DELAWARE GROUP ADVISER FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP TAX FREE FUND
DELAWARE GROUP TAX-FREE MONEY FUND
DELAWARE POOLED TRUST1
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS
(Namof Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | | (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee(Check (Check the appropriate box): | x | [X] | No fee required. | | | | | | o | [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11. | | | | | | | | 1. | | Title of each class of securities to which transaction applies: | | | | | | 2. | | Aggregate number of securities to which transaction applies: |
1Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust
| | | | | 3. | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act | | �� | | Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | | | determined): | | | | | 4. | | Proposed maximum aggregate value of transaction: | | | | | | 5. | | Total fee paid: | | | | | | o | [ ] | Fee paid previously with preliminary proxy materials. | | | | | | o | [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and | | identify the filing for which the offsetting fee was paid previously. Identify the previous filing by | | registration statement number, or the Form or Schedule and the date of its filing. |
| 1.1) | Amount Previously Paid:
____________________________________________________________ | | 2) | |
| 2. | Form, Schedule or Registration Statement No.:
____________________________________________________________ | | 3) | Filing Party:
____________________________________________________________ | | 4) | Date Filed:
____________________________________________________________ |
DELAWARE AGGRESSIVE ALLOCATION PORTFOLIOPROXY MATERIALS
DELAWARE MODERATE ALLOCATION PORTFOLIO
DELAWARE CONSERVATIVE ALLOCATION PORTFOLIOINVESTMENTS®FAMILY OF FUNDS (three separate series of Delaware Group Foundation Funds)
2005 Market Street | | | Delaware Group®Adviser Funds | Delaware Group Limited-Term Government Funds | | Delaware Group Cash Reserve | Delaware Group State Tax-Free Income Trust | | Delaware Group Equity Funds I | Delaware Group Tax-Free Fund | | Delaware Group Equity Funds II | Delaware Group Tax-Free Money Fund | | Delaware Group Equity Funds III | Delaware Pooled®Trust1 | | Delaware Group Equity Funds IV | Voyageur Insured Funds | | Delaware Group Equity Funds V | Voyageur Intermediate Tax Free Funds | | Delaware Group Foundation®Funds | Voyageur Mutual Funds | | Delaware Group Global & International Funds | Voyageur Mutual Funds II | | Delaware Group Government Fund | Voyageur Mutual Funds III | | Delaware Group Income Funds | Voyageur Tax Free Funds |
Philadelphia, PA 19103
(800) 523-1918
June [__], 2008
Dear Shareholder: A Special MeetingI am writing to let you know that a joint special meeting (the “Meeting”) of Shareholdersshareholders of the Delaware Aggressive Allocation Portfolio, Delaware Moderate Allocation Portfolio,Investments funds mentioned above (the “Trusts”) will be held at the offices Stradley Ronon Stevens & Young, 2005 Market Street, 21stFloor, Philadelphia, Pennsylvania 19103, on November 12, 2009, at 3:00 p.m., Eastern time. The purpose of the special meeting to vote on several important proposals that affect the Trusts and Delaware Conservative Allocation Portfolioeach of their separate series (each, a “Portfolio”“Fund” and collectively, the “Portfolios”“Funds”), which are series and your investment in one or more of them. Meeting will be held concurrently with the meetings of shareholders of other funds within the Delaware Group Foundation Funds (the “Trust”), is being held in PhiladelphiaInvestments®Family of Funds. As a shareholder, you have the opportunity to voice your opinion on September 16, 2008. We askthe matters that you takeaffect your Funds. This package contains information about proposals and the timematerials to reviewuse when voting by mail, telephone or through the Internet. Please read the enclosed proxy statementmaterials and provide us withcast your vote on the important issues affecting your Portfolio.proxy card(s) or by telephone or via the Internet.Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be. The proposal hasproposals have been carefully reviewed by the Trust’s BoardBoards of Trustees. TheTrustees of the Trusts. Trustees, all but one of whom (other than the undersigned) are not “interested persons” ofaffiliated with Delaware Investments, as defined in the Investment Company Act of 1940, are responsible for protecting your interests as a shareholder. The Trustees believe the proposal isthese proposals are in the best interests of shareholders. They The Trustees recommend that you vote FOR each proposal. The enclosed Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed Proxy Statement. FOR the proposal.
Voting is quick and easy. Everything you need is enclosed.To cast your vote, simply complete the proxy cardcard(s) enclosed in this package. Be sure to sign the cardcard(s) before mailing it | 1 | Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. |
in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the website indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions. If you have any questions before you vote, please call Computershare Fund Services, Inc. (“Computershare”), the Portfolios’Fund’s proxy solicitor, at 1-866-612-5812.877 520-8548. Computershare will be glad to help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for taking this matter seriously and participatingyour participation in this important process.initiative. Sincerely, _____________________________
/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive Officer
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT
We encourage you to read the attached proxy statement in full; however, the following questions and answers represent some typical concerns that shareholders might have regarding this Special Meeting.
