Proxy Statement Pursuant to Section 14(a) of the
[ X ]
Commission Only (as permitted
by Rule 14a-6(e)(2))
Delaware Group® Adviser Funds
(Name of Registrant as Specified In Its Charter)
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0-11
| 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): |
| [_] | 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. |
PROXY MATERIALS
Global Real Estate Securities Fund (the “Fund”), a series of Delaware Group Equity Funds IV (the “Trust”), we wish to inform you that the Board of Trustees (the “Board”) of the Trust has approved the addition of Macquarie Capital Investment Management LLC (“MCIM”) as subadviser to the Fund, subject to shareholder approval.
Dear Shareholder:
I am writing IV (the “Trust”) in connection with the solicitation, on behalf of the Trust’s Board of Trustees (the “Board”), of written consents from the holders of the Fund’s outstanding shares to let you knowtake action that a joint special meeting (the “Meeting”) ofrequires shareholder approval.
| INTRODUCTION 3 |
REQUIRED VOTE &# 160; 3 |
HOW TO SUBMIT CONSENTS 4 |
EXPIRATION DATE OF SOLICITATION 4 |
REVOCATION OF CONSENTS 4 |
PROPOSAL: TO APPROVE A SUBADVISORY AGREEMENT FOR THE FUND 5 |
The Proposed Subadviser 5 |
Portfolio Managers of MCIM 6 |
MCIM’s Investment Methodology 6 |
The Subadvisory Agreement 6 |
Board Considerations in Approving the Subadvisory Agreement 8 |
Accompanying Changes to the Fund’s Disclosures 10 |
ADDITIONAL INFORMATION ABOUT THE FUND 10 |
PRINCIPAL SHAREHOLDERS 11 |
CONTROL PERSONS 12 |
EXHIBIT A – FORM OF SUBADVISORY AGREEMENT 13 |
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The Fund’s current investment management agreement, dated January 4, 2010, was last submitted to security holders of |
Please read the enclosed materialsFund in September, 2009 because of a change of control and cast yourconsequent assignment of the then-existing investment management agreement.
The proposals have been carefully reviewed by the Boards of Trusteesfor each fractional share that they hold. Because none of the Trusts. Fund’s outstanding Shares are held in a
The Trustees recommendBoard recommends that you vote FOR each proposal.
The enclosed Q&A is providedCONSENT to assist you in understanding the proposals. Each ofSubadvisory Agreement.
Voting is quickExpiration Date, and easy. Everything you need is enclosed.To cast your vote, simply complete the proxy card(s) enclosed in this package. Be surenot revoked prior to sign the card(s) before mailing it (them) in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the Web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.
acceptance, will be accepted. If you have any questions before you vote, please call Computershare Fund Services, Inc. (“Computershare”), the Funds’ proxy solicitor, at 877 520-8548. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding youabout this consent solicitation or how to vote or revoke your shares. Thankconsent, or if you for your participationneed additional copies of this Consent Solicitation Statement or voting materials, please contact Kathryn Williams at (215) 255-8547.
Sincerely,
Consent Solicitation Statement, the Trust reserves the right, at any time prior to the Expiration Date, to amend or terminate the solicitation, or to delay accepting consent cards.
REVOCATION OF CONSENTS
September 25, 2009
Expiration Date. To be held on November 12, 2009
Important notice regardingeffective, a written or facsimile revocation or withdrawal of the availabilitywritten consent card must be received by the Secretary of proxy materials for the shareholdermeetingTrust prior to be held on November 12, 2009: this proxy statement is available atwww.delawareinvestments.com/proxy.
To the Shareholders of:
Delaware Group® Adviser FundsDelaware Group Cash ReserveDelaware Group Equity Funds IDelaware Group Equity Funds IIDelaware Group Equity Funds III
such time and addressed as follows: Secretary, Delaware Group Equity Funds IV,Delaware Group Equity Funds VDelaware Group Foundation FundsDelaware Group Global & International FundsDelaware Group Government FundDelaware Group Income FundsDelaware Group Limited-Term Government FundsDelaware Group State Tax-Free Income TrustDelaware Group Tax-Free FundDelaware Group Tax-Free Money FundDelaware Pooled®Trust1Voyageur Insured FundsVoyageur Intermediate Tax Free FundsVoyageur Mutual FundsVoyageur Mutual Funds IIVoyageur Mutual Funds IIIVoyageur Tax Free Funds
NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of shareholders of the open-end registered investment companies listed above (each, a “Trust” and collectively, the “Trusts”), along with certain other funds within the Delaware Investments® Family of Funds, each of which is issuing proxy solicitation materials, will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005
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Market Street, 21st Floor, Philadelphia, Pennsylvania 19103 on November 12, 2009 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:
Shareholders of record of the Trusts as of the close of business on September 18, 2009 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(s) by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet. Your vote is important.
September 25, 2009
To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card(s), sign, and return it (them) in the enclosed envelope, which requires no postage if mailed from the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement.
SOME SHAREHOLDERS HOLD SHARES IN MORE THAN ONE FUND AND MAY RECEIVE PROXY CARDS AND/OR PROXY MATERIALS FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.
PROXY STATEMENT
TABLE OF CONTENTS
DELAWARE INVESTMENTS® FAMILY OF FUNDS
JOINT PROXY STATEMENT
Dated September 25, 2009
Delaware Group® Adviser FundsDelaware Group Cash ReserveDelaware Group Equity Funds IDelaware Group Equity Funds IIDelaware Group Equity Funds IIIDelaware Group Equity Funds IVDelaware Group Equity Funds VDelaware Group Foundation FundsDelaware Group Global & International FundsDelaware Group Government FundDelaware Group Income FundsDelaware Group Limited-Term Government FundsDelaware Group State Tax-Free Income TrustDelaware Group Tax-Free FundDelaware Group Tax-Free Money FundDelaware Pooled® Trust1Voyageur Insured FundsVoyageur Intermediate Tax Free FundsVoyageur Mutual FundsVoyageur Mutual Funds IIVoyageur Mutual Funds IIIVoyageur Tax Free Funds
Important notice regarding the availability of proxy materials for the shareholdermeeting to be held on November 12, 2009: this proxy statement is available atwww.delawareinvestments.com/proxy.
This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a joint special meeting of shareholders (the “Meeting”) of the registered open-end management investment companies listed above (each, a “Trust” and collectively, the “Trusts”), along with other registered investment companies in the Delaware Investments Family of Funds, each of which is issuing proxy solicitation materials. Each of the separate funds within a Trust is referred to as a “Fund” and they are
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collectively referred to as the “Funds.” The Meeting was called by the Boards of Trustees of the Trusts (each, a “Board” and collectively, the “Boards”) to vote on the following proposals (the “Proposals”), each of which is described more fully below:
The principal offices of the Trusts are located at 2005 Market Street, 29th Floor, Philadelphia, Pennsylvania 19103. You can reachPA 19103; or by facsimile to (215) 255-1640. A notice of revocation or withdrawal must specify the officesshareholder’s name and the number of shares for which consent is being withdrawn. As of the Trusts by telephone by calling 800 523-1918. Each Trust is a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).Expiration Date, all written consents previously executed and delivered and not revoked will become irrevocable.
The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009 at 3:00 p.m., Eastern time. Only Fund shareholders will be admitted to the Meeting. The Boards, on behalf of each Fund, are soliciting these proxies. This Proxy Statement is first being sent to shareholders on or about September 30, 2009.
This Proxy Statement gives you information about the Trustees, the new investment advisory agreement, and other matters that you should know before voting. The Board of each Trust has determined that the joint use of this Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of all of the Funds.
Each Fund’s annual report to shareholders is sent to shareholders of record following the Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its most recent annual report and most recent succeeding semiannual report, if any, to a shareholder upon request. Such requests should be directed to a Fund by calling 800 523-1918 or by writing to the Fund at Attention: Account Services, P.O. Box 219691, Kansas City, MO 64121-9691 by regular mail or 430 W. 7th Street, Kansas City, MO 64105 by overnight courier service. Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ Web site at www.delawareinvestments.com.
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Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary. Each Fund will promptly send a separate copy of such documents to any shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and phone number set forth above.
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
Introduction to Proposal 1
In Proposal 1, shareholders of each TrustSUBADVISORY AGREEMENT FOR THE FUND
Each Trust is governed by a Board, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment adviser, the distributor, and others who perform services for the Trust. All of the Trusts have Boards comprised of the same trustees, and all of the Trusts are served by the same officers.
Who are the Trustee Nominees?
The trustees of the Boards (each, a “Trustee” and collectively, the “Trustees”) are responsible for supervising the management of the Trusts and serving the needs and best interests of Fund shareholders. As noted above, all of the Trustee Nominees standing for election are currently members of the Boards. The nine Trustee Nominees are Thomas L. Bennett, Patrick P. Coyne, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans, and J. Richard Zecher.
Each Board is comprised of the same nine Board members, eight of whom are not “interested persons” of the Trusts, as that term is defined in the 1940 Act (together, the “Independent Trustees”). Only Mr. Coyne is deemed to be an “Interested Trustee” of the Trusts, because he is an executive officer of the Funds’ investment adviser. Appendix B contains a list of the Trustee Nominees with certain background and related information.
If elected, each Trustee Nominee will hold office for an indefinite term until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. Each Trustee Nominee currently is available and has consented to serve if elected. If any of the Trustee Nominees should become unavailable before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated as Trustees. Ms. Leven serves as
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Coordinating Trustee for each Trust. Although Mr. Coyne, the Chairman, President, and Chief Executive Officer of the Trusts, currently serves as a Trustee, he is standing for election by Fund shareholders for the first time. Mr. Coyne was appointed as a Trustee by the Boards in 2006, having been recommended for appointment to the Boards by the Nominating and Corporate Governance Committee, which consists solely of Independent Trustees.
How are nominees for Trustee selected?
Each Board’s Nominating and Corporate Governance Committee recommends Board members, fills vacancies, and considers the qualifications of prospective Board members. The committee also monitors the performance of counsel for the Independent Trustees. The committee will consider shareholder recommendations for Trustee nominations only in the event that there is a vacancy on a Board. Shareholders who wish to submit recommendations for nominations to fill a vacancy on a Board must submit their recommendations in writing to the Nominating and Corporate Governance Committee, c/o Delaware Investments Funds at 2005 Market Street, Philadelphia, Pennsylvania 19103-7094. Shareholders should include appropriate information on the background and qualifications of any candidate recommended (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to a Board will be kept on file for consideration when there is a vacancy on the Board. The committee consists of John A. Fry, Chairman; Anthony D. Knerr; Lucinda S. Landreth; and Ann R. Leven (ex officio), all of whom are Independent Trustees. Each Board’s Nominating and Corporate Governance Committee held five meetings during the 12-month period ended June 30, 2009. Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, which is attached as Appendix C to this Proxy Statement.
The Nominating and Corporate Governance Committees met on September 3, 2009, to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and their independence from the Funds’ investment adviser and its affiliates and other Fund service providers, as well as such other information as the Committees deemed relevant to their considerations. The Nominating and Corporate Governance Committees recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on September 3, 2009, the Independent Trustees and the full Board selected and nominated the Trustee Nominees for election by the shareholders of each Trust.
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How often do the Boards meet and how are the Trustees compensated?
The Boards held six meetings during the 12-month period ended June 30, 2009. Each Trustee Nominee attended at least 75% of the aggregate total number of meetings of the Boards held during each Trust’s last fiscal year, and attended at least 75% of the total number of meetings held during that year by all committees of the Boards on which he or she served. The Trusts do not have a formal policy regarding Trustee attendance at shareholders’ meetings but they encourage Trustees to attend. The Trusts do not hold annual meetings at which Trustees are elected.
No Independent Trustee owns, beneficially or of record, securities issued by any investment adviser or principal underwriter of any of the Funds, or a person directly or indirectly controlling, controlled by, or under common control with any of the foregoing. The table in Appendix D shows the dollar range of shares of each Fund and the aggregate dollar range of shares of the Delaware Investments® Family of Funds that were beneficially owned by each Trustee Nominee as of June 30, 2009.
Each Independent Trustee is compensated by the Trusts. Mr. Coyne, the sole Trustee who is not an Independent Trustee, is not compensated by the Trusts for serving as Trustee. Trust officers are not compensated by the Trust. The table in Appendix E shows the compensation that each Independent Trustee received from each Trust during the 12-month period ended June 30, 2009 and the aggregate compensation that each Independent Trustee received from the Delaware Investments Family of Funds during that period. In addition, the Independent Trustees received separate compensation from the Trusts for the meetings held in connection with their review of the transaction described under Proposal 2 below.
Who are the principal officers of the Trusts?
Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board. Appendix F to this Proxy Statement identifies the principal officers of the Trusts, and provides certain background and related information.
What are the standing committees of the Boards?
Each Trust’s Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Independent Trustees Committee, and the Investments Committee.
Audit Committee. This committee monitors accounting and financial reporting policies and practices and internal controls for a Trust. The Audit Committee also oversees the quality and objectivity of a Trust’s financial statements and the independent audit thereof, and acts as a liaison between the Trusts’ independent registered public accounting firm and the full Boards. Each Trust’s Audit Committee
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consists of the following Independent Trustees: Thomas F. Madison, Chairman; Thomas L. Bennett; John A. Fry; and J. Richard Zecher. Each Trust’s Audit Committee held six meetings during the 12-month period ended June 30, 2009.
Nominating and Corporate Governance Committee. Information on the Nominating and Corporate Governance Committee is provided above under “How are nominees for Trustee selected?”
Independent Trustees Committee.This committee develops and recommends to the Boards a set of corporate governance principles and oversees the evaluation of the Boards, the committees, and Board activities. The committee is comprised of all of the Independent Trustees. Each Trust’s Independent Trustees Committee held four meetings during the 12-month period ended June 30, 2009.
Investments Committee. The primary purposes of the Investments Committee are to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds by their investment adviser as well as any sub-advisers; (ii) review all proposed advisory and sub-advisory agreements for new Funds or proposed amendments to existing agreements and to recommend actions the full Boards and the Independent Trustees should take regarding the approval of all such proposed agreements; and (iii) review from time to time reports supplied by the Funds’ investment adviser regarding investment performance and expenses and suggest changes to such reports. Each Board’s Investments Committee consists of the following Independent Trustees: Thomas L. Bennett, Chairman; Anthony D. Knerr; Lucinda S. Landreth; Ann R. Leven (ex officio); Janet L. Yeomans; and J. Richard Zecher. Each Investments Committee held four meetings during the 12-month period ended June 30, 2009.
Who are the Trusts’ independent auditors?
Selection of Auditors. For each Trust, the Audit Committee and the Board have selected the firm of Ernst & Young LLP (“E&Y”) to serve as the Funds’ independent registered public accounting firm. Representatives of E&Y are not expected to be present at the Meeting, but will be available telephonically if necessary.
Audit Fees. Appendix G shows for each Trust the aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.
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Audit-Related Fees. No Trust was billed during its last two fiscal years for assurance and related services rendered by E&Y that were reasonably related to the audit or review of the Trust’s financial statements but where such services were not reported under “Audit Fees” above. Appendix G shows for the last two fiscal years of each Trust the aggregate audit-related fees billed by E&Y for providing such services to the Funds’ investment adviser or other service providers that are under common control with the Funds’ investment adviser. These audit-related services consisted of the issuance of reports concerning the Funds’ transfer agent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities Exchange Act of 1934, as amended.
Tax Fees. Appendix G also shows for each Trust the aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y to the Trust for tax compliance, tax advice, and tax planning. These tax-related services consisted of the review of income tax returns and annual excise distribution calculations and, for certain of the Trusts, tax compliance services with respect to investments in foreign securities. E&Y did not during any Trust’s last two fiscal years provide any such services to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser.
Aggregate Non-Audit Fees. Appendix G also shows, for each Trust’s last two fiscal years, the aggregate non-audit fees billed by E&Y for services rendered to the Trust, its investment adviser, and any entity controlling, controlled by, or under common control with its investment adviser that provides ongoing services to the Trust.
For each Trust, the Audit Committee has considered whether the provision of non-audit services that were rendered to the Trust’s investment adviser, and any entity controlling, controlled by, or under common control with the Trust’s investment adviser that provides ongoing services to the Trust, is compatible with maintaining the independence of E&Y. The Audit Committee has determined that E&Y’s provision of these services is compatible with maintaining E&Y’s independence. E&Y currently is analyzing whether its independence will be affected after the completion of the transaction described in Proposal 2 as a result of services provided by E&Y to Macquarie Group Limited and its affiliates.
All Other Fees. There were no additional fees paid by any Trust or by the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser during such Trust’s last two fiscal years for products and services provided by E&Y, other than the services reported above.
Pre-Approval Policies and Procedures. Each Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth in Appendix H to this Proxy Statement. All of the fees disclosed above were pre-approved pursuant to
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the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve any of the services described above pursuant to thede minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.
What is the required vote to elect Trustees?
Provided that Quorum requirements (as defined below in “Voting Information”) have been satisfied, the Trustee Nominees will be elected to the Board of each Trust by the affirmative vote of a plurality of votes cast collectively by shareholders of all of the Funds of such Trust. This means that the nine Trustee Nominees receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALLTRUSTEE NOMINEES.
PROPOSAL 2: TO APPROVE A NEW INVESTMENTADVISORY AGREEMENT
Introduction to Proposal 2
In Proposal 2, you are being asked to approve a new investment advisory agreement between your Fund and Delaware Management Company (“DMC”) (each, a “New Investment Advisory Agreement”). DMC currently serves as investment adviser for each Fund, but, for the reasons discussed below, a New Investment Advisory Agreement will be required if the Transaction (as defined below) is completed. For a general description of the proposed New Investment Advisory Agreements and a comparison of the proposed New Investment Advisory Agreements and the investment advisory agreements currently in effect for each Fund (each, a “Current Investment Advisory Agreement”), see “The New Investment Advisory Agreements” below. The form of the New Investment Advisory Agreements is presented in Appendix I. The date of each Fund’s Current Investment Advisory Agreement and the date on which it was last approved by shareholders are provided in Appendix J.
