby the investment manager of the [ ] [ ] [ ] funds of the Trust will be able to hire and replace subadvisers without shareholder approval. PLEASE SIGN AND DATE ON THE REVERSE SIDE. | | | Del tax free - DH | v v
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOURRECORDS.
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| Vote on Trustees | ||||||||
| 1. | To elect a Board of Trustees for each of the Trusts | FOR | WITHHOLD | FOR ALL | ||||
| ALL | ALL | EXCEPT | ||||||
| Nominees: | ||||||||
| 01) | THOMAS L. BENNETT | 04) | ANTHONY D. KNERR | 07) | THOMAS F. MADISON | |||
| 02) | PATRICK P. COYNE | 05) | LUCINDAS. LANDRETH | 08) | JANET L. YEOMANS 0 | 0 | 0 | |
| 03) | JOHN A. FRY | 06) | ANN R. LEVEN | 09) | J. RICHARD ZECHER | |||
| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on | ||||||||
| the line below. | ||||||||
| Vote on Approval of Investment Advisory Agreement | FOR | AGAINST | ABSTAIN |
| 2. To approve a new investment advisory agreement between each Fund and Delaware | 0 | 0 | 0 |
| Management Company, a series of Delaware Management Business Trust | |||
THIS PROXYCARDISONLY VALID WHEN SIGNEDAND DATED.PLEASE DATEAND SIGN NAME OR NAMESBELOW AS PRINTEDABOVETOAUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTOR,ADMINISTRATOR,TRUSTEE OROTHERREPRESENTATIVESHOULD GIVE FULL TITLE AS SUCH.
_________________________________________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
SCHEDULE A
| Trust | Funds |
| Delaware Group Adviser Funds | Delaware Diversified Income Fund |
| Delaware U.S. Growth Fund | |
| Delaware Group Cash Reserve | Delaware Cash Reserve Fund |
| Delaware Group Equity Funds I | Delaware Mid Cap Value Fund |
| Delaware Group Equity Funds II | Delaware Large Cap Value Fund |
| Delaware Value®Fund | |
| Delaware Group Equity Funds III | Delaware American Services Fund |
| Delaware Small Cap Growth Fund | |
| Delaware Trend®Fund | |
| Delaware Group Equity Funds IV | Delaware Global Real Estate Securities Fund |
| Delaware Growth Opportunities Fund | |
| Delaware Healthcare Fund | |
| Delaware Group Equity Funds V | Delaware Dividend Income Fund |
| Delaware Small Cap Core Fund | |
| Delaware Small Cap Value Fund | |
| Delaware Group Foundation Funds | Delaware Foundation®Equity Fund |
| Delaware Aggressive Allocation Portfolio1 | |
| Delaware Conservative Allocation Portfolio2 | |
| Delaware Moderate Allocation Portfolio3 | |
| Delaware Group Global & International Funds | Delaware Emerging Markets Fund |
| Delaware Focus Global Growth Fund | |
| Delaware Global Value Fund | |
| Delaware International Value Equity Fund | |
| Delaware Group Government Fund | Delaware Core Plus Bond Fund |
| Delaware Inflation Protected Bond Fund | |
| Delaware Group Income Funds | Delaware Corporate Bond Fund |
| Delaware Extended Duration Bond Fund | |
| Delaware High-Yield Opportunities Fund | |
| Delaware Group Limited-Term Government Funds | Delaware Limited-Term Diversified Income Fund |
| Delaware Group State Tax-Free Income Trust | Delaware Tax-Free Pennsylvania Fund |
| Delaware Group Tax-Free Fund | Delaware Tax-Free USA Fund |
| Delaware Tax-Free USA Intermediate Fund | |
| Delaware Group Tax-Free Money Fund | Delaware Tax-Free Money Fund |
| Delaware Pooled®Trust | Delaware REIT Fund |
| (also known as The Real Estate Investment Trust Portfolio) | |
| Voyageur Insured Funds | Delaware Tax-Free Arizona Fund |
| Voyageur Intermediate Tax Free Funds | Delaware Tax-Free Minnesota Intermediate Fund |
| Voyageur Mutual Funds | Delaware Minnesota High-Yield Municipal Bond Fund |
| Delaware National High-Yield Municipal Bond Fund | |
| Delaware Tax-Free California Fund | |
| Delaware Tax-Free Idaho Fund | |
| Delaware Tax-Free New York Fund | |
| Voyageur Mutual Funds II | Delaware Tax-Free Colorado Fund |
| Voyageur Mutual Funds III | Delaware Large Cap Core Fund |
| Delaware Select Growth Fund | |
| Voyageur Tax Free Funds | Delaware Tax-Free Minnesota Fund |