Q: | | WHY IS DELAWARE INVESTMENTS SENDING ME THIS PROXY STATEMENT? |
Open-end investment companies are required to obtain shareholders’ votes for certain types of changes. As a shareholder, you have a right to vote on major policy decisions, such as those included here.
Q: | | WHAT ARE THE ISSUES CONTAINED IN THIS PROXY STATEMENT? |
There is one proposal to amend the fee schedule of the investment management agreement between the Trust, on behalf of each Portfolio, and Delaware Management Company. The proposal, which impacts each of the three Portfolios, is outlined in the Notice at the beginning of the proxy statement.
Q: | | HOW WILL THE PROPOSAL AFFECT ME AS A SHAREHOLDER OF A PORTFOLIO? |
Management proposes to convert each Portfolio from a “fund of funds” (meaning each Portfolio invests all or substantially all of its assets in other Delaware Investments mutual funds) to a fund that utilizes a multiple portfolio management approach and directly invests in and holds individual stocks, bonds and other investments. In connection with the proposed conversion, you are being asked to approve an amendment to the fee schedule of the Portfolios’ investment management agreement (the “Investment Management Agreement”) with Delaware Management Company (“DMC”). While this amendment would increase the investment management fees that the Portfolios pay directly to DMC, Management expects that the overall expenses borne by the Portfolios (including those paid indirectly as a result of the Portfolios’ being shareholders of other Delaware Investments funds) will be reduced. The increase in management fees is necessary to compensate DMC for direct management of the investments in addition to active allocation across the proposed investment sleeves consistent with our standard fee structure.
Q: | | HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE? |
The Board of Trustees recommends that you vote in favor of, orFOR, the proposal on the enclosed proxy card.
Q: | | WHOM DO I CALL FOR MORE INFORMATION OR TO PLACE MY VOTE? |
Please call your Portfolio at 1-800-523-1918 for additional information. You can vote one of three ways:
By Mail:Use the enclosed proxy card to record your vote on the proposal, then return the card in the postpaid envelope provided;
By Touch-tone Phone: Shareholders who hold their shares directly with the Portfolios may dial toll-free, 1-888-221-0697 and follow the simple instructions. A phone number for shareholders who hold their shares in the name of a bank or broker may be obtained from such bank or broker; or
By Internet:Shareholders who hold their shares directly with the Portfolios may visit www.proxyweb.com and follow the simple instructions after entering the control number located on your proxy card(s).
DELAWARE AGGRESSIVE ALLOCATION PORTFOLIO
DELAWARE MODERATE ALLOCATION PORTFOLIO
DELAWARE CONSERVATIVE ALLOCATION PORTFOLIO
(three separate series of Delaware Group Foundation Funds)
2005 Market Street
Philadelphia, PA 19103
(800) 523-1918
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on September 16, 2008November 12, 2009
To the Shareholders of Delaware Aggressive Allocation Portfolio, Delaware Moderate Allocation Portfolio, and Delaware Conservative Allocation Portfolio, three separate series of Delaware Group Foundation Funds (the “Trust”):of: | | | Delaware Group®Adviser Funds | Delaware Group Limited-Term Government Funds | | Delaware Group Cash Reserve | Delaware Group State Tax-Free Income Trust | | Delaware Group Equity Funds I | Delaware Group Tax-Free Fund | | Delaware Group Equity Funds II | Delaware Group Tax-Free Money Fund | | Delaware Group Equity Funds III | Delaware Pooled®Trust1 | | Delaware Group Equity Funds IV | Voyageur Insured Funds | | Delaware Group Equity Funds V | Voyageur Intermediate Tax Free Funds | | Delaware Group Foundation®Funds | Voyageur Mutual Funds | | Delaware Group Global & International Funds | Voyageur Mutual Funds II | | Delaware Group Government Fund | Voyageur Mutual Funds III | | Delaware Group Income Funds | Voyageur Tax Free Funds |
This is your official noticeNOTICE IS HEREBY GIVEN that a Special Meetingjoint special meeting (the “Meeting”) of Shareholdersshareholders of Delaware Aggressive Allocation Portfolio, Delaware Moderate Allocation Portfolio, and Delaware Conservative Allocation Portfoliothe open-end registered investment companies listed above (each, a “Portfolio”“Trust” and collectively, the “Portfolios”“Trusts”), along with certain other funds within the Delaware Investments®Family of Funds, each a series of the Trust,which is issuing proxy solicitation materials, will be held on Tuesday, September 16, 2008, at 4:00 p.m. E.D.T. at 2005 Market Street, the Board Roomoffices of Stradley Ronon Stevens & Young, LLP, 262005 Market Street, 21thstFloor, Philadelphia, Pennsylvania 19103.19103 on November 12, 2009, at 3:00 p.m., Eastern time. The meetingMeeting is being called forto vote on the following reason:proposals:
For shareholders of each Portfolio, voting separately, to approve an amendment to the Investment Management Agreement between the Trust, on behalf of each Portfolio, and Delaware Management Company.
The proposal is more fully described in the attached Proxy Statement. A copy of the form of the Investment Management Agreement, as proposed to be amended, between the Trust and Delaware Management Company is attached as Appendix A to the Proxy Statement.