The Boards are proposing the approval of the New Investment Advisory Agreements because the Current Investment Advisory AgreementsSubadvisory Agreement, pursuant to which MCIM will, terminate upon completion of the Transaction. As required by the 1940 Act, each Current Investment Advisory Agreement terminates automatically upon its “assignment.” Under the 1940 Act, a change in control of an investment adviser constitutes an “assignment.” The consummation of the Transaction will result in a change of
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control of DMC, and thus, the assignment and automatic termination of the Current Investment Advisory Agreements. Shareholders of each Fund are therefore being asked to approve a New Investment Advisory Agreement for their Fund. Each New Investment Advisory Agreement would become effective only if approved by the shareholders of the applicable Fund and if the Transaction is completed. Although the closing of the Transaction (the “Closing”) is currently expected to take place on or about December 31, 2009, if the Transaction is not completed or the Transaction Agreement (as defined below) is terminated, the New Investment Advisory Agreements will not go into effect and the Current Investment Advisory Agreements will continue in effect.
Description of the Transaction
Lincoln National Corporation (“LNC”) and its indirect, wholly owned subsidiary, Lincoln National Investment Companies, Inc. (“LNIC”), entered into a definitive agreement (the “Transaction Agreement”), dated as of August 18, 2009, with Macquarie Bank Limited, whereby LNIC will sell all of the issued and outstanding capital stock of Delaware Management Holdings, Inc. (“DMHI”) to Macquarie Bank Limited (or a subsidiary thereof) (the “Transaction”). Certain Fund service providers are subsidiaries of DMHI and will be included in the Transaction, including DMC, Delaware Service Company, Inc. (“DSC”), the fund accounting and financial administration oversight provider and transfer agent for the Funds, and Delaware Distributors, L.P. (“DDLP”), the principal underwriter for the Funds. DMHI and its subsidiaries are referred to collectively as “Delaware Investments.”
Macquarie Group Limited and its various subsidiaries (including Macquarie Bank Limited) are referred to collectively as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited (or a permitted assignee) to pay LNIC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, subject to certain specified closing adjustments at and after the Closing. The Closing is subject to the satisfaction or waiver of customary closing conditions, including (i) annualized advisory fees payable to Delaware Investments by all clients that have consented to the assignment of their investment advisory agreements or approved a new investment advisory agreement (including the Trusts) not being less than a minimum percentage of annualized advisory fees payable to Delaware Investments as of April 30, 2009 and (ii) the parties obtaining certain domestic and international regulatory approvals (including expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
DMC manages the assets of each Fund and makes each Fund’s investment decisions, subject to the supervision of the Board and of each Trust. DMC, be responsible for the day-to-day investment management of the Fund’s assets. On February 17, 2010, the Board voted to approve the appointment of MCIM as subadviser to the Fund, and hereby submits the Subadvisory Agreement for shareholder approval.
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DMHI. DMC, DMBT,significant demand for exposure to the global real estate asset class given investors’ demand for diversification, inflation-linked assets, income, global exposure and DMHI are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Delaware Investments has been managing mutual funds since 1938. As of June 30, 2009, Delaware Investments managed,the potential to capitalize on a long-term recovery in the aggregate, more than $120 billionreal estate sector.
Macquarie GroupLimited (“Macquarie”), which, through its affiliates and subsidiaries, 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
Australian Banking Regulations requireMCIM’s investment strategies for the following disclaimer to be made:InvestmentsFund are in the Funds are not andFund’s prospectus, as supplemented.
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including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guaranteeMCIM the performance of any Fund, the repayment of capital from any Fund, or any particular rate of return.
The Transaction is part of Macquarie Group’s strategy to develop a global asset management capability through building a highly regarded team of investment professionals, offering an attractive suite of investment products and gaining broader access to markets in the United States. Macquarie Group values DMC’s focus on the advisory segment of the U.S. market, its significant investment management capabilities, and its experienced management team. The Transaction is not currently expected to result in a change in the persons responsibleresponsibility for the day-to-day investment management of the Funds or in the operation of the Funds. Moreover, it is currently anticipated that following the Closing, DMHI,Fund’s assets. DMC DDLP, DSC, and the Funds will continuehas ultimate responsibility for all investment advisory services provided to operate in substantially the same manner as at present, and the Delaware Investments brand will remain with the business. Upon completion of the Transaction, the combined assets under management of Macquarie Group, including DMHI and its subsidiaries, are expected to be over $300 billion. After the Transaction, DMHI and its subsidiaries (including DMC) will remain headquartered in Philadelphia. Investment management professionals serving DMC’s clients are not currently expected to change as a result of the Transaction. Clients of DMC may be offered opportunities to invest in new products with access to Macquarie Group’s investment strategies, notably in real assets, global fixed income securities, and alternative investments. Macquarie Group clients across its global network may be offered investment products involving Delaware Investments’ investment strategies in structures designed specifically for them. Macquarie Group also currently anticipates providing additional funding to support the growth of DMC and its affiliates, for example through potential investment in operations and distribution and a commitment to expanding its multi-boutique approach.
In anticipation of the Transaction, the Boards have had a number of telephonic and in-person meetings and met both formally and in informational sessions between April 16, 2009 and September 3, 2009, for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a New Investment Advisory Agreement. The 1940 Act requires that each Fund’s New Investment Advisory Agreement be approved by the Fund’s shareholders in order to become effective. At the in-person meeting held on September 3, 2009, for the reasons discussed below under “Board considerations in approving the New Investment Advisory Agreements,” the Boards, including a majority of each Board’s Independent Trustees, approved the New Investment Advisory Agreements as being in the best interests of the Funds and their shareholders and recommended their approval by shareholders. In the event shareholders of a Fund do not approve a New Investment Advisory Agreement, the Fund’s Board will take such action as it deems
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to be in the best interests of the Fund and its shareholders, including entering into a temporary, interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act pending further solicitation of shareholder approval.
Section 15(f) of the 1940 Act
The Boards have been advised that the parties intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe-harbor whereby an owner (suchwill supervise MCIM’s performance as LNC and LNIC) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Each Board currently meets this test and is expected to do so after the Transaction is completed. Second, no “unfair burden” can be imposed on the investment company as a result of the transaction. An “unfair burden” includes any arrangement during the two-year period after the transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwritersubadviser. MCIM will select investments for the Fund based on its own investment company) or (ii)style and strategy.
The New Investment Advisory Agreements
Each Fund’s New Investment Advisory Agreement will be substantially similar to its Current Investment Advisory Agreement. Appendix I contains the form of the New Investment Advisory Agreement. The following is a comparison of certain provisions of the New Investment Advisory Agreements and Current Investment Advisory Agreements.
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Fees. There will be no change in the fee schedule applicable to any Fund under its New Investment Advisory Agreement. All currently effective contractual expense limitations or reimbursements will remain in place after the Transaction until the end of their respective terms, and Macquarie Group has no present intention to cause DMC to alter any voluntary expense limitations or reimbursementsmanagement methodology currently in effect for the Funds.
Investment Advisory Services. Each New Investment Advisory Agreement requires DMC to provideFund. The Fund’s prospectus, as supplemented, includes a discussion of the sameFund’s investment strategy under MCIM.
The New Investment Advisory Agreements provide that DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for the Fund. DMC may terminate a sub-adviser in its sole discretion at any time to the extent permitted by applicable law. A similar provision is included in the Current Investment Advisory Agreements.
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Payment of Expenses. The provisions contained in each Fund’s New Investment Advisory Agreement addressing allocation of expenses are substantially similar in all material respects to those contained in that Fund’s Current Investment Advisory Agreement. Both the Current and New Investment Advisory Agreements provide that each Fund is responsible for its own expenses, including costs incurred in the maintenance of a Fund’s corporate existence; the maintenance of the Fund’s books, records and procedures; dealing with the Fund’s shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. In addition, to avoid uncertainty, certain other expenses paid by the Funds under the Current Investment Advisory Agreement are listed expressly as Fund expenses in the New Investment Advisory Agreement. These expenses include auditing, fund accounting and financial administration fees, and other costs and expenses approved by the Board. Except as expressly provided for in the Current and New Investment Advisory Agreements, DMC is not responsible for a Fund’s expenses. The costs of the Transaction, however, are treated differently. See “Board considerations in approving the New Investment Advisory Agreement – Comparative Expenses.”
Trustees, officers, and employees of DMC may be Trustees and officers of the Trusts, but trustees, officers, and employees of DMC who are Trustees, officers and/ or employees of the Trusts do not receive any compensation from the Trusts for acting in a dual capacity. DMC and the Trusts may share common facilities, which may include legal and accounting personnel, with appropriate proration of expenses between the applicable Fund and DMC.
Limitation on Liability.Liability. Under the Current and New Investment Advisory Agreements,Subadvisory Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as subadviser to the investment adviser to a Fund, DMCMCIM shall not be liable to athe Trust, the Fund, DMC, or to any shareholder for any action or omission arising in the course of, or connected with, rendering its services under the Subadvisory Agreement or for any losses arising fromthat may be sustained in the purchase, holding or sale of any security, or otherwise.
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penalty, on sixty (60) days’ written notice to the Investment Manager and the Trust of the Independent Trustees cast in person at a meeting called for the purpose of voting on the approval. The Current Investment Advisory Agreements have similar provisions for their term and continuance. The initial two-year period has elapsed for most of the Current Investment Advisory Agreements, which were most recently approved by the applicable Fund’s Board in May 2009.
its intention to do so. A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more thantha n 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.
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 AdvisoryTrust ’s investment management agreement with DMC.
Other Changes. Each Fund’s New Investment Advisory Agreement conforms the Current Investment Advisory Agreement to currently applicable laws and regulations and includes a number of minor wording changes that clarify non-material ambiguities in the Current Investment Advisory Agreement.
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Additional Information. A discussion of the basis for a Board’s approval of each Fund’s Current Investment Advisory Agreement is available, or will be made available, in the Fund’s most recent or next-published annual or semiannual report to shareholders. Appendix J provides information on the Current Investment Advisory Agreements, including their dates, the dates of last shareholder approval, and the reason for the most recent submission to shareholders. Exhibit A to Appendix I discloses the rate of compensation of DMC under both the Current Investment Advisory Agreement and the New Investment Advisory Agreement. Appendix K describes for each Fund the aggregate amount of DMC’s fees and the amount and purpose of any other material payments to DMC (including any affiliated person of DMC) for services provided to each Fund during the last fiscal year of the Fund. These services will continue to be provided if the New Investment Advisory Agreements are approved. For other registered funds advised by DMC that have investment objectives similar to those of the Funds, Appendix L sets forth the fund’s name, the fund’s net assets as of July 31, 2009, the rate of DMC’s compensation, and whether DMC has waived, reduced, or otherwise agreed to reduce its compensation under the applicable contract.
Additional information about DMC
Appendix M provides the name, address and principal occupation of each executive officer and each trustee of DMC, and each individual who is an officer or Trustee of the Trusts and who is also an officer, employee or shareholder of DMC. Mr. Coyne, a Trustee and executive officer of the Trusts, and certain other executive officers of the Trusts, may be deemed to have a substantial interest in this Proposal 2 arising from equity interests (the “Equity Interests”) they hold in Delaware Investments U.S., Inc. (“DIUS”), a subsidiary of DMHI and indirect parent of DMC. These persons may indirectly receive a portion of the purchase consideration for the Transaction as a result of the accelerated vesting of the Equity Interests caused by the Transaction. Based on the purchase consideration described above and other valuations, the approximate Equity Interests as a percentage of issued and outstanding equity of DIUS held by these persons as of August 18, 2009 are as follows: Patrick P. Coyne 0.32%; Michael J. Hogan 0.25%; See Yeng Quek 0.29%; David P. O’Connor 0.17%; and Richard Salus 0.01%. See Appendix M for a list of the executive officer positions with the Trusts of each of the above named individuals. Generally, the Equity Interests will be fully vested and may be put back to DIUS or called by DIUS not later than thirteen months following the Closing. The holders of the Equity Interests will only obtain a portion of the purchase consideration if they put their vested Equity Interests back to DIUS or their Equity Interests are called by DIUS, and the dollar value of the Equity Interests will be ascertained at the time of the put or call, as the case may be. Certain other officers of DMC who are also officers of the Trusts own or hold vested or unvested stock or options on stock of LNC.
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Board considerations in approving the New Investment Advisory Agreements
The Coordinating Trustee and the Chair of each committee of the Boards, together with their independent legal counsel and Fund counsel, met with representatives of DMC and Macquarie Group to discuss the Transaction in very preliminary terms. Thereafter, the Independent Trustees, together with their independent legal counsel and Fund counsel, participated in a combination of four separate in-person meetings and telephone conference calls with representatives of DMC and Macquarie Group. In addition, management of DMC and certain Independent Trustees met in person or by telephone on several other occasions during the months preceding the Boards’ in-person meeting on September 3, 2009. At these meetings and on these telephone calls, the Transaction and future plans for DMC and the Funds were discussed at length. Finally, the Independent Trustees consulted with their independent legal counsel in executive sessions on numerous occasions during the time period covered by the negotiation of the Transaction and discussed, among other things, the legal standards applicable to their review of the New Investment Advisory Agreements and certain other contracts and considerations relevant to their deliberations on whether to approve the New Investment Advisory Agreements.
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MCIM.
In connection with the Trustees’ review of the New Investment Advisory Agreements, DMC and/or Macquarie Group emphasized that:
They expected that there will be no adverse changes as a result of the Transaction in the nature, quality, or extent of services currently provided to the Funds and their shareholders, including investment management, distribution, or other shareholder services;No material changes in personnel or operations are currently contemplated in the operation of DMC under Macquarie Group as a result of the Transaction and no material changes are currently contemplated in connection with third party service providers to the Funds;Macquarie Group has no present intention to cause DMC to alter the voluntary expense limitations and reimbursements currently in effect for the Funds; andUnder the Transaction Agreement, Macquarie Bank Limited has agreed to conduct, and to cause its affiliates to conduct, their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act with respect to the Funds to the extent within its control, including maintaining Board composition of at least 75% of the Board members qualifying as Independent Trustees and not imposing any “unfair burden” on the Funds for at least two years from the Closing.
In addition to the information provided by DMC and Macquarie Group as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the New Investment Advisory Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, for each Fund, the Trustees determined that the overall proposed subadvisory arrangements between the Fund, DMC, and DMC, as provided in its respective New Investment Advisory Agreement,MCIM, including the proposed advisorysubadvisory fees and
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the related administration arrangements between the Fund, DMC, and DMC,MCIM, 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 distributionIn making this determination, the Board considered a number ofFund shares through access to Macquarie Group’s existing distribution channels;Delaware Investments’ acquisition of an exclusive wholesaling sales force from a subsidiary of LNC;The reputation, financial strength, and resources of Macquarie Group as well as its historic and ongoing commitment tofactors, including theasset management business in Australia and other parts of the world;The terms and conditions of the New Investment Advisory Agreements, including that each Fund’s contractual fee rate under the New Investment Advisory Agreements will remain the same (see “The New Investment Advisory Agreements” above);The Boards’ full annual review (or initial approval) of the Current Investment Advisory Agreements at their in-person meeting in May 2009 as required by the 1940 Act and their determination at that time that (i) DMC had the capabilities, resources, and personnel necessary to provide the satisfactory advisory and administrative services currently provided to each Fund and (ii) the advisory and/or management fees paid by each Fund, taking into account any applicable fee limitations and breakpoints, represented reasonable compensation to DMC in light of the services provided, the costs to DMC of providing those services, economies of scale, and the fees and other expenses paid by similar funds and such other matters that the Boards considered relevant in the exercise of their reasonable judgment;The portfolio management teams for the Funds are not currently expected to change as a result of the Transaction;LNIC’s and Macquarie Bank Limited’s execution of an agreement with the Trusts (the “Expense Agreement”) pursuant to which LNIC and Macquarie Bank Limited have agreed to pay (or reimburse) all reasonable out-of-pocket costs and expenses of the Funds in connection with the Boards’ consideration of the Transaction, the New Investment Advisory Agreements and related agreements, and all costs related to proxy solicitation (subject to certain limited exceptions);
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| · | The reputation, financial strength, and resources of MCIM; |
| · | The terms and conditions of the Subadvisory Agreement, including that the Fund’s contractual fee rate and expense cap would remain the same and that DMC, rather than the Fund, would pay the subadvisory fees under the Subadvisory Agreement; |
| · | The Board’s determination that (i) MCIM had the capabilities, resources, and, based on an in-person presentation by MCIM, personnel necessary to provide satisfactory advisory and administrative services to the Fund and (ii) the advisory and/or management fees paid by the Fund represented reasonable compensation to MCIM in light of the services provided, the costs to MCIM of providing those services, economies of scale, and the fees and other expenses paid by similar funds and such other matters that the Board considered relevant in the exercise of its reasonable judgment; |
| · | Shareholders of the Fund are more to likely benefit from economies of scale as a result of marketing opportunities for the Fund under MCIM’s management; |
| · | Shareholders of the Fund are not expected to experience material adverse tax consequences as a result of transitioning the Fund’s portfolio under MCIM’s management; |
| · | The compliance and regulatory history of MCIM and its affiliates; and |
The likelihood that Macquarie Group would invest additional amounts in Delaware Investments, including DMC, which could result in increased assets under management, which would in turn allow some Funds the potential opportunity to achieve economies of scale and lower fees payable by Fund shareholders; andThe compliance and regulatory history of Macquarie Group and its affiliates.
Certain of these considerations are discussed in more detail below.
| · | DMC’s representation to the Board that the Fund’s shareholders will not bear any costs of this solicitation. |
Subadvisory Agreement.
The Boards also considered the transfer agent and shareholderoverall services that would continueanticipated to be provided by MCIM.
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Based on
Investment Performance. The Boards considered the overall investment performance of DMC and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. Although the Trustees gave appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to their review of investment performance in connection with the approval of the Current Investment Advisory Agreements at the Board meeting held in May 2009. At that meeting, the Trustees reviewed reports for each Fund prepared by Lipper, Inc., an independent statistical compilation organization (“Lipper”), which showed the Fund’s investment performance as of December 31, 2008 in comparisonprovider to a group of funds selected by Lipper as being similar to the Fund (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest performance ranked last. The highest/best performing 25% of funds in the Performance Universe made up the first quartile; the next 25% made up the second quartile; the next 25% made up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe made up the fourth quartile. Annualized investment performance for each Fund was shown for the past 1-, 3-, 5-, and 10-year periods, to the extent applicable, compared to that of the Performance Universe. The Boards’ objective was that each Fund’s performance for the periods considered be at or above the median of its Performance Universe. During the May 2009 review process, the Trustees observed the significant improvements to relative investment performance of the funds in the Delaware Investments® Family of Funds as compared to the funds’ performance as of December 31, 2007.