1. | To secureelect a Board of Trustees for each of the largest possible representationTrusts. The nominees for election to the Boards of Trustees, all of whom are presently members of the Boards, are: |
| | | Thomas L. Bennett | Ann R. Leven | | Patrick P. Coyne | Thomas F. Madison | | John A. Fry | Janet L. Yeomans | | Anthony D. Knerr | J. Richard Zecher | | Lucinda S. Landreth | |
| 2. | To approve a new investment advisory agreement for each separate series of the Trusts (each, a “Fund” and to savecollectively, the expense of further mailings, please mark your proxy card, sign it, and return it in the enclosed envelope, which requires no postage if mailed in the United States. Proxy cards must be received before the Special Meeting in order to be counted. You may revoke your proxy card at any time at or before the Special Meeting or vote in person if you attend the Special Meeting.“Funds”). |
This Proxy Statement, which is first being mailed to shareholders on or about July 9, 2008, sets forth concisely the information that a shareholder of a Portfolio should know before voting on the proposal. It should be read and retained for future reference.
The Board of Trustees of the Trust is soliciting your vote. If you are a shareholderShareholders of record of one or more of the PortfoliosTrusts as of the close of business on June 25, 2008,September 18, 2009 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you haveplan to attend the right to directMeeting, please vote your shares by returning the persons listed onproxy card(s) by mail in the enclosed proxy card as to how your shares in such Portfolios should be voted.
Please vote and send in your Proxy Card(s) promptly to avoidpostage-paid envelope provided, or by voting by telephone or over the need for further mailings.Internet. Your vote is important.
By order of the Boards of Trustees,
/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President and Chief Executive Officer | 1 | Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. |
[September 21], 2009 To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card, sign it, and return it in the enclosed envelope, which requires no postage if mailed from the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement. SOME SHAREHOLDERS HOLD SHARES IN MORE THAN ONE 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.
By Order of the Board of Trustees, | | | PROXY STATEMENT | | TABLE OF CONTENTS | | | Page | | | | | David F. ConnorPROPOSAL 1: TO ELECT A BOARD OF TRUSTEES | 4 | Secretary Introduction to Proposal 1 | 4 | | Who are the Trustee Nominees? | 4 | | How are Nominees for Trustee Selected? | 5 | | How Often Do the Boards Meet and What Are the Trustees Paid? | 6 | | Who are the Principal Officers of the Trust? | 6 | | What are the Standing Committees of the Board? | 6 | | Who are the Trusts’ Independent Auditors? | 7 | | What is the Required Vote to Elect Trustees? | 8 | | | PROPOSAL 2: TO APPROVE A NEW INVESTMENT ADVISORY | | | AGREEMENT | 9 | | Description of the Transaction | 9 | | The New Investment Advisory Agreements | 12 | | Additional Information about DMC | 14 | | Board Considerations in Approving the New Investment Advisory Agreements | 15 | | Required Vote | 22 | | Section 15(f) of the 1940 Act | 22 | | More Information about the Funds | 23 | | | VOTING INFORMATION | 24 | | How will shareholder voting be handled? | 25 | | How do I ensure my vote is accurately recorded? | 25 | | May I revoke my proxy? | 25 | | What other matters will be voted upon at the Meeting? | 25 | | Who is entitled to vote? | 25 | | What is the Quorum Requirement? | 25 | | Who will pay the expenses of the Meeting? | 25 | | What other solicitations will be made? | 25 | | Why did my household receive only one copy of this Proxy Statement? | 26 | | How do I submit a shareholder proposal for inclusion in a Trust's proxy | | | statement and form of proxy for Trust's next annual meeting? | 26 | | How may I communicate with the Boards? | 27 | | | PRINCIPAL HOLDERS OF SHARES | 27 | | | APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT | A-1 | | | APPENDIX B - TRUSTEES OF THE TRUSTS | B-1 | | | APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS | C-1 | | | APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE | | | COMMITTEE CHARTER | D-1 | | | APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE | | | NOMINEES | E-1 | | | APPENDIX F — TRUSTEE COMPENSATION | F-1 | | | APPENDIX G – AUDITOR INFORMATION | G-1 |
1
| | | APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURES | H-1 | | | | APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTS | I-1 | | | | APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES | | | OF APPROVALS; FEES | J-1 | | | | APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND | | | AFFILIATES | K-1 | | | | APPENDIX L – TRUSTEES AND OFFICERS OF DMC | L-1 | | | | APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING AS | | | OF JULY 31, 2009 | M-1 | | | | APPENDIX N — 1% SHARE OWNERSHIP | N-1 | | | | APPENDIX O — 5% SHARE OWNERSHIP | O-1 |
2
DELAWARE INVESTMENTS®FAMILY OF FUNDS JOINT PROXY STATEMENT Dated SeptemberSPECIAL MEETING OF SHAREHOLDERS[21], 2009 | | | Delaware Group®Adviser Funds | Delaware Group Limited-Term Government Funds | | Delaware Group Cash Reserve | Delaware Group State Tax-Free Income Trust | | Delaware Group Equity Funds I | Delaware Group Tax-Free Fund | | Delaware Group Equity Funds II | Delaware Group Tax-Free Money Fund | | Delaware Group Equity Funds III | Delaware Pooled®Trust1 | | Delaware Group Equity Funds IV | Voyageur Insured Funds | | Delaware Group Equity Funds V | Voyageur Intermediate Tax Free Funds | | Delaware Group Foundation®Funds | Voyageur Mutual Funds | | Delaware Group Global & International Funds | Voyageur Mutual Funds II | | Delaware Group Government Fund | Voyageur Mutual Funds III | | Delaware Group Income Funds | Voyageur Tax Free Funds |
Important notice regarding the availability of proxy materials for the shareholder meeting