At their meeting on September 3, 2009, the Trustees, including the Independent Trustees in consultation with their independent counsel, updated their examination of the investment performance of each fund in the Delaware Investments Family
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of Funds. The Trustees compared the performance of each fund in the Delaware Investments® Family of Funds to that of its respective Performance Universe for the 1-, 3-, 5-, and 10-year periods ended June 30, 2009 and compared its relative investment performance against the corresponding relative investment performance of each fund in the Delaware Investments Family of Funds for such time periods ended December 31, 2008,and the benefits from allocation of Fund brokerage to improve trading efficiencies. However, the extent applicable. As of June 30, 2009, 30 of the funds in the Delaware Investments Family of Funds had investment performance relative to that of the respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for all applicable time periods. At June 30, 2009, an additional six funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for a majority of the applicable time periods. At June 30, 2009, 15 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective Performance Universe that was better than the corresponding relative investment performance at December 31, 2008 for an equal number of the applicable time periods, and only 29 funds in the Delaware Investments Family of Funds had poorer relative investment performance at June 30, 2009 compared to that at December 31, 2008.
The Boards thereforeBoard concluded that (i) any such benefits under the investment performance of the funds in the Delaware Investments Family of Funds on an aggregate basis had continued to improve relative to their respective Performance Universe since the data reviewed at the May 2009 meeting.Based on information provided by DMC and Macquarie Group, the Boards concluded that neither the Transaction nor the New Investment AdvisorySubadvisory Agreement would likelynot be dissimilar from those existing under the Fund’s investment management agreement with DMC, an affiliate of MCIM, (ii) such benefits did not impose a cost or burden on the Fund or its shareholders, and (iii) such benefits would probably have an adverseindirectly beneficial effect on the investment performanceFund and its shareholders because of any Fund because (i) DMC and Macquarie Group did not currently expect the Transaction to cause any material changeadded importance that MCIM might attach to the Funds’ portfolio management teams responsible for investment performance, which the Boards found to be satisfactory and improving, (ii) as discussed in more detail below, the Funds’ expenses were not expected to increaseFund as a result of the Transaction, (iii) the Trustees thought it was extremely unlikelyfall-out benefits that the Funds would bear any Transaction-related expenses, and (iv) there was not expected to be any “unfair burden” imposed on the Funds as a result of the Transaction.
Comparative Expenses.The Trustees also evaluated expense comparison data for the Funds previously considered in May 2009. At that meeting, DMC had provided the Boards with information on pricing levels and fee structures for the Funds and comparative funds. The Trustees focused on the comparative analysis of the effective management fees and total expense ratios of each Fund versus the effective management fees and expense ratios of a group of funds selected by Lipper as being similar to each Fund (the “Expense Group”). In reviewing comparative costs, each
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c onveyed.
The Boards also considered the Expense Agreement in evaluating Fund expenses. The Expense Agreement provides that LNIC and Macquarie Bank Limited will pay or reimburse the Trusts for all reasonable out-of-pocket costs and expenses in connection with the Transaction and the consideration of the New Investment Advisory Agreements (subject to certain limited exceptions). These obligations of LNIC and Macquarie Bank Limited apply regardless of whether or not the Transaction is consummated. As a result, the Funds will bear no costs in connection with or related to evaluating the Transaction or seeking or obtaining shareholder approval of the New Investment Advisory Agreements (other than as described above).
Based on information provided by DMC and Macquarie Group, the Boards concluded that neither the Transaction nor the New Investment Advisory Agreements would likely have an adverse effect on the Funds’ expenses because (i) each Fund’s contractual fee rates under the New Investment Advisory Agreements would remain the same, (ii) the Boards were assured by DMC and Macquarie Group that they had no current intention to change DMC’s existing voluntary expense limitations and reimbursement policy as a result of the Transaction, (iii) under the Expense Agreement, the Funds would be reimbursed for all reasonable out-of-pocket costs and expenses in connection with the Transaction and the related proxy solicitation (subject to certain limited exceptions), (iv) consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the Closing, and (v) the expense ratios of certain Funds might decline as a result of the possible increased investment in Delaware Investments by Macquarie Group, as discussed below under “Economies of Scale.”
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Management Profitability. At their meeting on September 3, 2009, the Boards evaluated DMC’s profitability in connection with the operation of the Funds. The Boards had previously considered DMC’s profitability in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed an analysis that addressed the overall profitability of Delaware Investments’ business in providing management and other services to each of the Funds and the Delaware Investments® Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability.
At the May 2009 meeting, representatives of DMC had stated that the level of profits of DMC, to a certain extent, reflected operational cost savings and efficiencies initiated by Delaware Investments (including DMC and its affiliates that provide services to the Funds). The Boards considered Delaware Investments’ efforts to improve services provided to Fund shareholders and to meet additional regulatory and compliance requirements resulting from recent industry-wide SEC initiatives. At that meeting, the Boards found that the management fees charged were reasonable in light of the services rendered and the level of profitability of DMC. At the September 3, 2009 meeting, DMC advised the Boards that DMC did not expect the Transaction to affect materially the profitability of Delaware Investments compared to the level of profitability considered during the May 2009 review. Moreover, the Trustees reviewedpro forma balance sheets of certain key companies in Delaware Investments as of June 30, 2009 (which were provided by Macquarie Group and DMC in response to the Trustees’ requests), and evaluated the projections of Delaware Investments’ capitalization following the Transaction for purposes of evaluating the financial ability of Delaware Investments to continue to provide the nature, extent, and quality of services as it had under the Current Investment Advisory Agreement.
Based on information provided by DMC and Macquarie Group, the Boards concluded that DMC and Delaware Investments would be sufficiently capitalized following the Transaction to continue the same level and quality of services to the Funds under the New Investment Advisory Agreements as was the case under the Current Investment Advisory Agreements. The Board also concluded that Macquarie Group had sufficient financial strength and resources, as well as an ongoing commitment to a global asset management business, to continue investing in Delaware Investments, including DMC to the extent that Macquarie Group determined it was appropriate. Finally, because services and costs were expected to be substantially the same (and that DMC had represented that, correspondingly, profitability would be about the same), under the New Investment Advisory Agreements as under the Current Investment Advisory Agreements, the Trustees concluded that the profitability of Delaware Investments would not result in an inequitable charge on the Funds or
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their shareholders. Accordingly, the Boards concluded that the fees charged under the New Investment Advisory Agreements would be reasonable in light of the services to be provided and the expected profitability of DMC.
Economies of Scale.The TrusteesBoard considered whether economies of scale would be realized by Delaware InvestmentsMCIM as eachthe Fund’s assets increase and the extent to which any economies of scale would be reflected in the management fees charged. The Trustees took into account DMC’s practice of maintaining the competitive nature of management fees based on its analysis of fees charged by comparable funds. DMC management believed, and the Boards agreed,Board noted that the Funds were priced withFund’s current advisory and subadvisory fee schedules include breakpoints and relatively low management feesthat are intended to reflect potentialresult in fee reductions to shareholders over time as assets increase, so that a mechanism is already in place to allow shareholders to benefit from any economies of scale. The Board noted that the allocation of the benefits of economies of scale to Fund shareholders.
shareholders would not change under the Subadvisory Agreement because the subadvisory fee will be paid by DMC and n ot by the Fund. The Boards alsoBoard acknowledged Macquarie Group’s statement that the TransactionSubadvisory Agreement would not by itself immediately provide additional economies of scale, given Macquarie Group’s limited presence in the U.S. mutual fund market. Nonetheless, the Trustees concluded that additional economies of scale could potentially be achieved in the future if DMC were owned by Macquarie Group as a result of Macquarie Group’s willingness to invest additional amounts in Delaware Investments if appropriate opportunities arise. The Board furtherbut concluded that potential economies of scale could be achieved as a result of Delaware Investments’the expanded distribution capabilitiespossibilities arising from the Transaction, as well as opportunitieshiring of MCIM to subadvise the Fund.
Fall-Out Benefits. The Boards acknowledged that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities and that DMC’s profitability would likely be somewhat lower without the benefit of practices with respect to allocating Fund portfolio brokerage for brokerage and research services. The Boards also considered that Macquarie Group and Delaware Investments may derive reputational, strategic, and other benefits from their association with the Delaware Investments® Family of Funds, including service relationships with DMC, DSC, and DDLP, and evaluated the extent to which Delaware Investments might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service providerare similar to the Delaware Investments FamilyFund, the proposed expense and fee levels for the Fund, the possibility of Funds and the benefits from allocationeconomies of scale benefitting Fund brokerage to improve trading efficiencies. However, the Boards concluded that (i) any such benefits under the New Investment Advisory Agreements would not be dissimilar from those existing under the Current Investment Advisory Agreements, (ii) such benefits did not impose a cost or burden on the Funds or their shareholders, and (iii) such benefits would probably have an indirectly beneficial effect on the Funds and their shareholders because of the added importance that DMC and Macquarie Group might attach to the Funds as a result of the fall-out benefits that the Funds conveyed.
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The Transaction Agreement.The Trustees reviewed the Transaction Agreement in advance of the September 3, 2009 meeting. The Trustees considered the terms of the Transaction Agreement, including those relatedmight accrue to Section 15(f) of the 1940 Act and that LNIC and Macquarie Bank Limited will bear the expenses relatedMCIM as subadviser to the Funds’ proxy solicitation. AtFund, the meeting, the Trustees discussed the purchase price to be paid and noted the conditions to the Closing, including the requirements for obtaining consents to the change in control from Delaware Investments’ advisory clients, such as the Funds. The Trustees believed that Delaware Investments’ ability to continue to manage the general account assets of certain LNC subsidiaries was important because it allowed Delaware Investments’ overhead expenses to be spread over a larger base of assets under management and thus potentially reduce costs to the Funds and their shareholders as compared to the costs that might apply if Delaware Investments did not manage the general account assets. Consequently, the Trustees evaluated the provisions of the Transaction Agreement related to the management of those assets and concluded that those provisions were satisfactory and likely to be beneficial to Fund shareholders.
Board, Review of Macquarie Group.The Trustees reviewed detailed information supplied by Macquarie Group about its operations as well as other information regarding Macquarie Group provided by independent legal counsel to the Independent Trustees. As previously noted, to consider Delaware Investments’ ability to continue to provide the same level and quality of services to the Funds, the Boards requested, received and reviewedpro forma balance sheets of certain key companies in Delaware Investments as of June 30, 2009, which projected Delaware Investments’ capitalization following the Transaction. Based on this review, the Trustees concluded that Delaware Investments would continue to have the financial ability to maintain the high quality of services required by the Funds. The Trustees noted that there would be a limited transition period during which some services previously provided by LNC to Delaware Investments would continue to be provided by LNC after the Closing, and concluded that this arrangement would help minimize disruption in Delaware Investments’ provision of services to the Funds following the Transaction.
Macquarie Group described its proposed changes to Delaware Investments’ corporate governance, primarily through the anticipated addition of certain Macquarie Group officers to DMHI’s board of directors and to Delaware Investments’ distribution and product management affiliates. The Trustees considered favorably Macquarie Group’s statement that it had no current intention to change the executive, administrative, investment, or support staff of Delaware Investments in any significant way as a result of the Transaction. Macquarie Group described the proposed harmonization of the compensation system in use at Delaware Investments with the compensation plan used by Macquarie Group, including short-term and
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long-term incentive compensation and equity interests for executive officers and investment personnel. Macquarie Group described its current intention to enhance certain administrative and operational areas of DMC following the Transaction, including information technology, product management, and risk management.
The Boards considered Macquarie Group’s support for Delaware Investments’ plans for Fund distribution by transferring wholesalers from Lincoln Financial Distributors, Inc., LNC’s retail distributor, to Delaware Investments, and Macquarie Group’s current intention to leave the Funds’ other service providers in place. The Boards also considered Macquarie Group’s current strategic plans to increase its asset management activities, one of its core businesses, particularly in North America, and its statement that its acquisition of DMC is an important component of this strategic growth and the establishment of a significant presence in the United States. Based in part on the information provided by DMC and Macquarie Group, the Boards concluded that Macquarie Group’s acquisition of Delaware Investments could potentially enhance the nature, quality, and extent of services provided to the Funds and their shareholders.
DMC and Macquarie Group explained to the Boards that, as a subsidiary of an Australian authorized deposit-taking institution, Delaware Investments would become subject to certain Australian regulatory oversight and requirements following the Transaction, including those related to disclosure, fund holdings, affiliated transactions, advisory agreements, and expense limitation agreements. DMC and Macquarie Group also explained to the Boards that certain exemptive relief had been provided to Macquarie Group by the Australian bank regulator in anticipation of the Transaction, and the Boards were informed of the nature of future relief that may be required. Based on the information provided and representations made by DMC and Macquarie Group, the Board concluded that the Australian bank regulatory requirements would not have a material effect on the operations of DMC or the Funds, including DMC’s ability to continue in its discretion to provide voluntary expense limitations and reimbursements to the Funds or to contribute appropriate levels of seed capital to new funds.
The Boards noted that DMC has placed brokerage transactions with a broker/ dealer affiliate of Macquarie Group and received research in connection with those transactions. In addition, certain other Macquarie Group affiliates participate as underwriters for securities offerings outside of the United States. Consequently, the Boards determined to have DMC report to them regularly to monitor any brokerage transactions with Macquarie Group affiliates for compliance with the requirements of Section 15(f) and Section 17(e) of the 1940 Act, and to ensure compliance with the Funds’ procedures under Rule 10f-3 promulgated under the 1940 Act for offerings in which a Macquarie Group affiliate is a member of the underwriting syndicate.
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Conclusion. The Independent Trustees of each Trust deliberated in executive session; the entire Board of each Fund, including the Independent Trustees, then approved each New Investment Advisory Agreement. The Boards concluded that the advisory fee rate under each New Investment AdvisorySubadvisory Agreement is reasonable in relation to the services provided and that execution of the New Investment Advisory Agreement iswould be in the best interests of the shareholders. For each Fund and its shareholders, and approved the Trustees noted that they had concludedSubadvisory Agreement.
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 Boardcopy of the applicable Trust as a whole after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Board of each Trust also determined to submit each applicable Fund’s New Investment Advisory Agreement for consideration by the shareholders of the Fund. If the shareholders of a Fund do not approve the Fund’s New Investment Advisory Agreement, the Board of that Fund will consider other possible courses of action for the Fund, including entering into an interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OFEACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FORTHE APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.
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VOTING INFORMATION
How will shareholder voting be handled?
Only shareholders of record of the Funds at the close of business on September 18, 2009 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. If sufficient votes to approve a Proposal for a Fund are not received by the date of the Meeting, the Meeting may be adjourned for that Fund or for that Proposal to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy cards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposals) that properly come before the Meeting. A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting with respect to that Fund. The Meeting may also be adjourned by the Chairperson of the Meeting.
Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and broker non-votes will have no effect on Proposal 1 but will have the same effect as a vote “against” Proposal 2. Broker non-votes are proxies from brokers or nominees indicating that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote. This generally occurs only when there is another matter at the meeting for which the brokers or nominees do have discretionary authority to vote, such as Proposal 1.
How do I ensure my vote is accurately recorded?
You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted in favor of all the Trustee Nominees in Proposal 1 and “For” Proposal 2. Your proxies will also be voted in the discretion of the persons appointed as proxies on any other matters that may properly come before the Meeting or any adjournment or postponement of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting. If your shares are held of record by a broker/dealer and you wish to vote in person at the Meeting, you must obtain a legal proxy from the broker of record and present it at the Meeting.
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May I revoke my proxy?
You may revoke your proxy at any time for a Fund before it is voted by sending a written notice to the Fund expressly revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy. If you wish to vote in-person at the Meeting, you must obtain a legal proxy from your broker of record and present it at the Meeting.
What other matters will be voted upon at the Meeting?
The Boards do not intend to bring any matters before the Meeting other than as described in this Proxy Statement. Because the Meeting is a special meeting, the Boards do not anticipate that any other matters will be brought before the Meeting by others. However, if any other matter legally comes before the Meeting, proxies will be voted in the discretion of the persons appointed as proxies.
Who is entitled to vote?
Only shareholders of record on the Record Date will be entitled to vote at the Meeting on the matters described in this Proxy Statement. The table in Appendix N shows as of July 31, 2009, as to each class of voting securities of the Funds, the number of shares outstanding.
What is the Quorum requirement?
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum for a Trust or a particular Fund means one-third (331/3%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Who will pay the expenses of the Meeting?
Under the Expense Agreement, all reasonable out-of-pocket costs and expenses incurred by the Funds related to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in connectiondocument filed with the Meeting, will be reimbursed by Macquarie Bank Limited and LNIC (subject to certain limited exceptions). Commission.
30
What other solicitations will be made?
This proxy solicitation is being made by the Boards for use at the Meeting. In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forwardfiles proxy materials, to the beneficial owners of the shares of record. Reasonable out-of-pocket expenses of broker/dealer firms, custodians, nominees,reports, and fiduciaries for their reasonable expenses incurred in connectionother information with the proxy solicitation will be shared equally by LNIC and Macquarie Bank Limited as provided above. In addition to solicitations by mail, officers and employees of the Trusts, DMC, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews. The Funds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.
As the Meeting date approaches, you may receive a telephone call from a representative of Computershare if your votes have not yet been received. Proxies that are obtained telephonically will be recordedCommission in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information elicited matches the information previously provided to Computershare, then the Computershare representative has the responsibility to explain the voting process, read the Proposals listed on the proxy card, and ask for the shareholder’s instructions on the Proposals. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Computershare will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.
31
Why did my household receive only one copy of this Proxy Statement?
Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address(a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to P.O. Box 219691, Kansas City, MO 64121-9691, by overnight courier service to 430 W. 7th Street, Kansas City, MO 64105, or by calling toll-free 800 523-1918.
How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement for a future shareholder meeting?
The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders. Each Fund is, however, required to call meetings of shareholders in accordance with theinformational requirements of the Securities Act of 1933, Securities Exchange Act of 1934 and the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change inAct. These materials can be inspected and copied at the fundamental investment policies, objectives or restrictions of the Fund. Each Trust also would be required to hold a shareholders meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders. The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of the Board, or the President of the Trust.