to be held on November 12, 2009: this proxy statement is available
at www. delawareinvestments.com. OF
DELAWARE AGGRESSIVE ALLOCATION PORTFOLIO
DELAWARE MODERATE ALLOCATION PORTFOLIO
DELAWARE CONSERVATIVE ALLOCATION PORTFOLIO
(three 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 funds in the Delaware Investments Family of Funds, each of which is issuing proxy solicitation materials. Each of the separate seriesfunds within a Trust is referred to as a “Fund” and all of Delaware Group Foundation Funds)
2005 Market Street
Philadelphia, PA 19103
(800) 523-1918
TO BE HELD ON SEPTEMBER 16, 2008
Meeting Information
The Board of Trustees (hereafterthe Funds are collectively referred to as the “Board“Funds.” The Meeting was called by the Boards of Trustees”)Trustees of Delaware Group Foundation Funds (the “Trust”), on behalf of each of Delaware Aggressive Allocation Portfolio, Delaware Moderate Allocation Portfolio, and Delaware Conservative Allocation Portfoliothe Trusts (each, a “Portfolio”“Board” and collectively, the “Portfolios”“Boards”), to vote on the following proposals, each of which is soliciting your proxy to be voted atdescribed more fully below:
| | | | Proposal | Who votes on the proposal? | | 1. | To elect a Board of Trustees. | Shareholders of each Trust, with shareholders | | | of all Funds of such Trust voting collectively. | | 2. | To approve a new investment | Shareholders of each Fund, voting separately | | advisory agreement for each Fund. | from shareholders of each other Fund. |
The principal offices of the Special Meeting of Shareholders to be held on September 16, 2008 at 4:00 p.m. E.D.T.Trusts are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach the Board Roomoffices of the Trusts by telephone by calling (800) 523-1918. Each Trust is a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). A list of the Funds of each Trust is set forth in Appendix A.
| 1 | Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust. |
3
The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 262005 Market Street, 21thstFloor, Philadelphia, Pennsylvania 19103 or any adjournments of the meeting (hereafter, the “Meeting”). Purpose of Meeting
on November 12, 2009, at 3:00 p.m., Eastern time. The purpose of the Meeting is to consider the following proposal with respect to each Portfolio, with the shareholders of each Portfolio voting separately, as well as any other business properly brought before the Meeting: To approve an amendment to the Investment Management Agreement between the Trust,Boards, on behalf of each Portfolio, and Delaware Management Company.
Fund, are soliciting these proxies. This Proxy Statement and proxy card will first being mailedbe sent to shareholders on or about July 9, 2008.September [21], 2009. This Proxy Statement gives you information about the Trustees, the new advisory agreement, and other matters that you should know before voting. The Board of Trustees urges you to complete, sign and returneach Trust has determined that the Proxy Card included withjoint use of this Proxy Statement whetherfor 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. Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary. Each Fund will promptly send a separate copy of such documents to any shareholder upon request. To request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and phone number set forth above. PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES Introduction to Proposal 1 In Proposal 1, shareholders of each Trust are being asked to elect nine Trustees (together, the “Trustee Nominees”) to the Boards. All of the Trustee Nominees are currently members of the Boards. Each Trust is governed by a Board, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the Trust. Each Trust has a Board comprised of the same Trustees, and each Trust is served by the same Officers. Who are the Trustee Nominees? The 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. 4
Each Board is comprised of the same nine Board members, eight of whom are not you intend“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 includes a list of the Trustees 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. Ann R. Leven serves as Coordinating Trustee for each Trust. Although Mr. Coyne, the Chairman, President, and CEO of the Funds’ investment adviser, currently serves as a Trustee, he is standing for election by Fund shareholders for the first time. Mr. Coyne was appointed to the Boards in 2006, and was recommended for appointment to the Boards by the Nominating and Corporate Governance Committee, which consists solely 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 persons 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 Trust’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 D to this Proxy Statement. The Nominating and Corporate Governance Committee 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 other affiliates and principal service providers, as well as such other information as the Committee deemed relevant to their considerations. The Nominating and Corporate Governance Committee recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on September 3, 2009, the Independent Trustees selected and nominated the Trustee Nominees for election by the shareholders of each Trust. 5