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to that Fund a reasonable time before the Board’s solicitation relating to that meeting is to be made. Shareholder proposals must meet certain legal requirements establishedpublic reference facilities maintained by the Commission in Washington, DC located at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, so there is no guarantee that a shareholder’s proposal will actually be included inWashington DC 20549, or obtained electronically from the next proxy statement. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by that Fund within a reasonable period of time beforeEDGAR database on the Board’s solicitation relating to that meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Trusts, David F. Connor, at the address of the Funds given above.
32
Commission’s website (www.sec.gov).
Shareholders who wish to communicate to the Boards may address correspondence to Ann R. Leven, Coordinating Trustee for the Trusts, c/o the applicable Trust DMC, located at 2005 Market Street, Philadelphia, Pennsylvania, 19103. Shareholders may also send correspondencePA 19103-7094, furnishes investment management services to the Coordinating Trustee, or any individual Trustee, c/oFund, subject to the applicable Trustsupervision and direction of the Board.
DMHI, in turn, is a wholly owned subsidiary of Macquarie, and DDLP is, therefore, an affiliate of DMC and MCIM.
Transfer Agency Services.Agent.DSC, Delaware Service Company, Inc. (“DSC”), an affiliate of DMC, is located at 2005 Market Street, Philadelphia, Pennsylvania 19103, an affiliate of DMC,PA 19103-7094, and serves as the Fund’s shareholder servicing, dividend disbursing, and transfer agent (the “Transfer Agent”) pursuant to separate Shareholder Services Agreements. The Transfer Agent also acts as the shareholder servicing, dividend disbursing, and transfer agent for the other Delaware Investments® Funds. For its shareholder servicing, dividend disbursing services, and transfer agency services, DSC is paid an annual per account chargeindirect, wholly owned subsidiary 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,Delaware Management Holdings, Inc. (“DST”DMHI”), 430 W. 7th Street, Kansas City, Missouri 64105, provides subtransfer agency services to the Funds. In connection with these services, DST administers the overnight investment. DMHI, in turn, is a wholly owned subsidiary of cash pending investment in a Fund or paymentMacquarie, and DSC is, th erefore, an affiliate of redemptions. The proceeds of this investment program are used to offset the Funds’ transfer agency expenses.DMC, DDLP and MCIM.
DSC provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSC an asset-based
33
Fund.
Distribution Services. Pursuant to distribution agreements with each Trust, DDLP, 2005 Market Street, Philadelphia, Pennsylvania 19103,also serves as the national distributor for the Funds. DDLP pays the expensescustodian of the promotionFund’s securities and distribution of the Funds’ shares, except for payments by the Funds on behalf of Class A Shares, Class B Shares, Class C Shares, and Class R Shares, as applicable under their respective 12b-1 Plans. DDLP also receives sales loads in connection with the purchase and redemption of certain classes of shares. DDLP is an indirect subsidiary of DMHIcash.and is an affiliate of DMC. The Boards annually review fees paid to DDLP.
Following the Transaction, DDLP will be primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. This function is currently provided by Lincoln Financial Distributors, Inc. (“LFD”), 130 N. Radnor-Chester Road, Radnor, Pennsylvania 19087-5221, pursuant to a contractual arrangement with DDLP. LFD is owned by LNC and is an affiliate of DDLP and DMC.
No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC during the Fund’s most recently completed fiscal year.
SHAREHOLDERS
Toto the best knowledge of the Trusts, as of July 31, 2009, no person, except as set forth in Appendix P, owned of recordAcquired Fund, beneficially, 5% or more of the outstanding shares of any class of anythe Acquired Fund. Except as noted in Appendix P,disclosed below, the Trusts haveTrust has no knowledge of beneficial ownership of 5%ownership.
| Name and Address of Record or Beneficial Owner | Class | Shares | Percentage of Fund |
DMH Corp. 2005 Market Street Philadelphia, PA 19103 | A | 339526 | 99% |
34
APPENDICES TOPROXY STATEMENT
35
APPENDIX A — TRUSTS AND SERIES USING THIS PROXYSTATEMENT
| ||
| ||
| ||
A-1
A-2
A-3
APPENDIX B — TRUSTEES OF THE TRUSTS
| ||
| ||
B-1
B-2
|
B-3
B-4
APPENDIX C — NOMINATING AND CORPORATEGOVERNANCE COMMITTEE CHARTER
Nominating and Corporate Governance Committee Charter
DELAWARE INVESTMENTS FAMILY OF FUNDS
Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee (the “Committee”) shall be composedMarch 17, 2010, DMH Corp., an affiliate of not less than three members, eachDMC, was record owner of whom shall be independent as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any national securities exchange on which any fund99% of the Delaware Investments Family of Funds (each a “Fund”) is listed, and the Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and members of the Committee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.
Board Nominations
| ||
| ||
| ||
C-1
Corporate Governance
Other Powers and Responsibilities
C-2
C-3
APPENDIX D — FUNDSHAREBENEFICIALOWNERSHIP BYTRUSTEENOMINEES
Thefollowing tableshows the dollar range ofoutstanding shares of the Funds and theaggregate dollar range of shares of theDelawareInvestments®Family of Funds that arebeneficially owned by eachTrusteeNominee as of June 30, 2009.
| Thomas L. | Patrick P. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | ||||||||||
| Fund | Bennett | Coyne | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | |||||||||
| Delaware Aggressive Allocation Portfolio1 | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware American Services Fund | - | - | - | - | $10,001 - | - | - | - | - | |||||||||
| $50,000 | ||||||||||||||||||
| Delaware Cash Reserve Fund | - | $50,001 - | - | Over | $10,001 - | - | - | - | - | |||||||||
| $100,000 | $100,000 | $50,000 | ||||||||||||||||
| Delaware Conservative Allocation Portfolio2 | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Core Plus Bond Fund | - | $10,001 - | - | - | - | - | - | - | - | |||||||||
| $50,000 | ||||||||||||||||||
| Delaware Corporate Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Diversified Income Fund | - | $10,001 - | - | - | $10,001 - | - | - | - | - | |||||||||
| $50,000 | $50,000 | |||||||||||||||||
| Delaware Dividend Income Fund | - | - | - | - | - | $10,001 - | $1 - | - | - | |||||||||
| $50,000 | $10,000 | |||||||||||||||||
| Delaware Emerging Markets Fund | - | - | - | - | - | - | $1 - | $10,001 - | - | |||||||||
| $10,000 | $50,000 | |||||||||||||||||
| Delaware Extended Duration Bond Fund | - | $10,001 - | - | - | - | - | - | - | - | |||||||||
| $50,000 | ||||||||||||||||||
| Delaware Focus Global Growth Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Foundation®Equity Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Global Real Estate Securities Fund | - | - | - | - | - | - | - | - | - |
D-1
| Thomas L. | Patrick P. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | ||||||||||
| Fund | Bennett | Coyne | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | |||||||||
| Delaware Global Value Fund | - | - | - | - | $1 - | - | - | - | - | |||||||||
| $10,000 | ||||||||||||||||||
| Delaware Growth Opportunities Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Healthcare Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware High-Yield Opportunities Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Inflation Protected Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware International Value Equity Fund | - | $50,001 - | - | - | - | $10,001 - | $1 - | - | - | |||||||||
| $100,000 | $50,000 | $10,000 | ||||||||||||||||
| Delaware Large Cap Core Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Large Cap Value Fund | $10,001 - | $50,001 - | Over | - | $10,001 - | $50,001 - | $1 - | - | - | |||||||||
| $50,000 | $100,000 | $100,000 | $50,000 | $100,000 | $10,000 | |||||||||||||
| Delaware Limited-Term Diversified Income Fund | - | Over | - | - | - | - | - | - | - | |||||||||
| $100,000 | ||||||||||||||||||
| Delaware Mid Cap Value Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Minnesota High-Yield Municipal Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Moderate Allocation Portfolio3 | - | $10,001 - | - | - | - | - | $1 - | - | - | |||||||||
| $50,000 | $10,000 | |||||||||||||||||
| Delaware National High-Yield Municipal Bond Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware REIT Fund | - | $10,001 - | $1 - | - | - | - | $1 - | - | - | |||||||||
| (also known as The Real Estate Investment Trust Portfolio) | $50,000 | $10,000 | $10,000 | |||||||||||||||
| Delaware Select Growth Fund | - | - | - | $10,001 - | - | $10,001 - | $1 - | $10,001 - | - | |||||||||
| $50,000 | $50,000 | $10,000 | $50,000 | |||||||||||||||
| Delaware Small Cap Core Fund | - | - | - | - | $10,001 - | - | - | - | - | |||||||||
| $50,000 |
D-2
| Thomas L. | Patrick P. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | ||||||||||
| Fund | Bennett | Coyne | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | |||||||||
| Delaware Small Cap Growth Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Small Cap Value Fund | - | $50,001 - | $1 - | $1 - $10,000 | - | $10,001 - | - | - | - | |||||||||
| $100,000 | $10,000 | $50,000 | ||||||||||||||||
| Delaware Tax-Free Arizona Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free California Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Colorado Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Idaho Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Minnesota Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Minnesota Intermediate Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Money Fund | - | Over | - | - | - | - | - | - | - | |||||||||
| $100,000 | ||||||||||||||||||
| Delaware Tax-Free New York Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free Pennsylvania Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free USA Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Tax-Free USA Intermediate Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Trend®Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware U.S. Growth Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Delaware Value®Fund | - | - | - | - | - | - | - | - | - | |||||||||
| Aggregate dollar range of shares of the | $10,001 - | Over | Over | Over | Over | Over | $10,001 - | Over | $10,001 - | |||||||||
| Delaware Investments® Family of Funds: | $50,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $50,000 | $100,000 | $50,000 |
D-3
APPENDIX E —TRUSTEECOMPENSATION
Thefollowing tabledescribes theaggregatecompensationreceived by theIndependentTrustees from each Trust and the totalcompensationreceived from theDelawareInvestments®Funds for which he or she served as aTrustee for the 12-month period ended June 30, 2009. Only theIndependentTrusteesreceivedcompensation from the Trust.
| Thomas L. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | |||||||||
| Trust | Bennett | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | ||||||||
| Delaware Group®Adviser Funds | $39,430 | $33,839 | $37,907 | $34,772 | $44,904 | $38,304 | $33,159 | $35,323 | ||||||||
| Delaware Group Cash Reserve | $4,600 | $3,950 | $4,426 | $4,064 | $5,246 | $4,473 | $3,876 | $4,122 | ||||||||
| Delaware Group Equity Funds I | $1,409 | $1,234 | $1,063 | $1,182 | $1,101 | $1,207 | $1,061 | $1,102 | ||||||||
| Delaware Group Equity Funds II | $9,968 | $8,569 | $9,594 | $8,838 | $11,397 | $9,748 | $8,475 | $8,957 | ||||||||
| Delaware Group Equity Funds III | $5,289 | $4,546 | $5,075 | $4,704 | $6,047 | $5,167 | $4,524 | $4,756 | ||||||||
| Delaware Group Equity Funds IV | $2,155 | $1,854 | $2,073 | $1,914 | $2,465 | $2,106 | $1,836 | $1,938 | ||||||||
| Delaware Group Equity Funds V | $7,545 | $6,482 | $7,246 | $6,696 | $8,618 | $7,368 | $6,429 | $6,776 | ||||||||
| Delaware Group Foundation Funds | $1,644 | $1,411 | $1,592 | $1,443 | $1,877 | $1,600 | $1,369 | $1,481 | ||||||||
| Delaware Group Global & International Funds | $8,992 | $7,728 | $8,634 | $7,995 | $10,289 | $8,805 | $7,700 | $8,091 | ||||||||
| Delaware Group Government Fund | $2,144 | $1,849 | $2,070 | $1,899 | $2,452 | $2,091 | $1,810 | $1,928 | ||||||||
| Delaware Group Income Funds | $9,618 | $8,235 | $9,230 | $8,457 | $10,932 | $9,337 | $8,073 | $8,604 | ||||||||
| Delaware Group Limited-Term Government Funds | $3,235 | $2,794 | $3,145 | $2,852 | $3,708 | $3,157 | $2,699 | $2,918 | ||||||||
| Delaware Group State Tax-Free Income Trust | $4,619 | $3,957 | $4,431 | $4,067 | $5,250 | $4,477 | $3,877 | $4,129 | ||||||||
| Delaware Group Tax-Free Fund | $9,079 | $7,780 | $8,719 | $7,987 | $10,323 | $8,805 | $7,610 | $8,118 | ||||||||
| Delaware Group Tax-Free Money Fund | $164 | $139 | $156 | $143 | $184 | $157 | $136 | $145 | ||||||||
| Delaware Pooled®Trust | $29,434 | $25,305 | $28,273 | $26,154 | $33,638 | $28,771 | $25,133 | $26,450 | ||||||||
| Voyageur Insured Funds | $1,198 | $1,027 | $1,150 | $1,056 | $1,363 | $1,162 | $1,008 | $1,072 | ||||||||
| Voyageur Intermediate Tax Free Funds | $663 | $569 | $638 | $583 | $754 | $643 | $555 | $593 | ||||||||
| Voyageur Mutual Funds | $3,731 | $3,201 | $3,582 | $3,289 | $4,244 | $3,619 | $3,137 | $3,338 | ||||||||
| Voyageur Mutual Funds II | $2,205 | $1,889 | $2,115 | $1,941 | $2,506 | $2,137 | $1,851 | $1,971 | ||||||||
| Voyageur Mutual Funds III | $1,834 | $1,581 | $1,771 | $1,631 | $2,104 | $1,798 | $1,563 | $1,654 | ||||||||
| Voyageur Tax Free Funds | $5,549 | $4,759 | $5,330 | $4,890 | $6,314 | $5,383 | $4,660 | $4,965 | ||||||||
| TOTAL – 12-month period ended June 30, 2009 | $195,000 | $167,500 | $187,500 | $172,500 | $222,500 | $190,000 | $165,000 | $175,000 |
E-1
APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTS
| Number of | ||||||||||
| Portfolios | ||||||||||
| Principal | in Fund | Other | ||||||||
| Position(s) | Occupation(s) | Complex | Directorships | |||||||
| Name, Address, | Held with | Length of | During Past | Overseen | Held by | |||||
| and Birth Date | the Trusts | Time Served | 5 Years | by Officer | Officer | |||||
| Patrick P. Coyne | Chairman, | Chairman and | Patrick P. Coyne | 81 | Director — Kaydon | |||||
| 2005 Market Street | President, | Trustee since | has served in | Corp. | ||||||
| Philadelphia, PA | Chief | August 16, | various executive | |||||||
| 19103 | Executive | 2006 | capacities at | |||||||
| Officer, and | different times | |||||||||
| April 1963 | Trustee | President | at Delaware | |||||||
| and Chief | Investments.1 | |||||||||
| Executive | ||||||||||
| Officer since | ||||||||||
| August 1, | ||||||||||
| 2006 | ||||||||||
| David P. O’Connor | Senior Vice | Senior Vice | David P. | 81 | None2 | |||||
| 2005 Market Street | President, | President, | O’Connor has | |||||||
| Philadelphia, PA | General | General | served in various | |||||||
| 19103 | Counsel, and | Counsel, and | executive and | |||||||
| Chief Legal | Chief Legal | legal capacities | ||||||||
| February 1966 | Officer | Officer since | at different times | |||||||
| October 2005 | at Delaware | |||||||||
| Investments. | ||||||||||
| Richard Salus | Senior Vice | Chief | Richard Salus | 81 | None2 | |||||
| 2005 Market Street | President | Financial | has served in | |||||||
| Philadelphia, PA | and Chief | Officer since | various executive | |||||||
| 19103 | Financial | November | capacities at | |||||||
| Officer | 2006 | different times | ||||||||
| October 1963 | at Delaware | |||||||||
| Investments. | ||||||||||
| David F. Connor | Vice | Vice President | David F. Connor | 81 | None2 | |||||
| 2005 Market Street | President, | since | has served as | |||||||
| Philadelphia, PA | Deputy | September | Vice President | |||||||
| 19103 | General | 2000 and | and Deputy | |||||||
| Counsel, and | Secretary | General Counsel | ||||||||
| December 1963 | Secretary | since October | at Delaware | |||||||
| 2005 | Investments since | |||||||||
| 2000. | ||||||||||
| Daniel V. Geatens | Vice | Treasurer | Daniel V. Geatens | 81 | None2 | |||||
| 2005 Market Street | President and | since October | has served in | |||||||
| Philadelphia, PA | Treasurer | 2007 | various capacities | |||||||
| 19103 | at different times | |||||||||
| at Delaware | ||||||||||
| October 1972 | Investments. | |||||||||
F-1
F-2
APPENDIX G — AUDITOR INFORMATION
The following table shows, for each Trust:
Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.
Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y for tax compliance, tax advice and tax planning.
Affiliate Audit-Related Fees. The aggregate fees billed by E&Y for services relating to the performance of the audit of the financial statements of DMC and other service providers under common control with DMC and that relate directly to the operations or financial reporting of the Trusts.