How Often Do the Boards Meet and What Are the Trustees Paid? Each Board is responsible for establishing its Trust’s policies and for overseeing the management of the Trust. 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 do so. The Trusts do not hold annual meetings at which Trustees are elected. None of the Independent Trustees 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 E shows the dollar range of shares of the Funds and the aggregate dollar range of shares of the Delaware Investments Family of Funds that are beneficially owned by each Trustee Nominee as of June 30, 2009. Each Independent Trustee is compensated by the Trusts. Mr. Coyne, the sole Trustee who is not an Independent Trustee, is not compensated by the Trusts for serving as Trustee. Trust officers are not compensated by the Trust. The table in Appendix F shows the amount of compensation that each Trustee received from each Trust during the 12-month period ended June 30, 2009, and the aggregate amount of compensation that each Trustee received from the Delaware Investments Family of Funds during that period. In addition, the Independent Trustees received separate compensation form the Trusts for the meetings held in connection with their review of the transaction described under Proposal 2 below. Who are the Principal Officers of the Trust? Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board. Appendix C to this Proxy Statement identifies the principal officers of the Trusts, and provides the officers’ names, birth dates, addresses, positions and length of service with the Trusts, and principal occupations during the past five years. What are the Standing Committees of the Board? Each Trust’s Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Independent Trustees Committee, and the Investments Committee. Audit Committee.This committee monitors accounting and financial reporting policies and practices and internal controls for a Trust. It also oversees the quality and objectivity of a Trust’s financial statements and the independent audit thereof, and acts as a liaison between the Trust’s independent registered public accounting firm and the full Board. Each Trust’s Audit Committee consists of the following Independent Trustees: Thomas F. Madison, Chairman; Thomas L. Bennett; John A. Fry;and J. Richard Zecher. Each Trust’s Audit Committee held six meetings during the 12-month period ended June 30, 2009. 6
Nominating and Corporate Governance Committee.Information on the Nominating and Corporate Governance Committee is provided above under “How are 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 what action the full Boards and the Independent Trustees should take regarding the approval of all such proposed agreements; and (iii) review from time to time reports supplied by the Funds’ investment adviser regarding investment performance and expenses and suggest changes to such reports. Each Board’s Investments Committee consists of the following Independent Trustees: Thomas L. Bennett, Chairman; Anthony D. Knerr; Lucinda S. Landreth; Ann R. Leven (ex officio); Janet L. Yeomans; and J. Richard Zecher. Each Investments Committee held four meetings during the 12-month period ended June 30, 2009. Who are the Trusts’ Independent Auditors? Selection of Auditors. For each Trust, the Audit Committee 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. It is important that you returnMeeting, but will be available to answer any questions or if otherwise necessary. Audit Fees. Appendix G shows for each Trust the signed Proxy Card promptly to help assure a quorumaggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the Meeting. Copiesaudit of the Trust’s most recent Annual Report and Semi-Annual Report, includingannual financial statements have previously been deliveredand 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.
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 shareholders. Copiesthe 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 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 services included 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. E&Y did not during any Trust’s last two fiscal years provide any such 7
services to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser. The tax-related services provided to the Trusts included 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. 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 reports are available upon request at no charge by writingservices is compatible with maintaining E&Y’s independence. E&Y currently is analyzing whether its independence will be affected after the Trust at the address shown on the top of this page, calling toll free 1.800.523.1918, or visiting www.delawareinvestments.com.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT TO
THE INVESTMENT MANAGEMENT AGREEMENT.
PROPOSAL: | | TO APPROVE AN AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE TRUST, ONBEHALF OF EACH PORTFOLIO, AND DELAWARE MANAGEMENT COMPANY
|
Introduction
The Trust currently has three separate series, each of which operates as a “fund of funds” — Delaware Aggressive Allocation Portfolio, Delaware Moderate Allocation Portfolio, and Delaware Conservative Allocation Portfolio. The Portfolios are considered “target risk funds” — a type of mutual fund that base their asset allocation around a specified level of risk and then periodically rebalance their investment holdings to maintain that risk profile. (These types of funds are also sometimes referred to as “Lifestyle” funds.) As target risk funds, the Portfolios allocate their investments among a range of asset classes particular to each Portfolio according to calculated expectations of risk and return.
As a fund of funds, each Portfolio currently seeks to achieve its investment objective by investing all or substantially all of its assetstransaction described in various other Delaware Investments funds (the “Underlying Funds”) and in cash and short-term debt instruments, with each Underlying Fund representing a particular asset class. As a shareholder of the Underlying Funds, each Portfolio pays, indirectly through its investments, a proportionate share of the expenses of such Underlying Funds (hereafter referred to as “acquired fund expenses”). These acquired fund expenses are in addition to and separate from each Portfolio’s direct operating expenses, and make up a significant portion of each Portfolio’s total expenses.
Management believes that the overall investment goals of the Portfolios are viable and provide important investment options for shareholders, but that the Portfolios can potentially operate more efficiently and cost effectively.