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by E&Y for services rendered to the Trusts and to DMC and other service providers under common control with DMC.
| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit- | Non- | |||||
| Trust | Fees | Fees | Related Fees | Audit Fees | ||||
| Delaware Group®Adviser Funds | ||||||||
| 10/31/08 | $174,400 | $72,465 | $19,074 | $324,467 | ||||
| 10/31/07 | $117,000 | $46,900 | $19,074 | $301,262 | ||||
| Delaware Group Cash Reserve | ||||||||
| 3/31/09 | $27,000 | $9,150 | $19,074 | $261,152 | ||||
| 3/31/08 | $23,800 | $8,650 | $19,074 | $263,012 | ||||
| Delaware Group Equity Funds I | ||||||||
| 10/31/08 | $25,700 | $6,300 | $19,074 | $258,302 | ||||
| 10/31/07 | $17,100 | $5,350 | $19,074 | $259,712 | ||||
| Delaware Group Equity Funds II | ||||||||
| 11/30/08 | $91,800 | $34,300 | $19,074 | $288,302 | ||||
| 11/30/07 | $86,100 | $35,600 | $19,074 | $289,962 | ||||
| Delaware Group Equity Funds III | ||||||||
| 6/30/09 | $49,100 | $14,950 | $19,074 | $264,064 | ||||
| 6/30/08 | $64,700 | $20,550 | $19,074 | $274,912 |
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| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit- | Non- | |||||
| Trust | Fees | Fees | Related Fees | Audit Fees | ||||
| Delaware Group® Equity Funds IV | ||||||||
| 9/30/08 | $40,900 | $10,350 | $19,074 | $262,352 | ||||
| 9/30/07 | $40,500 | $13,800 | $19,074 | $268,162 | ||||
| Delaware Group Equity Funds V | ||||||||
| 11/30/08 | $93,200 | $32,650 | $19,074 | $286,652 | ||||
| 11/30/07 | $89,800 | $34,650 | $19,074 | $289,012 | ||||
| Delaware Group Foundation Funds | ||||||||
| 9/30/08 | $49,000 | $14,380 | $19,074 | $266,382 | ||||
| 9/30/07 | $32,700 | $7,250 | $19,074 | $261,612 | ||||
| Delaware Group Global & International Funds | ||||||||
| 11/30/08 | $94,100 | $44,490 | $19,074 | $298,492 | ||||
| 11/30/07 | $96,400 | $47,485 | $19,074 | $301,847 | ||||
| Delaware Group Government Fund | ||||||||
| 7/31/09 | $26,600 | $6,700 | $19,074 | $258,702 | ||||
| 7/31/08 | $23,600 | $5,700 | $19,074 | $260,062 | ||||
| Delaware Group Income Funds | ||||||||
| 7/31/08 | $80,700 | $25,000 | $19,074 | $277,002 | ||||
| 7/31/07 | $79,200 | $26,700 | $19,074 | $281,062 | ||||
| Delaware Group Limited-Term Government Funds | ||||||||
| 12/31/08 | $17,200 | $4,950 | $19,074 | $258,952 | ||||
| 12/31/07 | $15,900 | $4,750 | $19,074 | $259,112 | ||||
| Delaware Group State Tax-Free Income Trust | ||||||||
| 2/28/09 | $28,000 | $9,550 | $19,074 | $261,552 | ||||
| 2/29/08 | $26,900 | $10,050 | $19,074 | $264,412 | ||||
| Delaware Group Tax-Free Fund | ||||||||
| 8/31/08 | $54,600 | $18,500 | $19,074 | $270,502 | ||||
| 8/31/07 | $62,400 | $22,200 | $13,400 | $270,888 | ||||
| Delaware Group Tax-Free Money Fund | ||||||||
| 4/30/09 | $9,900 | $1,950 | $19,074 | $253,952 | ||||
| 4/30/08 | $10,000 | $1,950 | $19,074 | $256,312 |
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| Affiliate | Aggregate | |||||||
| Audit | Tax | Audit- | Non- | |||||
| Trust | Fees | Fees | Related Fees | Audit Fees | ||||
| Delaware Pooled®Trust | ||||||||
| 10/31/08 | $372,800 | $147,505 | $19,074 | $399,507 | ||||
| 10/31/07 | $368,500 | $129,520 | $19,074 | $383,882 | ||||
| Voyageur Insured Funds | ||||||||
| 8/31/08 | $14,300 | $3,750 | $19,074 | $255,752 | ||||
| 8/31/07 | $14,000 | $3,950 | $13,400 | $252,638 | ||||
| Voyageur Intermediate Tax Free Funds | ||||||||
| 8/31/08 | $11,500 | $2,550 | $19,074 | $254,552 | ||||
| 8/31/07 | $11,000 | $2,450 | $13,400 | $251,138 | ||||
| Voyageur Mutual Funds | ||||||||
| 8/31/08 | $61,700 | $14,650 | $19,074 | $266,652 | ||||
| 8/31/07 | $60,200 | $14,850 | $13,400 | $263,538 | ||||
| Voyageur Mutual Funds II | ||||||||
| 8/31/08 | $18,200 | $5,450 | $19,074 | $257,452 | ||||
| 8/31/07 | $17,900 | $5,750 | $13,400 | $254,438 | ||||
| Voyageur Mutual Funds III | ||||||||
| 4/30/09 | $29,400 | $7,900 | $19,074 | $259,902 | ||||
| 4/30/08 | $30,600 | $9,000 | $19,074 | $263,362 | ||||
| Voyageur Tax Free Funds | ||||||||
| 8/31/08 | $31,300 | $10,950 | $19,074 | $262,952 | ||||
| 8/31/07 | $45,700 | $14,650 | $13,400 | $263,338 |
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APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURES
The Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth below.
AUDIT COMMITTEE OF THEDELAWARE INVESTMENTS FAMILY OF FUNDSPROCEDURES FOR ENGAGEMENTOFINDEPENDENT AUDITORSFOR AUDIT AND NON-AUDIT SERVICES
I.Objective
These procedures (the “Procedures”) set forth the understanding of the Audit Committee of the Delaware Investments Family of Funds (the “Funds”) regarding the retention of the Funds’ independent auditors (the “Auditors”) to provide: (i) audit and permissible non-audit services to the Funds; (ii) non-audit services to the Funds’ investment advisers, and to any “control affiliates” (as defined below) of such investment advisers, that relate directly to the Funds’ operations or financial reporting; and (iii) certain other non-audit services to the Funds’ investment advisers and their control affiliates. The purpose of these Procedures is to ensure the Auditors’ independence and objectivity with respect to their audit services to the Funds.
II.Approval Procedures
A.Services provided to the Funds.
The engagement of the Auditors to provide audit or non-audit services to the Funds (referred to herein as “Fund Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement.
The engagement of the Auditors to provide the Fund Services listed on Annex I-A hereto, which include services customarily required by one or more of the Funds in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
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The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).
B.Fund-related services provided to Adviser entities.
The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser”Fund. Accordingly, DMH Corp. is deemed to exclude any unaffiliated sub-adviser whose role“control” the Fund, as that term is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a listdefined in the 1940 Act. Because of parties deemedits ownership of Fund shares, DMH Corp. has the ability 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 engagementdictate the outcome of the Auditorsproposed written consent. DMH Corp. intends to providevote its shares in favor of the Fund-Related Adviser Services listed on Annex I-B, which include services customarily requiredproposal, as recommended by one or more Adviser entitiesthe Board. DMC recommended that the Board approve the Subadvisory Agreement because it believed that doing so is in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagementbest interest 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 ofFund and its regular meetings regarding all Fund-Related Adviser Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).
C.Certain other services provided to Adviser entities.
The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to
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the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees.
III.Internal Controls
The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees that are required to be disclosed annually in compliance with Independence Standards Board No. 1.
The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above.
IV.Pre-Approval Process
Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows:
a brief written request shall be prepared detailing the proposed engagement with explanation as to why the work is proposed to be performed by the Auditors (e.g., particular expertise, timing, etc.);
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the Audit Committee. The Chairperson of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chairperson’s discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal. Should the Chairperson of the Audit Committee be unavailable, any other member of the Audit Committee may serve as an alternate for the purpose of approving or denying the request.
V.Scope of Procedures
These Procedures shall apply to both direct and indirect engagements of the Auditors. Indirect engagements are situations where the Auditors are engaged by a service provider to a Fund or Adviser entity at an Adviser entity’s explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity).
VI.Periodic Certification by Auditors
In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures.
VII.Amendments; Annual Approval by Audit Committee
These Procedures may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the Auditors and DMC. These Procedures shall be reviewed and approved at least annually by the Audit Committee. Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of such approval.
Initially Approved: December 15, 2005Last Approved: November 20, 2008
ANNEX I-A - PRE-APPROVED FUND SERVICES
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ANNEX I-B - PRE-APPROVED FUND-RELATED ADVISER SERVICES
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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SUBADVISORY AGREEMENT WHEREAS, DELAWARE GROUP EQUITY FUNDS IV (the , and is organized as a statutory trust under the laws of the State of Delaware; and that portion of the Fund as the Investment Manager shall from time to time allocate to the Sub-Adviser (the “Managed Portion”) in the manner, for the period, and on the terms hereinafter set forth; To the extent authorized by Section 28(e) and the Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution and compliance with applicable federal and state securities laws and regulations, the Board or the Investment Manager may direct the Sub-Adviser to effect transactions in Fund securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. 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 SEC or its staff. of the This Agreement shall automatically terminate upon the termination of the Investment Management Agreement. Act. APPENDIX I —NEW INVESTMENT ADVISORY AGREEMENTS[NAME OF INVESTMENT COMPANY], a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware statutory trustDELAWARE MANAGEMENT BUSINESS TRUST (the “Investment Manager”) and MACQUARIE CAPITAL INVESTMENT MANAGEMENT LLC (the “Sub-Adviser”).WITNESSETH:Trust has been organized and operates as“Trust”) is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);each Fund engages in DELAWARE MACQUARIE GLOBAL REAL ESTATE SECURITIES FUND (the business“Fund”) is a series of investingthe Trust; and reinvesting its assets in securities;isand the Trust, on behalf of the Fund, have entered into an agreement (the “Investment Management Agreement”) whereby the Investment Manager will provide investment advisory services to the Trust with respect to the Fund; andas an investment adviser and engagesengage in the business of providing investment managementadvisory services; andTrust, on behalfBoard of each Fund,Trustees (the “Board” or the “Trustees”) of the Trust and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provideretain the Sub-Adviser to render investment managementadvisory and other services with respect to each Fund.Trust hereby employsSub-Adviser will supervise and direct the investments of the assets of the Managed Portion of each Fund listed on Schedule A attached hereto in accordance with the Fund's investment objectives, policies, and restrictions as provided in the Fund's Prospectus and Statement of Additional Information, as currently in effect and as the same may be hereafter modified, amended and/or supplemented from time to time (hereinafter referred to as the “Prospectus and SAI”), and such other limitations as the Fund may impose by notice in writing to the Sub-Adviser, subject always to the supervision and control of the Investment Manager and the Boa rd.manageinvestment recommendations, asset allocation advice, industries, businesses, securities markets, research, economic analysis, and other investment services with respect to the securities that are included in the Managed Portion or that are under consideration for inclusion in the Managed Portion and invest the Managed Portion in accordance with the Investment Manager's and the Board's written direction as more fully set forth herein and as otherwise directed;reinvestmentstrategies substantially similar to those employed by the Sub-Adviser in managing the Managed Portion that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser’s prior performance in the Fund’s Prospectus and SAI, and any permissible reports and materials prepared by the Fund or its agent;eachthe fair value of certain portfolio securities when market quotations are not readily available for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board;administersubmit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Fund in order to comply with any applicable federal or state reporting requirements;affairs,own copy of all records.directionfollowing: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time; (ii) the Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time; (iii) the Fund’s Prospectus and SAI; (iv) the 1940 Act and the Advisers Act and the rules under each and all other federal and state securities laws or regulations applicable to the Trust and the Fund; (v) the Trust’s compliance policies and procedures adopted from time to time by the Board for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1(e)(1) under the 1940 Act) (together, the “Trust Compliance Procedures”) and any other Trust policies and procedures adopted from time to time by the Board; and (vi) the written instructions of the Investment Manager. The Investment Manager agrees to provide the Sub-Adviser with current copies of the Trust’s and the Fund’s documents mentioned above and all changes made to such documents.Trusteesthe Sub-Adviser Compliance Procedures, and shall promptly report to the Trust CCO and IM CCO any Material Compl iance Matter arising under the Sub-Adviser Compliance Procedures involving the Managed Portion. The Sub-Adviser shall allow the Trust CCO and/or the IM CCO, as reasonably requested from time to time, access to examine and review the Sub-Adviser’s Compliance Procedures and the Sub-Adviser’s adherence thereto. The Sub-Adviser shall provide to the Trust CCO and IM CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Managed Portion; and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Managed Portion. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO and IM CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the Fede ral Securities Laws, including the conduct and results of our annual review for adequacy and effectiveness.and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such periodforth to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment ManagerSub-Adviser 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 orTrust.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 Trusteesterms of the Trust with such information and reports regarding each Fund’s investments asInvestment Management Agreement, the InvestmentI-1Manager 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;existence as a statutory trust organized under the laws of the State of Delaware; the maintenance of its own books, records, and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance redemption and repurchase of shares; preparation of share certificates;certificates, if any; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal auditing, fundand accounting and financial administration fees; taxes; and federal and state registration fees; and other costs and expenses approved by the Board of Trustees. Trustees,fees.Investment ManagerSub-Adviser may be directors, trustees, officers and employees of any ofother funds that have employed the Sub-Adviser as sub-adviser or investment companies within the Delaware Investments family of funds (including the Trust). Trustees,manager. Directors, officers and employees of the Investment ManagerSub-Adviser who are directors, trustees,Trustees, officers and/or employees of these investment companiesthe Trust, shall not receive any compensation from such companiesthe Trust for acting in such dual capacity.businessesbusiness of the parties hereto and in the performance of this Agreement, the Trust, andthe Investment Manager, and the Sub-Adviser may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between and among them.SubjectThe Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the primary objective of obtainingconditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to executebest execution,Managed Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board or the Investment Manager may place orders forfrom time to time, and (ii) as described in the purchaseFund’s Prospectus 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, toSAI. In placing 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 securitiesinvestments for the Fund, with respect to the Managed Portion, the Sub-Adviser shall use its best efforts to obtain for the Managed Portion “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement.that the placing of such orders is in compliance with the rulesauthorized by Section 28(e) of the Securities and Exchange CommissionAct of 1934, as amended (the “SEC”“Exchange Act”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion, cause the Managed Portion to pay a broker or sale of such shares.I-2(b)Notwithstanding the provisions of subparagraph (a) above and subjectdealer that provides brokerage or research services to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Manager, may cause a Fund to pay a member of an exchange, broker or dealerthe Sub-Adviser and the Managed Portion an amount of commission for effecting a securitiesFund 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 whereif the Investment Manager has determinedSub-Adviser determines, in good faith, that such amount of commission wasis reasonable in relation to the value of thesuch brokerage andor research services provided by such member, broker or dealer, viewed in termst erms of either that particular transaction or the Investment Manager’sSub-Adviser’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) andFund or its other advisory accountsclients for which the Investment Manager or the Sub-Adviser exercises investment discretion.investment services to be rendered to a particularFundthe Trust for the benefit of the Fund by the Investment ManagerSub-Adviser under the provisions of this Agreement, the TrustInvestment Manager shall pay monthly to the Investment Manager exclusively from that Fund’s assets,Sub-Adviser a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculatedas provided in accordance with the fee schedule applicable to that Fund as set forth in ExhibitSchedule A attached 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. 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 ManagerSub-Adviser to the Trust for the benefit of the Fund under the provisions of this Agreement are not to be deemed to be exclusive. The Investment Manager,exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its trustees,ability to render the services provided for in this Agreement shall not be impaired thereby.I-3individual, so longindividual.other activities do not impair its abilityname (or that of any affiliate of the Investment Manager) or otherwise refer to render the services provided for in this Agreement. 7. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continuein any materials distributed to serve asthird parties, including the Trust’s investment adviser, other investment companies as may be sponsored or advisedFund’s shareholders, without prior review and written approval by the Investment Manager, which may not be unreasonably withheld or its affiliates may havedelayed. Upon termination of this Agreement, the right permanentlySub-Adviser, shall, to adoptthe extent applicable and as soon as is reasonably possible, cease to use the words “Delaware,” “Delaware Investments”actual or “Delaware Group” in their namesfictitious name(s), mark, derivative and/or logo of the Investment Manager, the Trust and in the names of any series or class of shares of such funds. 8.Fund.a reckless disregard ofin the performance of its duties as Sub-Adviser to the Investment ManagerTrust on behalf of the Fund, the Sub-Adviser shall not be liable to the Trust, the Fund, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, 9. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Managed Portion or the Fund, or that the Managed Portion or the Fund will perform comparably with any standard or index, including other clients of Sub-Adviser, whether public or private.below, andbelow; provided, however, that this Agreement shall not become effective with respect to a particularthe Fund as ofunless it has first been approved in the effective date set forth in Exhibit A for that Fund, only if approvedmanner required by the vote of a majority of1940 Act and the outstanding voting securities of that Fund. Itrules thereunder or in accordance with exemptive or other relief granted by the SEC or its staff. This Agreement shall continue in effect for an initiala period of two (2) years for each Fund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote ofo f a majority of the outstanding voting securities of thatthe Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of thethose Trustees of the Trust who are not parties hereto or interested persons“interested persons” of the Trust, the Fund, or any such party (“Independent Trustees”),hereto, cast in person at a meeting called for the purpose of voting on such approval.This No amendment to this Agreement (and Exhibit A hereto) mayshall be amended withouteffective unless approved in the approval of a majority ofmanner required by the outstanding voting securities of1940 Act and the Fund if the amendment relates solely to a management fee reductionrules thereunder or in accordance with exemptive 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 executedrelief granted by the Trust, on behalf of the applicable Fund, and the Investment Manager.as to any Fund by the Investment Manager or the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the Sub-Adviser of the Investment Manager ofManager’s or the Trust’s intention to do so, in the case of the Trust pursuant to action by the Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securitiesI-4affected Fund. The Investment ManagerSub-Adviser may terminate this Agreement at any time, without the payment of a penalty, on sixty (60) days’ written notice to the Investment Manager and the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination,ter mination, except for (i) any obligation to respond for a breach of this Agreement committed prior to such termination, and except for(ii) the obligation of the TrustInvestment Manager to pay to the Investment ManagerSub-Adviser the fee provided in Paragraph 4 hereof, prorated to the date of termination.termination, and (iii) any indemnification obligation provided in Paragraph 7 hereof. This Agreement shall automatically terminate in the event of its assignment.(i) is already known to the receiving party at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; (v) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (vi) is relevant to the defense of any claim or cause of action asserted against the receiving party; or (vii) has been or is independently developed or obtained by the receiving party. administrators, successors and permitted assigns of the parties hereto. 11. (i) the terms “vote of a majority of the outstanding voting securities”;securities,” “interested persons”;person,” “affiliated person,” and “assignment” shall have the meaning ascribed tomeanings given them in the 1940 Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators.________ day of _________, ____.[___], 2010.MACQUARIE CAPITAL INVESTMENT DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust[NAME OF INVESTMENT COMPANY]on behalf of the Funds listed on Exhibit AByName TitleByName TitleI-5EXHIBIT THIS EXHIBITManagement Agreement betweenManager will provide the Sub-Adviser with a worksheet accompanying payment of the sub-advisory fee that sets forth the computation of such sub-advisory fee.[TRUST NAME] andDELAWARE MANAGEMENT COMPANY,GROUP EQUITY FUNDS IVManagement Business Trust (the “Investment Manager”), entered into as of the ___ day of __________, _____ (the “Agreement”) lists theGroup Equity Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each FundIV, a Delaware statutory trust, and the date on which the Agreement became effective for each Fund.Fund Name (Trust Name)Effective DateManagement Fee Schedule(as a percentage of averagedaily net assets)Annual RateDelaware Diversified Income Fund_______, 200__0.55% on first $500 million(Delaware Group Adviser Funds)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware U.S. Growth Fund_______, 200__0.65% on first $500 million(Delaware Group Adviser Funds)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware Cash Reserve Fund_______, 200__0.45% on first $500 million(Delaware Group Cash Reserve)0.40% on next $500 million0.35% on next $1.5 billion0.30% on assets in excess of $2.5 billionDelaware Mid Cap Value Fund_______, 200__0.75% on first $500 million(Delaware Group Equity Funds I)0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Large Cap Value Fund_______, 200__0.65% on first $500 million(Delaware Group Equity Funds II)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionI-6Fund Name (Trust Name)Effective DateManagement Fee Schedule(as a percentage of averagedaily net assets)Annual RateDelaware Value Fund_______, 200__0.65% on first $500 million(Delaware Group Equity Funds II)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware American Services Fund_______, 200__0.75% on first $500 million(Delaware Group Equity Funds III)0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Small Cap Growth Fund_______, 200__1.00% on first $250 million(Delaware Group Equity Funds III)0.90% on next $250 million0.75% on assets in excess of $500 millionDelaware Trend Fund_______, 200__0.75% on first $500 million(Delaware Group Equity Funds III)0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Global Real Estate Securities Fund_______, 200__0.99% on first $100 million(Delaware Group Equity Funds IV)0.90% on next $150 million0.80% on assets in excess of $250 millionDelaware Growth Opportunities Fund_______, 200__0.75% on first $500 million(Delaware Group Equity Funds IV)0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Healthcare Fund_______, 200__0.85% on first $500 million(Delaware Group Equity Funds IV)0.80% on next $500 million0.75% on next $1.5 billion0.70% on assets in excess of $2.5 billionI-7Fund Name (Trust Name)Effective DateManagement Fee Schedule(as a percentage of averagedaily net assets)Annual RateDelaware Dividend Income Fund_______, 200__0.65% on first $500 million(Delaware Group Equity Funds V)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware Small Cap Core Fund_______, 200__0.75% on first $500 million(Delaware Group Equity Funds V)0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Small Cap Value Fund_______, 200__0.75% on first $500 million(Delaware Group Equity Funds V)0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Aggressive Allocation Portfolio_______, 200__0.65% on first $500 million(Delaware Group Foundation Funds)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware Conservative Allocation Portfolio_______, 200__0.65% on first $500 million(Delaware Group Foundation Funds)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware Foundation Equity Fund_______, 200__0.65% on first $500 million(Delaware Group Foundation Funds)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware Moderate Allocation Portfolio_______, 200__0.65% on first $500 million(Delaware Group Foundation Funds)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionI-8Fund Name (Trust Name)Effective DateManagement Fee Schedule(as a percentage of averagedaily net assets)Annual RateDelaware Emerging Markets Fund_______, 200__1.25% on first $500 million(Delaware Group Global & International Funds)1.20% on next $500 million1.15% on next $1.5 billion1.10% on assets in excess of $2.5 billionDelaware Focus Global Growth Fund_______, 200__0.85% on first $500 million(Delaware Group Global & International Funds)0.80% on next $500 million0.75% on next $1.5 billion0.70% on assets in excess of $2.5 billionDelaware Global Value Fund_______, 200__0.85% on first $500 million(Delaware Group Global & International Funds)0.80% on next $500 million0.75% on next $1.5 billion0.70% on assets in excess of $2.5 billionDelaware International Value Equity Fund_______, 200__0.85% on first $500 million(Delaware Group Global & International Funds)0.80% on next $500 million0.75% on next $1.5 billion0.70% on assets in excess of $2.5 billionDelaware Core Plus Bond Fund_______, 200__0.55% on first $500 million(Delaware Group Government Fund)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Inflation Protected Bond Fund_______, 200__0.45% on first $500 million(Delaware Group Government Fund)0.40% on next $500 million0.35% on next $1.5 billion0.30% on assets in excess of $2.5 billionDelaware Corporate Bond Fund_______, 200__0.50% on first $500 million(Delaware Group Income Funds)0.475% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionI-9Fund Name (Trust Name)Effective DateManagement Fee Schedule(as a percentage of averagedaily net assets)Annual RateDelaware Extended Duration Bond Fund_______, 200__0.55% on first $500 million(Delaware Group Income Funds)0.50% on next $500 million0.45% on next $1,500 million0.425% on assets in excess of $2.5 billionDelaware High-Yield Opportunities Fund_______, 200__0.65% on first $500 million(Delaware Group Income Funds)0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware Limited-Term Diversified Income Fund_______, 200__0.50% on first $500 million(Delaware Group Limited-Term Government Funds)0.475% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free Pennsylvania Fund_______, 200__0.55% on first $500 million(Delaware Group State Tax-Free Income Trust)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free USA Fund_______, 200__0.55% on first $500 million(Delaware Group Tax-Free Fund)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free USA Intermediate Fund_______, 200__0.50% on first $500 million(Delaware Group Tax-Free Fund)0.475% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free Money Fund_______, 200__0.45% on first $500 million(Delaware Group Tax-Free Money Fund)0.40% on next $500 million0.35% on next $1.5 billion0.30% on assets in excess of $2.5 billionI-10Fund Name (Trust Name)Effective DateManagement Fee Schedule(as a percentage of averagedaily net assets)Annual RateDelaware REIT Fund_______, 200__0.75% on first $500 million(also known as The Real Estate Investment Trust Portfolio)0.70% on next $500 million(Delaware Pooled Trust)0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Tax-Free Arizona Fund_______, 200__0.50% on first $500 million(Voyageur Insured Funds)0.475% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free Minnesota Intermediate Fund_______, 200__0.50% on first $500 million(Voyageur Intermediate Tax Free Funds)0.475% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 millionDelaware Minnesota High-Yield Municipal Bond Fund_______, 200__0.55% on first $500 million(Voyageur Mutual Funds)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware National High-Yield Municipal Bond Fund_______, 200__0.55% on first $500 million(Voyageur Mutual Funds)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free California Fund_______, 200__0.55% on first $500 million(Voyageur Mutual Funds)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free Idaho Fund_______, 200__0.55% on first $500 million(Voyageur Mutual Funds)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionI-11Fund Name (Trust Name)Effective DateManagement Fee Schedule(as a percentage of averagedaily net assets)Annual RateDelaware Tax-Free New York Fund_______, 200__0.55% on first $500 million(Voyageur Mutual Funds)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Tax-Free Colorado Fund_______, 200__0.55% on first $500 million(Voyageur Mutual Funds II)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionDelaware Large Cap Core Fund_______, 200__0.65% on the first $500 million(Voyageur Mutual Funds III)0.60% on the next $500 million0.55% on the next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware Select Growth Fund_______, 200__0.75% on first $500 million(Voyageur Mutual Funds III)0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware Tax-Free Minnesota Fund_______, 200__0.55% on first $500 million(Voyageur Tax Free Funds)0.50% on next $500 million0.45% on next $1.5 billion0.425% on assets in excess of $2.5 billionI-12APPENDIX J — CURRENT INVESTMENT ADVISORY AGREEMENTS:DATES OF APPROVALSFund (Trust)Date of CurrentInvestment AdvisoryAgreementDate Last Approved byShareholders*Delaware Diversified Income Fund(Delaware Group®Adviser Funds)June 28, 2002June 28, 2002Delaware U.S. Growth Fund(Delaware Group Adviser Funds)November 23, 1999November 23, 1999Delaware Cash Reserve Fund(Delaware Group Cash Reserve)December 15, 1999December 15, 1999Delaware Mid Cap Value Fund(Delaware Group Equity Funds I)January 30, 2008January 30, 2008Delaware Large Cap Value Fund(Delaware Group Equity Funds II)November 23, 1999November 23, 1999Delaware Value® Fund(Delaware Group Equity Funds II)November 23, 1999November 23, 1999Delaware American Services Fund(Delaware Group Equity Funds III)December 22, 1999December 22, 1999Delaware Small Cap Growth Fund(Delaware Group Equity Funds III)June 26, 2001June 26, 2001Delaware Trend® Fund(Delaware Group Equity Funds III)August 27, 1999March 17, 1999Delaware Global Real Estate Securities Fund(Delaware Group Equity Funds IV)September 28, 2007September 28, 2007J-1Fund (Trust)Date of CurrentInvestment AdvisoryAgreementDate Last Approved byShareholders*Delaware Growth Opportunities Fund(Delaware Group®Equity Funds IV)April 19, 2001April 19, 2001Delaware Healthcare Fund(Delaware Group Equity Funds IV)September 28, 2007September 28, 2007Delaware Dividend Income Fund(Delaware Group Equity Funds V)November 23, 1999November 23, 1999Delaware Small Cap Core Fund(Delaware Group Equity Funds V)November 23, 1999November 23, 1999Delaware Small Cap Value Fund(Delaware Group Equity Funds V)November 23, 1999November 23, 1999Delaware Aggressive Allocation Portfolio(Delaware Group Foundation Funds)1September 17, 2008March 17, 1999Delaware Conservative Allocation Portfolio(Delaware Group Foundation Funds)2September 17, 2008March 17, 1999Delaware Foundation® Equity Fund(Delaware Group Foundation Funds)May 21, 2009May 21, 2009Delaware Moderate Allocation Portfolio(Delaware Group Foundation Funds)3September 17, 2008March 17, 1999Delaware Emerging Markets Fund(Delaware Group Global & International Funds)September 24, 2004August 31, 2004J-2Date of CurrentInvestment AdvisoryDate Last Approved byFund (Trust)AgreementShareholders*Delaware Focus Global Growth FundDecember 29, 2008December 29, 2008(Delaware Group® Global & International Funds)Delaware Global Value FundMarch 30, 2006August 31, 2004(Delaware Group Global & International Funds)Delaware International Value Equity FundSeptember 24, 2004August 31, 2004(Delaware Group Global & International Funds)Delaware Core Plus Bond FundSeptember 29, 1999March 17, 1999(Delaware Group Government Fund)Delaware Inflation Protected Bond FundNovember 29, 2004November 26, 2004(Delaware Group Government Fund)Delaware Corporate Bond FundSeptember 29, 1999September 29, 1999(Delaware Group Income Funds)Delaware Extended Duration Bond FundSeptember 29, 1999September 29, 1999(Delaware Group Income Funds)Delaware High-Yield Opportunities FundSeptember 29, 1999September 29, 1999(Delaware Group Income Funds)Delaware Limited-Term Diversified Income FundDecember 15, 1999December 15, 1999(Delaware Group Limited-Term Government Funds)Delaware Tax-Free Pennsylvania FundMay 1, 2000May 1, 2000(Delaware Group State Tax-Free Income Trust)J-3Date of CurrentInvestment AdvisoryDate Last Approved byFund (Trust)AgreementShareholders*Delaware Tax-Free USA FundNovember 1, 1999November 1, 1999(Delaware Group®Tax-Free Fund)Delaware Tax-Free USA Intermediate FundNovember 1, 1999November 1, 1999(Delaware Group Tax-Free Fund)Delaware Tax-Free Money FundAugust 27, 1999August 27, 1999(Delaware Group Tax-Free Money Fund)The Real Estate Investment Trust PortfolioDecember 15, 1999March 17, 1999(also known as Delaware REIT Fund) (Delaware Pooled®Trust)Delaware Tax-Free Arizona FundNovember 1, 1999November 1, 1999(Voyageur Insured Funds)Delaware Tax-Free Minnesota Intermediate FundNovember 1, 1999November 1, 1999(Voyageur Intermediate Tax Free Funds)Delaware Minnesota High-Yield Municipal Bond FundNovember 1, 1999March 17, 1999(Voyageur Mutual Funds)Delaware National High-Yield Municipal Bond FundNovember 1, 1999November 1, 1999(Voyageur Mutual Funds)Delaware Tax-Free California FundNovember 1, 1999November 1, 1999(Voyageur Mutual Funds)Delaware Tax-Free Idaho FundNovember 1, 1999November 1, 1999(Voyageur Mutual Funds)J-4Date of CurrentInvestment AdvisoryDate Last Approved byFund (Trust)AgreementShareholders*Delaware Tax-Free New York Fund(Voyageur Mutual Funds)November 1, 1999November 1, 1999Delaware Tax-Free Colorado Fund(Voyageur Mutual Funds II)November 1, 1999November 1, 1999Delaware Large Cap Core Fund(Voyageur Mutual Funds III)August 31, 2006August 31, 2006Delaware Select Growth Fund(Voyageur Mutual Funds III)December 15, 1999December 15, 1999Delaware Tax-Free Minnesota Fund(Voyageur Tax Free Funds)November 1, 1999November 1, 1999____________________1On October 21, 2009, the name will be changed to Delaware Foundation® Growth Allocation Fund.2On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.3On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.*In general, each Current Investment Advisory Agreement was last approved by shareholders (or, to the extent applicable, the initial shareholder) of the relevant Fund either in connection with the initial approval of such agreement, in connection with a later amendment or redomestication requiring such approval, as part of a complex-wide shareholder meeting held in 1999, or as part of a shareholder meeting held in 2004 to vote on, among other things, the appointment of DMC as investment adviser to the Fund. Each Fund’s advisory fee under the New Investment Advisory AgreementConsent Solicitation Statement related thereto and the Current Investment Advisory Agreement is identical. Exhibit A to Appendix I lists the advisory fees for each Fund.J-5APPENDIX K — FEES PAID TO DMC ANDAFFILIATESThefollowing table lists the Funds byinvestmentcategory, andincludes for the fiscal yearsindicated theaggregateamount(ii) votes all of DMC’s fee paid by each Fundindicated and theamounts paid by each Fund toaffiliates of DMC during the fiscal year and for thepurposesindicated. All fees are shown net of anyapplicable waivers andreimbursements.Transfer Fiscal Year Advisory Fees Administration Fees Distribution Fees Agency Fees Fund Ended ($) ($) ($) ($) EQUITY Delaware Aggressive Allocation Portfolio 9/30/08 1,475 2,380 215,282 86,139 Delaware American Services Fund 6/30/09 1,346,875 71,414 1,016,499 831,687 Delaware Conservative Allocation Portfolio 9/30/08 15,724 2,222 147,491 18,751 Delaware Dividend Income Fund 11/30/08 2,904,878 33,367 4,204,502 1,278,360 Delaware Emerging Markets Fund 11/30/08 10,061,603 40,925 3,475,970 1,403,351 Delaware Focus Global Growth Fund1 11/30/08 N/A N/A N/A N/A Delaware Foundation®Equity Fund1 10/31/08 N/A N/A N/A N/A Delaware Global Value Fund 11/30/08 477,200 4,015 447,088 252,427 Delaware Growth Opportunities Fund 9/30/08 3,141,092 24,661 1,592,074 1,709,076 Delaware Healthcare Fund 9/30/08 (30,345 ) 121 - 269 Delaware International Value Equity Fund 11/30/08 5,845,743 38,948 2,303,609 1,553,386 Delaware Large Cap Core Fund 4/30/09 (257 ) 85 - 231 Delaware Large Cap Value Fund 11/30/08 5,949,985 49,455 3,135,809 1,900,663 Delaware Mid Cap Value Fund 10/31/08 (36,366 ) 103 37 143 Delaware Moderate Allocation Portfolio 9/30/08 32,834 2,614 213,510 55,166 K-1Transfer Fiscal Year Advisory Fees Administration Fees Distribution Fees Agency Fees Fund Ended ($) ($) ($) ($) Delaware Select Growth Fund 4/30/09 822,062 10,668 942,443 1,427,081 Delaware Small Cap Core Fund 11/30/08 441,475 3,923 229,562 203,528 Delaware Small Cap Growth Fund 6/30/09 (10,211 ) 559 63,447 71,843 Delaware Small Cap Value Fund 11/30/08 3,412,713 23,590 2,009,720 1,350,774 Delaware Trend®Fund 6/30/09 N/A 17,781 1,426,134 1,367,689 Delaware U.S. Growth Fund 10/31/08 4,418,044 43,260 843,673 937,742 Delaware Value®Fund 11/30/08 2,216,064 175,852 1,400,382 924,320 REAL ESTATE Delaware Global Real Estate Securities Fund 9/30/08 (56,829 ) 126 - 134 Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio) 10/31/08 2,106,027 15,159 976,866 1,057,506 FIXED INCOME TAXABLE Delaware Core Plus Bond Fund 7/31/08 378,075 12,530 294,515 163,769 Delaware Corporate Bond Fund 7/31/08 2,192,286 65,520 1,701,318 836,390 Delaware Diversified Income Fund 10/31/08 14,912,383 159,256 13,466,559 3,480,627 Delaware Extended Duration Bond Fund 7/31/08 733,052 29,162 730,900 578,387 Delaware High-Yield Opportunities Fund 7/31/08 793,631 18,588 680,157 294,012 Delaware Inflation Protected Bond Fund 7/31/08 207,493 6,770 64,555 22,691 Delaware Limited-Term Diversified Income Fund 12/31/08 897,830 12,087 638,764 363,217 K-2