Management has researched various alternatives in the interests of reducing total expenses to shareholders, and believes the Portfolios can achieve their current investment goals for their shareholders in a more efficient and cost effective manner by replacing the fund of funds structure with a direct investment structure (the “Restructuring”). Under a direct investment structure, the Portfolios would continue to pursue an active asset allocation approach in which Delaware Management Company, as the Portfolios’ investment manager (“DMC”), considers the expected returns and estimates of risk for particular asset classes. The current fund of funds structure requires the Portfolios to invest in a number of Underlying Funds that, in turn, invest in a broadly diversified number of individual securities, and indirectly bear the acquired fund expenses. Management believes that each Portfolio can decrease its total expenses while maintaining its overall investment goals and current mix of risk and return by having multiple groups of portfolio managers within DMC invest directly in a broadly diversified number of individual securities among asset classes that are similar to the asset classes currently represented by the Underlying Funds.1 Management anticipates that the Restructuring would eliminate a substantial portion of the acquired fund expenses currently paid by the Portfolios and,Proposal 2 as a result reduce each Portfolio’s total expenses.
____________________
1 Subjectof services provided by E&Y to shareholder approvalMacquarie Group Limited and its affiliates.
All Other Fees.There were no additional fees paid by any Trust or to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser during such Trust’s last two fiscal years for products and services provided by E&Y, other than the services reported above. Pre-Approval Policies and Procedures. Each Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth in Appendix H to this Proxy Statement. All of the proposed amendmentfees disclosed above were pre-approved pursuant to the Investment Management AgreementPre-Approval Policies and as part Procedures. The Audit Committee for each Trust did not approve any of the Restructuring,services described above pursuant to the Boardde minimisexceptions set forth in Rule 2-01(c)(7)(1)(C) and Rule 2-01(c)(7)(ii) of Trustees approved a change in each Portfolio’s investment strategy to permit each Portfolio to invest a greater proportion of its assets in securities issued by non-U.S. issuers (“foreign securities”), including issuers from countries whose economies are considered to be emerging or developing (“emerging markets”). Such change in investment strategy is more fully described below.Regulation S-X. 2
To utilizeWhat is the multiple portfolio manager approach and directly purchase and manage securities and other investments (rather than indirectly through various Underlying Funds) and directly manage asset allocationsRequired Vote to maintain each Portfolio’s current investment goals and broad relative fixed income and equity asset weights,Elect Trustees?
Provided that “Quorum” requirements (as defined below in “Voting Information”) have been satisfied, the Portfolios would require additional services and resources from DMC as investment manager. For the additional services necessary to operate under a direct investment structure, DMC has requested an amendment to the fee schedule of the current investment management agreement with the Portfolios (the “Investment Management Agreement”) in order to increase the investment management fee from 0.25% to 0.65% of each Portfolio’s average daily net assets (subject to breakpoints described below). A copy of the form of the Investment Management Agreement, as proposed to be amended, between the Trust and DMC is attached hereto as Appendix A. Such a fee increase would also include a change to the current expense limitation, as more fully described below. Management anticipates that the proposed Restructuring will reduce total expenses for the Portfolios. The expected reduction of acquired fund expensesTrustee Nominees will be greater than the proposed increase to management fees. Management expects that such an increase in the investment management fees,including the proposed modified expense limitation, will cause the total expenses (as reported in the Portfolios’ table of fees and expenses in their Prospectus) for Class A shares of the Aggressive Allocation Portfolio, Moderate Allocation Portfolio, and Conservative Allocation Portfolio to be reduced from 1.69%, 1.60% and 1.52%, respectively, to 1.15% for each Portfolio during the first year after the Restructuring.
Management proposed this amendment to the Investment Management Agreementelected to the Board of Trusteeseach Trust by the affirmative vote of a plurality of votes cast collectively by shareholders of all of the Funds of such Trust. This means that the nine Trustee Nominees receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the Funds of that Trust will be counted together in conjunction withdetermining the Restructuring,results of the voting for Proposal 1.
8
PROPOSAL 2: TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT In Proposal 2, you are being asked to approve a new investment advisory agreement between your Fund and Delaware Management Company (“DMC”) (each, a “New Investment Advisory Agreement”). DMC currently serves as more fully describedinvestment adviser for each Fund, but, for the reasons discussed below, a new investment advisory agreement will be required if the Transaction is completed. For a general description of the proposed New Investment Advisory Agreements and a general comparison of the proposed New Investment Advisory Agreements and the investment advisory agreements currently in effect for each Fund (each, a “Current Investment Advisory Agreement”), see “The New Investment Advisory Agreements” below. The Boardform of Trustees voted to approve the amendment and the Restructuring, andNew Investment Advisory Agreements is recommending that shareholders approve the proposed amendment theincluded in Appendix I. The date of each Fund’s Current Investment Management Agreement. How will the Portfolios be managed after the Restructuring?
If the proposed amendment to the Investment ManagementAdvisory Agreement and the accompanying change to the current expense limitation aredate on which it was last approved by shareholders and approved for continuance by the Board are provided in Appendix J.