____________________Transfer Fiscal Year Advisory Fees Administration Fees Distribution Fees Agency Fees Fund Ended ($) ($) ($) ($) FIXED INCOME TAX EXEMPT Delaware Minnesota High-Yield Municipal Bond Fund 8/31/08 695,090 11,502 621,530 90,277 Delaware National High-Yield Municipal Bond Fund 8/31/08 313,283 5,946 263,703 52,373 Delaware Tax-Free Arizona Fund 8/31/08 483,562 11,292 499,209 59,338 Delaware Tax-Free California Fund 8/31/08 434,758 7,605 402,450 41,824 Delaware Tax-Free Colorado Fund 8/31/08 1,374,394 20,604 750,906 128,035 Delaware Tax-Free Idaho Fund 8/31/08 385,385 6,910 344,475 40,265 Delaware Tax-Free Minnesota Fund 8/31/08 3,340,865 48,918 1,850,281 298,962 Delaware Tax-Free Minnesota Intermediate Fund 8/31/08 233,696 4,531 147,019 34,723 Delaware Tax-Free Money Fund 4/30/09 (13,812 ) 878 - 13,919 Delaware Tax-Free New York Fund 8/31/08 59,322 1,496 76,712 14,095 Delaware Tax-Free Pennsylvania Fund 2/28/09 2,646,922 25,159 1,304,013 280,994 Delaware Tax-Free USA Fund 8/31/08 3,038,078 55,881 1,857,104 419,011 Delaware Tax-Free USA Intermediate Fund 8/31/08 1,455,004 29,234 819,000 389,646 MONEY MARKET Delaware Cash Reserve Fund 3/31/09 2,090,836 25,006 201,131 549,206 1The Fund had not commenced operations and thus had no fees paid for the period noted.K -3APPENDIX L —OTHERFUNDSADVISED BY DMCDMCprovidesinvestmentadvisoryservices to otherregistered funds that haveinvestmentobjectives similar to those of the Funds. For each such fund, thefollowing table sets forth byinvestmentcategory the fund’s name, the fund’s net assets as of July 31, 2009, the rate of DMC’scompensation, andwhether DMC haswaived,reduced, orotherwise agreed to reduce itscompensation under theapplicablecontract. For fundssubadvised by DMC, the net assets shown are only the portion of the fund’s assets that are under themanagement of DMC.Fund Net Assets Management Fee Schedule (as of 7/31/09) (as a percentage of average daily Waiver Fund ($) net assets) Annual Rate (Y/N) EQUITY Delaware Enhanced Global Dividend and Income Fund 143,626,698 1.00% N Delaware Investments Dividend and Income Fund, Inc. 59,683,630 0.55% N Delaware Investments Global Dividend and Income Fund, Inc. 31,563,148 0.70% N The Emerging Markets Portfolio1 608,767,439 1.00% N The Focus Smid-Cap Growth Equity Portfolio1 2,800,870 0.75% Y The International Equity Portfolio1 901,424,861 0.75% N The Labor Select International Equity Portfolio1 747,573,551 0.75% N The Large-Cap Growth Equity Portfolio1 245,411,670 0.55% Y The Large-Cap Value Equity Portfolio1 9,686,377 0.55% Y The Mid-Cap Growth Equity Portfolio1 4,065,931 0.75% Y The Select 20 Portfolio1 9,816,096 0.75% Y The Small-Cap Growth Equity Portfolio1 507,668 0.75% Y L-1Fund Net AssetsManagement Fee Schedule(as of 7/31/09)(as a percentage of average dailyWaiverFund($)net assets) Annual Rate(Y/N)Delaware VIP® Emerging Markets Series442,609,2931.25% on first $500 millionN1.20% on next $500 million1.15% on next $1.5 billion1.10% on assets in excess of $2.5 billionDelaware VIP Growth Opportunities Series24,047,5670.75% on first $500 millionN0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware VIP International Value Equity Series97,145,0780.85% on the first $500 millionY0.80% on the next $500 million0.75% on the next $1.5 billion0.70% on assets in excess of $2.5 billionDelaware VIP Small Cap Value Series691,218,3930.75% on first $500 millionN0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware VIP Trend Series281,638,5750.75% on first $500 millionN0.70% on next $500 million0.65% on next $1.5 billion0.60% on assets in excess of $2.5 billionDelaware VIP U.S. Growth Series166,486,5940.65% on first $500 millionN0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionDelaware VIP Value Series452,864,6970.65% on first $500 millionY0.60% on next $500 million0.55% on next $1.5 billion0.50% on assets in excess of $2.5 billionL-2Fund Net Assets Management Fee Schedule (as of 7/31/09) (as a percentage of average daily Waiver Fund ($) net assets) Annual Rate (Y/N) Optimum International Fund 162,317,432 0.8750% up to $50 million Y 0.8000% from $50 to $100 million 0.7800% from $100 to $300 million 0.7650% from $300 to $400 million 0.7300% over $400 million Optimum Large Cap Growth Fund 614,887,900 0.8000% up to $250 million Y 0.7875% from $250 million to $300 million 0.7625% from $300 million to $400 million 0.7375% from $400 million to $500 million 0.7250% from $500 million to $1 billion 0.7100% from $1 billion to $1.5 billion 0.7000% over $1.5 billion Optimum Large Cap Value Fund 548,159,133 0.8000% up to $100 million Y 0.7375% from $ 100 million to $250 million 0.7125% from $250 million to $500 million 0.6875% from $500 million to $ 1 billion 0.6675% from $1 billion to $1.5 billion 0.6475% over $1.5 billion Optimum Small-Mid Cap Growth Fund 163,600,949 1.1000% Y Optimum Small-Mid Cap Value Fund 133,415,186 1.0500% up to $75 million Y 1.0250% from $75 million to $150 million 1.0000% over $150 million Subadvised Equity Fund A 421,150,657 0.40% N Subadvised Equity Fund B 90,675,085 0.50% N Subadvised Equity Fund C 141,442,959 0.35% up to $200 million N 0.20% over $200 million L-3Fund Net Assets Management Fee Schedule (as of 7/31/09) (as a percentage of average daily Waiver Fund ($) net assets) Annual Rate (Y/N) Subadvised Equity Fund D 138,929,930 0.45% N Subadvised Equity Fund E 24,685,274 0.35% up to $500 million N 0.30% over $500 million (assets aggregated with those of other accounts having similar investment objectives subadvised by DMC for the same investment manager) Subadvised Equity Fund F 26,740,544 0.40% up to $200 million N 0.35% over $200 million Subadvised Equity Fund G 66,390,469 0.40% up to $200 million N 0.35% over $200 million Subadvised Equity Fund H 299,933,951 0.20% N Subadvised Equity Fund I 201,788,849 0.40% N Subadvised Equity Fund J 275,580,815 0.35% N Subadvised Equity Fund K 74,309,777 0.35% N Subadvised Equity Fund L 1,110,154,464 0.20% N Subadvised Equity Fund M 469,430,328 0.20% N Subadvised Equity Fund N 80,390,330 0.40% up to $200 million N 0.35% over $200 million Subadvised Equity Fund O 158,593,379 0.20% N Subadvised Equity Fund P 371,403,316 0.35% N L-4Fund Net Assets Management Fee Schedule (as of 7/31/09) (as a percentage of average daily Waiver Fund ($) net assets) Annual Rate (Y/N) REAL ESTATE Delaware VIP® REIT Series 228,392,747 0.75% on first $500 million N 0.70% on next $500 million 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion The Global Real Estate Securities Portfolio1 53,791,075 0.99% on the first $100 million N 0.90% on the next $150 million 0.80% on assets in excess of $250 million The Real Estate Investment Trust Portfolio II1 4,612,395 0.75% Y FIXED INCOME TAXABLE Delaware VIP Diversified Income Series 1,154,626,147 0.65% on first $500 million N 0.60% on next $500 million 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion Delaware VIP High Yield Series 406,179,335 0.65% on first $500 million Y 0.60% on next $500 million 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion Delaware VIP Limited-Term Diversified Income Series 250,708,066 0.50% on first $500 million Y 0.475% on next $500 million 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion The Core Focus Fixed Income Portfolio1 18,548,833 0.40% Y L-5Fund Net Assets Management Fee Schedule (as of 7/31/09) (as a percentage of average daily Waiver Fund ($) net assets) Annual Rate (Y/N) The Core Plus Fixed Income Portfolio1 57,825,157 0.43% Y The Global Fixed Income Portfolio1 137,581,483 0.50% Y The High-Yield Bond Portfolio1 21,849,485 0.45% Y The Intermediate Fixed Income Portfolio1 7,181,598 0.40% Y The International Fixed Income Portfolio1 18,576,967 0.50% N Optimum Fixed Income Fund 692,576,469 0.7000% up to $25 million Y 0.6500% from $25 million to $100 million 0.6000% from $ 100 million to $500 million 0.5500% from $500 million to $1 billion 0.5000% over $ 1 billion Subadvised Fixed Income Fund A 1,934,214,482 0.18% N Subadvised Fixed Income Fund B 258,981,042 0.28% N Subadvised Fixed Income Fund C 225,986,783 0.28% N FIXED INCOME TAX EXEMPT Delaware Investments Arizona Municipal Income Fund, Inc. 39,569,293 0.40% N Delaware Investments Colorado Municipal Income Fund, Inc. 65,158,068 0.40% N Delaware Investments Minnesota Municipal Income Fund II, Inc. 156,068,269 0.40% N Delaware Investments National Municipal Income Fund 30,101,448 0.40% N Subadvised Fixed Income Tax Exempt Fund A 82,621,889 0.23% up to $25 million N 0.20% from $25 million to $100 million 0.17% from $100 million to $200 million 0.125% over $200 million L-6
____________________Fund Net Assets Management Fee Schedule (as of 7/31/09) (as a percentage of average daily Waiver Fund ($) net assets) Annual Rate (Y/N) Subadvised Fixed Income Tax Exempt Fund B 201,199,741 0.23% on first $25 million N 0.20% on next $75 million 0.17% on next $100 million 0.125% over $100 million (assets aggregated with those of other accounts having similar investment objectives subadvised by DMC for the same investment manager) Subadvised Fixed Income Tax Exempt Fund C 321,920,551 0.15% N MONEY MARKET Delaware VIP® Cash Reserve Series 15,598,306 0.45% on first $500 million N 0.40% on next $500 million 0.35% on next $1,500 million 0.30% on assets in excess of $2.5 billion Subadvised Money Market Fund A 1,315,433,023 0.18% N 1 A series ofDelaware Pooled® Trust.L-7APPENDIX M — TRUSTEES AND OFFICERS OF DMC The following persons have held the following positions with the Trusts and with DMC during the past two years. The principal business address of each is 2005 Market Street, Philadelphia, Pennsylvania 19103-7094.Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyPatrick P. CoyneTrustee, Chairman/PresidentPresident/Chief ExecutiveOfficerDavid P. O’ConnorTrustee, Senior ViceSenior Vice President/President/StrategicStrategic InvestmentInvestment RelationshipsRelationships andand Initiatives/GeneralInitiatives/GeneralCounselCounselSee Yeng QuekTrustee, Executive ViceExecutive Vice President/President/ManagingManaging Director/ChiefDirector, Fixed IncomeInvestment Officer,Fixed IncomeMichael J. HoganExecutive ViceExecutive Vice President/President/Head of EquityHead of Equity InvestmentsInvestmentsMarshall T. BassettSenior Vice President/Senior Vice President/Chief InvestmentChief InvestmentOfficer — EmergingOfficer — EmergingGrowth EquityGrowth EquityJoseph R. BaxterSenior Vice President/Senior Vice President/Head of Municipal BondHead of Municipal BondInvestmentsInvestmentsChristopher S. BeckSenior Vice President/Senior Vice President/Senior Portfolio ManagerSenior Portfolio ManagerMichael P. BuckleySenior Vice President/Senior Vice President/Director of MunicipalDirector of MunicipalResearchResearchStephen J. BuschSenior Vice President–Senior Vice President –Investment AccountingInvestment AccountingM-1Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyMichael F. CapuzziSenior Vice President —Senior Vice President —Investment SystemsInvestment SystemsLui-Er ChenSenior Vice President/Senior Vice President/Senior Portfolio Manager/Senior Portfolio Manager/Chief Investment Officer,Chief Investment Officer,Emerging MarketsEmerging MarketsThomas H. ChowSenior Vice President/Senior Vice President/Senior Portfolio ManagerSenior Portfolio ManagerStephen J. CzepielSenior Vice President/Senior Vice President/Portfolio Manager/HeadPortfolio Manager/SeniorMunicipal Bond TraderMunicipal Bond TraderChuck M. DevereuxSenior Vice President/Senior Vice President/Senior Research AnalystSenior Research AnalystRoger A. EarlySenior Vice President/Senior Vice President/Senior Portfolio ManagerSenior Portfolio ManagerStuart M. GeorgeSenior Vice President/Senior Vice President/Head of Equity TradingHead of Equity TradingPaul GrilloSenior Vice President/Senior Vice President/Senior Portfolio ManagerSenior Portfolio ManagerWilliam F. KeelanSenior Vice President/Senior Vice President/Director of QuantitativeDirector of QuantitativeResearchResearchKevin P. LoomeSenior Vice President/Senior Vice President/Senior Portfolio Manager/Senior Portfolio Manager/Head of High YieldHead of High YieldInvestmentsInvestmentsFrancis X. MorrisSenior Vice President/Senior Vice President/Chief Investment OfficerChief Investment Officer— Core Equity— Core EquityBrian L. Murray, Jr.Senior Vice President/Senior Vice President/Chief Compliance OfficerChief Compliance OfficerD. Tysen NuttSenior Vice President/Senior Vice President/Chief Investment Officer,Chief Investment Officer,Large Cap Value EquityLarge Cap Value EquityM-2Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyPhilip O. ObazeeSenior Vice President/Senior Vice President/Derivatives ManagerDerivatives ManagerRichard SalusSenior Vice President/Senior Vice President/Chief Financial OfficerController/TreasurerJeffrey S. Van HarteSenior Vice President/Senior Vice President/Chief Investment OfficerChief Investment Officer— Focus Growth Equity— Focus Growth EquityBabak ZenouziSenior Vice President/Senior Vice President/Senior Portfolio ManagerSenior Portfolio ManagerGary T. AbramsVice President/SeniorVice President/SeniorEquity TraderEquity TraderChristopher S. AdamsVice President/PortfolioVice President/PortfolioManager/Senior EquityManager/Senior EquityAnalystAnalystDamon J. AndresVice President/SeniorVice President/SeniorPortfolio ManagerPortfolio ManagerWayne A. AnglaceVice President/CreditVice President/CreditResearch AnalystResearch AnalystMargaret MacCarthy BaconVice President/InvestmentVice President/InvestmentSpecialistSpecialistKristen E. BartholdsonVice PresidentVice President/PortfolioManagerTodd BassionVice President/PortfolioVice President/PortfolioManagerManagerJo Anne BennickVice President/15(c)Vice President/15(c)ReportingReportingRichard E. BiesterVice President/EquityVice President/EquityTraderTraderChristopher J. BonavicoVice President/SeniorVice President/SeniorPortfolio Manager/EquityPortfolio Manager/EquityAnalystAnalystVincent A. BrancaccioVice President/SeniorVice President/SeniorEquity TraderEquity TraderM-3Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyKenneth F. BroadVice President/SeniorVice President/SeniorPortfolio Manager/EquityPortfolio Manager/EquityAnalystAnalystKevin J. BrownVice President/Vice President/Senior InvestmentSenior InvestmentSpecialistSpecialistMary Ellen M. CarrozzaVice President/ClientVice President/ClientServicesServicesStephen G. CatricksVice President/PortfolioVice President/PortfolioManagerManagerWen-Dar ChenVice President/PortfolioVice President/PortfolioManagerManagerAnthony G. CiavarelliVice President/AssociateVice President/AssociateGeneral Counsel/General Counsel/AssistantAssistant SecretarySecretaryDavid F. ConnorVice President/DeputyVice President/DeputyGeneral Counsel/General Counsel/SecretarySecretaryMichael CostanzoVice President/Vice President/Performance AnalystPerformance AnalystManagerManagerKishor K. DagaVice President/DerivativesVice President/DerivativesOperationsOperationsCori E. DaggettVice President/AssociateVice President/Counsel/General Counsel/Assistant SecretaryAssistant SecretaryCraig C. DembekVice President/SeniorVice President/SeniorResearch AnalystResearch AnalystCamillo D’OrazioVice President/InvestmentVice President/InvestmentAccountingAccountingChristopher M. EricksenVice President/PortfolioVice President/PortfolioManager/Equity AnalystManager/Equity AnalystJoel A. EttingerVice President — TaxationVice President — TaxationM-4Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyDevon K. EverhartVice President/SeniorVice President/SeniorResearch AnalystResearch AnalystJoseph FiorillaVice President – TradingVice President – TradingOperationsOperationsCharles E. FishVice President/SeniorVice President/SeniorEquity TraderEquity TraderClifford M. FisherVice President/SeniorVice President/SeniorMunicipal Bond TraderMunicipal Bond TraderPatrick G. FortierVice President/PortfolioVice President/PortfolioManager/Equity AnalystManager/Equity AnalystDenise A. FranchettiVice President/PortfolioVice President/PortfolioManager/Municipal BondManager/Municipal BondCredit AnalystCredit AnalystLawrence G. FrankoVice President/SeniorVice President/SeniorEquity AnalystEquity AnalystDaniel V. GeatensVice President/TreasurerVice President/Director ofFinancial AdministrationGregory A. GizziVice President/HeadVice President/HeadMunicipal Bond TraderMunicipal Bond TraderBarry S. GladsteinVice President/PortfolioVice President/PortfolioManagerManagerGregg J. GolaVice President/SeniorVice President/Senior HighHigh Yield TraderYield TraderChristopher GowllandVice President/SeniorVice President/SeniorQuantitative AnalystQuantitative AnalystEdward GrayVice President/SeniorVice President/SeniorPortfolio ManagerPortfolio ManagerDavid J. HamiltonVice President/CreditVice President/FixedResearch AnalystIncome AnalystBrian HamletVice President/SeniorVice President/SeniorCorporate Bond