The Boards are proposing New Investment Advisory Agreements because the Current Investment Advisory Agreements will terminate upon completion of the Transaction, which is defined and discussed below. As required by the 1940 Act, each Current Investment Advisory Agreement terminates automatically upon its “assignment.” Under the 1940 Act, a change in control of an investment adviser constitutes an “assignment.” The consummation of the Transaction will result in a change of control of DMC, and thus, the assignment and automatic termination of the Current Investment Advisory Agreements. Shareholders of each Fund are therefore being asked to approve a New Investment Advisory Agreement for their Fund. Each New Investment Advisory Agreement would become effective only if approved by the shareholders of the applicable Fund and if the Transaction is completed. While the closing of the Transaction (the “Closing”) is currently expected to take place on or about December 31, 2009, if the Transaction is not completed or the Transaction Agreement (as hereinafter defined) is terminated, the New Investment Advisory Agreements will not go into effect and the Current Investment Advisory Agreements will continue in effect. Description of the Transaction Lincoln National Corporation (“LNC”) and its indirect, wholly-owned subsidiary, Lincoln National Investment Companies, Inc. (“LNIC”) entered into a definitive agreement (the “Transaction Agreement”), dated as of August 18, 2009, with Macquarie Bank Limited, whereby LNIC will sell all of the capital stock of Delaware Management anticipates convertingHoldings, Inc. (“DMHI”) to Macquarie Bank Limited (the “Transaction”). Certain Fund service providers are subsidiaries of DMHI and will be included in the Transaction, including DMC, Delaware Service Company, Inc. (“DSC”), the fund accounting and financial administration oversight provider for the Funds, and Delaware Distributors, L.P. (“DDLP”), the principal underwriter for the Funds. DMHI and its various affiliates are sometimes referred to herein as “Delaware Investments.” Macquarie Group Limited and its various subsidiaries (including Macquarie Bank Limited) are referred to herein as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited to pay LNC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, such amount subject to certain specified closing adjustments 9
at and after the Closing. As noted above, the Closing is currently expected to take place on or about December 31, 2009. The Closing is subject to the satisfaction or waiver of customary closing conditions, including (i) annualized advisory fees payable to DMC by all clients that have consented to the assignment of their advisory agreements or approved a new advisory agreement (including the Trusts) not being less than 75% of annualized advisory fees payable to DMC as of April 30, 2009 and (ii) the parties obtaining certain domestic and international regulatory approvals (including expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended). DMC manages the assets of each Portfolio’s current fundFund and makes each Fund’s investment decisions, subject to the supervision of the Board of each Trust. DMC is a series of Delaware Management Business Trust (“DMBT”), which is a subsidiary of DMHI. Delaware Investments is the marketing name for DMHI and its subsidiaries. DMC is located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Delaware Investments has been managing mutual funds structuresince 1938. As of June 30, 2009, DMC and its affiliates managed, in the aggregate, more than $120 billion in assets in various institutional, separately managed, investment company, and insurance accounts. DMHI, a Delaware corporation formed in 1992, is a holding company that, through its subsidiaries and affiliates, provides investment advisory, asset management, administrative, broker-dealer, and related products and services. DMHI’s asset management capabilities include the ability to a direct investment structure that will apportion each Portfolio’s investments among several portfolio managers or teams of portfolio managers who will purchase and sell individual securities and other investments in order to maintain the current risk profile and achieve the current investment goal and generalmanage equity, fixed income, and equitymoney market securities, which are offered through vehicles such as mutual funds, closed-end funds, privately managed accounts, and institutional separate accounts. DMHI is a subsidiary of, and subject to ultimate majority control of, LNC, which is a publicly traded corporation. LNC is a diversified organization with operations in many aspects of the financial services industry, including insurance and investment management. LNIC is an Indiana corporation and an indirect, wholly owned subsidiary of LNC. LNIC owns 100% of the issued and outstanding common stock of DMHI. After the Transaction, DMHI will be an indirect wholly owned subsidiary of Macquarie Group Limited. Macquarie Group is a global provider of banking, financial, advisory, investment and fund management services. Macquarie Group Limited, No. 1 Martin Place, Sydney, New South Wales 2000, Australia, is listed on the Australian Securities Exchange (ASX:MQG) and is regulated by the Australian Prudential Regulation Authority, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Founded in 1969, Macquarie Group now operates in more than 70 office locations in over 26 countries. Macquarie Group employed approximately 12,500 people and had assets under management of $190 billion as of July 31, 2009. Macquarie Group has been active in North America for over a decade. Macquarie Group currently has more than 1,900 professionals in offices in 25 North American locations. Macquarie Funds Group, the asset weightsmanagement arm of Macquarie Group, is a full service global fund manager with over 25 years’ experience and offers a range of investments for each Portfolio. Each Portfolio would preserve its current concept of allocating assets among different asset classes. 3
DMC believes that eliminating the requirement that the Portfolios invest substantially all of their assets in the Underlying Funds would make the Portfolios’ cost structure more competitive by substantially reducing the current acquired fund expenses. Directly investing in a combination of securities representingretail and institutional investors across a variety of asset classes including fixed income, cash, currencies, equities, commodities, emerging markets, listed infrastructure and listed real estate as well as private equity and hedge fund of funds. Macquarie Funds Group employs over 600 staff across 19 locations globally with assets under management of approximately $67 billion as of July 31, 2009. More information on Macquarie Group’s operations is available at www.macquarie.com.au and at www.macquarie.com/us.