TraderCorporate Bond TraderM-5Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyLisa L. HansenVice President/Head ofVice President/Head ofFocus Growth EquityFocus Growth EquityTradingTradingGregory M. HeywoodVice President/PortfolioVice President/PortfolioManager/Equity AnalystManager/Equity AnalystSharon HillVice President/HeadVice President/Headof Equity Quantitativeof Equity QuantitativeResearch and AnalyticsResearch and AnalyticsJ. David HillmeyerVice PresidentVice President/CorporateBond TraderChristopher M. HollandVice President/PortfolioVice President/PortfolioManagerManagerChungwei HsiaVice President/SeniorVice President/SeniorResearch AnalystResearch AnalystMichael E. HughesVice President/SeniorVice President/SeniorEquity AnalystEquity AnalystJordan L. IrvingVice President/SeniorVice President/SeniorPortfolio ManagerPortfolio ManagerCynthia IsomVice President/PortfolioVice President/PortfolioManagerManagerKenneth R. JacksonVice President/EquityVice President/TraderQuantitative AnalystStephen M. JuszczyszynVice President/StructuredVice President/StructuredProducts Analyst/TraderProducts Analyst/TraderAnu B. KothariVice President/EquityVice President/EquityAnalystAnalystRoseanne L. KroppVice President/SeniorVice President/Senior FundFund Analyst — HighAnalyst II — High GradeGradeNikhil G. LalvaniVice President/PortfolioVice President/SeniorManagerEquity Analyst/PortfolioManagerM-6Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyBrian R. LauzonVice President/ChiefVice President/ChiefOperating Officer, EquityOperating Officer, EquityInvestmentsInvestmentsAnthony A. LombardiVice President/SeniorVice President/SeniorPortfolio ManagerPortfolio ManagerFrancis P. MageeVice President/PortfolioVice President/PortfolioAnalystAnalystJohn P. McCarthyVice President/SeniorVice President/SeniorResearch Analyst/TraderResearch Analyst/TraderBrian McDonnellVice President/StructuredVice President/StructuredProducts Analyst/TraderProducts Analyst/TraderMichael S. MorrisVice President/PortfolioVice President/PortfolioManager/Senior EquityManager/Senior EquityAnalystAnalystTerrance M. O’BrienVice President/FixedVice President/FixedIncome Reporting AnalystIncome Reporting AnalystDonald G. PadillaVice President/PortfolioVice President/PortfolioManager/Senior EquityManager/Senior EquityAnalystAnalystDaniel J. PrislinVice President/SeniorVice President/SeniorPortfolio Manager/EquityPortfolio Manager/EquityAnalystAnalystGretchen ReganVice President/Vice President/Quantitative AnalystQuantitative AnalystCarl RiceVice President/SeniorVice President/SeniorInvestment Specialist,Investment Specialist,Large Cap Value FocusLarge Cap Value FocusEquityEquityJoseph T. RoginaVice President/EquityVice President/EquityTraderTraderDebbie A. SaboVice President/EquityVice President/EquityTrader – Focus GrowthTrader – Focus GrowthEquityEquityM-7Positions and Offices withPositions and OfficesDelaware ManagementNamewith the TrustsCompanyKevin C. SchildtVice President/SeniorVice President/SeniorMunicipal Credit AnalystMunicipal Credit AnalystBruce SchoenfeldVice President/EquityVice President/EquityAnalystAnalystNancy E. SmithVice President —Vice President —Investment AccountingInvestment AccountingBrenda L. SprigmanVice President/BusinessVice President/BusinessManager – Fixed IncomeManager – Fixed IncomeJunee Tan-TorresVice President/StructuredVice President/StructuredSolutionsSolutionsRudy D. Torrijos, IIIVice President/PortfolioVice President/PortfolioManagerManagerMichael J. TungVice President/PortfolioVice President/PortfolioManagerManagerRobert A. Vogel, Jr.Vice President/SeniorVice President/SeniorPortfolio ManagerPortfolio ManagerLori P. WachsVice President/PortfolioVice President/PortfolioManagerManagerJeffrey S. WangVice President/EquityVice President/EquityAnalystAnalystMichael G. WildsteinVice President/SeniorVice President/SeniorResearch AnalystResearch AnalystKathryn R. WilliamsVice President/AssociateVice President/AssociateGeneral Counsel/General Counsel/AssistantAssistant SecretarySecretaryNashira WynnVice President/PortfolioVice President/SeniorManagerEquity Analyst/PortfolioManagerGuojia ZhangVice President/EquityVice President/EquityAnalystAnalystDouglas R. ZinserVice President/CreditVice President/CreditResearch AnalystResearch AnalystM-8APPENDIX N — NUMBER OF SHARES OF EACH FUNDOUTSTANDING AS OF JULY 31, 20091SharesFund NameClassOutstandingDelaware American Services FundA8,307,110.73Delaware American Services FundB1,967,195.99Delaware American Services FundC3,391,198.18Delaware American Services FundI922,813.72Delaware American Services FundR236,624.35Delaware Cash Reserve FundA409,648,027.42Delaware Cash Reserve FundB7,571,200.61Delaware Cash Reserve FundC11,999,635.87Delaware Cash Reserve FundCC13,352,167.66Delaware Core Plus Bond FundA8,499,313.53Delaware Core Plus Bond FundB590,047.37Delaware Core Plus Bond FundC762,595.96Delaware Core Plus Bond FundI421,213.94Delaware Core Plus Bond FundR30,797.35Delaware Corporate Bond FundA84,164,830.28Delaware Corporate Bond FundB2,185,573.07Delaware Corporate Bond FundC22,304,687.11Delaware Corporate Bond FundI9,192,140.79Delaware Corporate Bond FundR2,053,525.00Delaware Diversified Income FundA356,131,697.99Delaware Diversified Income FundB5,635,860.95Delaware Diversified Income FundC123,919,293.56Delaware Diversified Income FundI27,333,904.45Delaware Diversified Income FundR13,651,297.12Delaware Dividend Income FundA22,944,114.03Delaware Dividend Income FundB3,920,949.20Delaware Dividend Income FundC17,648,139.72N-1SharesFund NameClassOutstandingDelaware Dividend Income FundI309,723.23Delaware Dividend Income FundR313,635.21Delaware Emerging Markets FundA28,477,236.53Delaware Emerging Markets FundB1,696,559.45Delaware Emerging Markets FundC11,639,314.09Delaware Emerging Markets FundI9,094,544.14Delaware Extended Duration Bond FundA32,965,118.99Delaware Extended Duration Bond FundB714,353.37Delaware Extended Duration Bond FundC3,416,477.09Delaware Extended Duration Bond FundI4,690,859.62Delaware Extended Duration Bond FundR118,595.09Delaware Focus Global Growth FundA196,781.95Delaware Focus Global Growth FundI235,297.12Delaware Aggressive Allocation PortfolioA3,465,604.00Delaware Aggressive Allocation PortfolioB459,043.89Delaware Aggressive Allocation PortfolioC582,869.61Delaware Aggressive Allocation PortfolioI1,394,609.32Delaware Aggressive Allocation PortfolioR221,889.37Delaware Conservative Allocation PortfolioA4,308,791.41Delaware Conservative Allocation PortfolioB78,613.11Delaware Conservative Allocation PortfolioC340,275.07Delaware Conservative Allocation PortfolioI1,007,016.76Delaware Conservative Allocation PortfolioR88,789.27Delaware Moderate Allocation PortfolioA20,011,562.38Delaware Moderate Allocation PortfolioB642,801.03Delaware Moderate Allocation PortfolioC1,022,400.14Delaware Moderate Allocation PortfolioI3,847,726.70Delaware Moderate Allocation PortfolioR162,904.97N-2SharesFund NameClassOutstandingDelaware Global Real Estate Securities FundA182.265Delaware Global Real Estate Securities FundI359,843.89Delaware Global Value FundA3,236,022.17Delaware Global Value FundB569,699.44Delaware Global Value FundC1,516,051.68Delaware Global Value FundI191,341.19Delaware Growth Opportunities FundA14,818,145.62Delaware Growth Opportunities FundB347,682.92Delaware Growth Opportunities FundC435,124.36Delaware Growth Opportunities FundI261,740.86Delaware Growth Opportunities FundR56,155.55Delaware Healthcare FundA120,909.07Delaware Healthcare FundI256,109.18Delaware High-Yield Opportunities FundA73,450,305.52Delaware High-Yield Opportunities FundB3,364,718.10Delaware High-Yield Opportunities FundC8,815,757.03Delaware High-Yield Opportunities FundI12,694,132.20Delaware High-Yield Opportunities FundR4,294,740.65Delaware Inflation Protected Bond FundA8,312,339.23Delaware Inflation Protected Bond FundB188,301.72Delaware Inflation Protected Bond FundC4,027,833.86Delaware Inflation Protected Bond FundI9,419,003.59Delaware International Value Equity FundA14,840,111.11Delaware International Value Equity FundB1,067,080.39Delaware International Value Equity FundC5,175,961.29Delaware International Value Equity FundI13,666,903.65Delaware International Value Equity FundR251,795.05Delaware Large Cap Core FundA1,541.21N-3SharesFund NameClassOutstandingDelaware Large Cap Core FundI252,689.79Delaware Large Cap Value FundA49,886,593.44Delaware Large Cap Value FundB1,438,363.18Delaware Large Cap Value FundC1,320,509.62Delaware Large Cap Value FundI2,229,686.76Delaware Large Cap Value FundR111,520.19Delaware Limited-Term Diversified Income FundA63,645,553.57Delaware Limited-Term Diversified Income FundB407,345.24Delaware Limited-Term Diversified Income FundC18,200,945.79Delaware Limited-Term Diversified Income FundI2,071,289.06Delaware Limited-Term Diversified Income FundR365,963.82Delaware Mid Cap Value FundA34,392.69Delaware Mid Cap Value FundC9,428.66Delaware Mid Cap Value FundI1,341,173.84Delaware Mid Cap Value FundR3.224Delaware Minnesota High-Yield Municipal Bond FundA10,927,247.96Delaware Minnesota High-Yield Municipal Bond FundB509,394.77Delaware Minnesota High-Yield Municipal Bond FundC2,507,347.47Delaware National High-Yield Municipal Bond FundA7,632,607.68Delaware National High-Yield Municipal Bond FundB167,569.47Delaware National High-Yield Municipal Bond FundC850,944.11Delaware National High-Yield Municipal Bond FundI138.63Delaware REIT FundA8,434,200.70Delaware REIT FundI13,643,975.31Delaware REIT FundR504,554.78Delaware REIT FundB1,611,608.58Delaware REIT FundC2,222,726.92Delaware Select Growth FundA5,716,873.40N-4SharesFund NameClassOutstandingDelaware Select Growth FundB950,262.41Delaware Select Growth FundC1,324,332.74Delaware Select Growth FundR34,564.97Delaware Select Growth FundI3,144,775.77Delaware Small Cap Core FundA2,422,168.04Delaware Small Cap Core FundC985,111.48Delaware Small Cap Core FundI3,287,676.99Delaware Small Cap Core FundR457,544.70Delaware Small Cap Growth FundI69.533Delaware Small Cap Growth FundR127,035.78Delaware Small Cap Growth FundA786,109.32Delaware Small Cap Growth FundB186,462.19Delaware Small Cap Growth FundC484,411.67Delaware Small Cap Value FundA8,967,675.27Delaware Small Cap Value FundB826,429.50Delaware Small Cap Value FundC1,916,299.16Delaware Small Cap Value FundI460,530.57Delaware Small Cap Value FundR603,477.76Delaware Tax-Free Arizona FundA10,203,952.88Delaware Tax-Free Arizona FundB588,318.73Delaware Tax-Free Arizona FundC654,557.17Delaware Tax-Free California FundA5,799,662.70Delaware Tax-Free California FundB472,859.80Delaware Tax-Free California FundC1,289,320.83Delaware Tax-Free Colorado FundA21,197,643.71Delaware Tax-Free Colorado FundB263,399.13Delaware Tax-Free Colorado FundC1,050,445.66Delaware Tax-Free Idaho FundA7,268,912.69N-5SharesFund NameClassOutstandingDelaware Tax-Free Idaho FundB292,637.86Delaware Tax-Free Idaho FundC1,436,225.92Delaware Tax-Free Minnesota FundA46,448,175.64Delaware Tax-Free Minnesota FundB788,675.50Delaware Tax-Free Minnesota FundC2,745,470.03Delaware Tax-Free Minnesota Intermediate FundA6,938,349.18Delaware Tax-Free Minnesota Intermediate FundB29,185.30Delaware Tax-Free Minnesota Intermediate FundC987,735.57Delaware Tax-Free Money FundA12,469,760.07Delaware Tax-Free Money FundCC558,180.71Delaware Tax-Free New York FundA2,122,756.76Delaware Tax-Free New York FundB99,781.27Delaware Tax-Free New York FundC517,334.96Delaware Tax-Free Pennsylvania FundA63,182,671.89Delaware Tax-Free Pennsylvania FundB681,507.22Delaware Tax-Free Pennsylvania FundC1,642,484.51Delaware Tax-Free USA FundA49,516,664.15Delaware Tax-Free USA FundB757,392.82Delaware Tax-Free USA FundC1,855,403.30Delaware Tax-Free USA FundI104.593Delaware Tax-Free USA Intermediate FundA39,157,223.47Delaware Tax-Free USA Intermediate FundB76,500.53Delaware Tax-Free USA Intermediate FundC3,439,848.28Delaware Tax-Free USA Intermediate FundI96.512Delaware Trend® FundA22,941,115.49Delaware Trend FundB1,803,600.98Delaware Trend FundC3,258,227.52Delaware Trend FundI1,850,379.41N-6SharesFund NameClassOutstandingDelaware Trend FundR187,363.74Delaware U.S. Growth FundA11,918,929.41Delaware U.S. Growth FundB644,208.92Delaware U.S. Growth FundC1,311,758.06Delaware U.S. Growth FundI38,881,699.89Delaware U.S. Growth FundR303,428.38Delaware Value®FundB378,120.36Delaware Value FundC2,839,247.86Delaware Value FundI7,570,791.16Delaware Value FundR211,514.86____________________1All classes of Delaware Foundation®Equity Fund and Class R shares of Delaware Emerging Markets Fund commenced operations on August 31, 2009 and therefore are not included in the table below.N-7APPENDIX O — 1% SHARE OWNERSHIP As of July 31, 2009, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding votinghis/her/their shares of the following Funds and classes:FundClassPercentageDelaware Large Cap Value FundInstitutional Class5.64%Delaware Trend®FundInstitutional Class1.58%Delaware Growth Opportunities FundInstitutional Class2.25%Delaware Small Cap Value FundInstitutional Class8.79%Delaware Moderate Allocation Portfolio1Institutional Class2.56%Delaware Aggressive Allocation Portfolio2Institutional Class2.13%Delaware Emerging Markets FundInstitutional Class1.33%Delaware Core Plus Bond FundInstitutional Class8.84%Delaware Limited-Term Diversified Income FundInstitutional Class2.63%Delaware Select Growth FundClass A1.20%Delaware Select Growth FundInstitutional Class1.10%Delaware Tax-Free Money FundClass A1.39%Delaware Healthcare FundClass A86.24%Delaware Focus Global Growth FundInstitutional Class99.99%____________________1On October 21, 2009, the name will be changed to Delaware Foundation® Moderate Allocation Fund.2On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund.O-1APPENDIX P — 5% SHARE OWNERSHIPThe following table shows, as of July 31, 2009, the accounts of each class of eachDelaware Global Real Estate Securities Fund that ownheld of record 5% or moreby the undersigned, in the manner designated herein.such class.Delaware Global Real Estate Securities Fund, Delaware Management Company, and Macquarie Capital Investment Management LLC.1o o oShareholders Fund Name Class 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 P-1 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 SVC 52,779.705 5.58 % Services Fund FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CTR FL 11 100 MULBERRY ST NEWARK NJ 07102 Delaware 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 P-2 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-3 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-4 Shareholders Fund Name Class Name and Address Total Shares Percentage 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, 2ND FL 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 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 P-5 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-6 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 & TRUST CO 341,907.431 16.80 % Fund 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 MARKETS, INC. 11,130,630.122 9.47 % Income Fund 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 Delaware Diversified I THE NORTHERN TRUST 2,039,593.431 13.34 % Income Fund COMPANY TTEE CIBA SPECIALTY CHEMICALS 401K DV PLAN PO BOX 92994 CHICAGO IL 60675-0001 P-7 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 P-8 Shareholders Fund Name Class 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 P-9 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-10 Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-11Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-12Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-13Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 A DONALD G PADILLA 6,311.360 5.22 % Healthcare Fund PHILADELPHIA PA 19103 Delaware A MICHAEL S TUNG 13,193.980 10.92 % Healthcare Fund PHILADELPHIA PA 19103 Delaware A KATHY K WANG & ROBERT T 13,760.414 11.39 % Healthcare Fund WANG JT WROS LYNNFIELD MA 01940 P-14Shareholders Fund Name Class Name and Address Total Shares Percentage Delaware A LIU-ER CHEN & 80,536.820 66.67 % Healthcare Fund DAWN DING JT WROS NEEDHAM MA 02494 Delaware I DMH CORP 256,106.019 100.00 % Healthcare Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware High-Yield A GENWORTH FINANCIAL TRUST CO 8,643,492.819 13.67 % Opportunities Fund 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 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 P-15Shareholders Fund Name Class Name and Address Total Shares Percentage 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 P-16Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-17Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-18Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-19Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-20Shareholders Fund Name Class Name and Address Total Shares Percentage 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 % NAPLES FL 34119 P-21Shareholders Fund Name Class Name and Address Total Shares Percentage 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 P-22Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-23Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-24Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-25Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 P-26Fund 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 3,363.365 9.45 % Fund FBO 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 P-27Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-28Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-29Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-30Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-31Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 P-32Fund Name Class Shareholders
Name and Address Total Shares Percentage 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 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 P-33Shareholders Fund Name Class Name and Address Total Shares Percentage 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 % Money Fund CAMP HILL PA 17011 Delaware Tax-Free CC EDWARD J NOLAN AND 199,164.920 36.50 % Money Fund GERTRUDE 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 P-34Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-35Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-36Shareholders Fund Name Class Name and Address Total Shares Percentage 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 P-37Shareholders Fund Name Class 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 P-38Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-39Shareholders Fund Name Class Name and Address Total Shares Percentage 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 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 P-40
____________________Shareholders Fund Name Class Name and Address Total Shares Percentage Delaware Value® Fund R MG TRUST CO 14,909.927 7.09 % CUST FBO AZUR 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
P-41
[Form of Proxy Card]
DELAWARE INVESTMENTS2005 MARKET STREETPHILADELPHIA, PA 19103
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PLEASE SIGN AND DATE ON THE REVERSE SIDE.
| 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) | LUCINDA S. LANDRETH | 08) | JANET L. YEOMANS | o | o | o | ||||||
| 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 Management Company, a series of Delaware Management Business Trust | o | o | o | ||||||||||
| | ||||||||||||||
THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED. PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH. | ||||||||||||||