10
Australian Banking Regulations require the following disclaimer to be made:
Investments in the Funds are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies including their subsidiaries or related companies, and are subject to investment styles necessaryrisk, including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of any Fund, the repayment of capital from any Fund, or any particular rate of return. The Transaction is part of Macquarie Group’s strategy to maintaindevelop 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 risk profilesUnited States. Macquarie Group values DMC’s focus on the advisory segment of the U.S. market, its significant investment management capabilities, and achieveits experienced management team. The Transaction is not expected to result in a change in the persons responsible for the day-to-day management of the Funds or in the operation of the Funds. It is currently anticipated that following the closing of the Transaction, DMHI, DMC, DDLP, and DSC will continue to operate, and the Funds will continue to operate, and the Delaware brand will remain with the business. Upon completion of the Transaction, the combined assets under management of Macquarie Group and DMHI and their affiliates are expected to be over $300 billion. After the Transaction, DMHI and its subsidiaries (including DMC) will remain headquartered in Philadelphia. Investment management professionals serving DMC’s clients are not expected to change as a result of the Transaction. Clients of DMC may be offered opportunities to invest in new products with access to Macquarie Group’s investment goalsstrategies, notably in real assets, global fixed income securities, and alternative investments. Macquarie Group clients across its global network may be offered investment products involving Delaware’s investment strategies, in structures designed specifically for them. Macquarie Group also currently anticipates providing additional funding to support the growth of DMC and its affiliates, for example through potential investment in operations and distribution and a commitment to expanding its multi-boutique approach. In anticipation of the Transaction, the Boards have had a number of telephonic and in-person meetings and met both formally and in informational sessions between April 16, 2009, and September 3, 2009, for purposes of, among other things, considering whether it would be in the best interests of each Portfolio, however, will requireFund and its shareholders to approve a significant increaseNew Investment Advisory Agreement. The 1940 Act requires that each Fund’s New Investment Advisory Agreement be approved by the Fund’s shareholders in order to become effective. At the in-person meetings held on September 3, 2009, and for the reasons discussed below (see “Board Considerations in Approving the New Investment Advisory Agreements” below), each Board, including a majority of its Independent Trustees, approved the New Investment Advisory Agreements as being in the responsibilitiesbest interests of DMC.the Funds and their shareholders and recommended their approval by shareholders. In the event shareholders of a Fund do not approve a New Investment Advisory Agreement, the Fund’s Board will take such action as it deems to be in the best interests of the Fund and its shareholders, including entering into an interim advisory agreement with DMC pursuant to Rule 15a-4 of the 1940 Act. 11
IfThe New Investment Advisory Agreements
Each Fund’s New Investment Advisory Agreement will be substantially similar to its Current Investment Advisory Agreement. Appendix I includes a form of the New Investment Advisory Agreement. A discussion of the basis for a Board’s approval of each Fund’s Current Investment Advisory Agreement is available in the Fund’s most recent annual or semi-annual report to shareholders. Appendix J provides information on the Current Investment Advisory Agreements, including their dates, date of last shareholder approval, the reason for the most recent submission to shareholders, approveand the amendmentrates the Funds pay for fund administrative services. Exhibit A to Appendix I discloses the rate of compensation of DMC under both the Current Investment ManagementAdvisory Agreement and the Restructuring is undertaken,New Investment Advisory Agreement. Appendix K describes for each Portfolio’s investment strategy regarding foreign securities will be amended to permit each Portfolio to increase its investments in foreign securities, including emerging market investments. CurrentlyFund the rangeaggregate amount of assets that the Aggressive Allocation, Moderate Allocation, and Conservative Allocation Portfolios may invest in foreign securities is limited to: 10%–30%, 5%–20%, and up to 10%, respectively. If the Restructuring is effected, Management anticipates increasing these ranges to 15%–70%, 10%–60%, and 5%–50% for the Aggressive Allocation, Moderate Allocation, and Conservative Allocation Portfolios, respectively. Within the proposed ranges for investment in foreign securities, the Aggressive Allocation, the Moderate Allocation,DMC’s fee and the Conservative Allocation Portfolios would have the ability to invest up to 20%, 15%,amount and 10%, respectively,purpose of its net assets in emerging market securities.2 Management believes that these changes in investment strategies will improve the Portfolios’ ability to adapt to changing conditions in the world equity markets, as each Portfolio will be able to tactically allocate an increased portion of its assets to markets that may be more attractive, on a relative valuation basis, than the U.S. equity markets.
If the proposed amendment to the Investment Management Agreement is approved by shareholders, how will a Portfolio’s expenses change?
In connection with the Restructuring, the Board of Trustees is recommending that shareholders approve an amendment to the Investment Management Agreement to increase the management fee paidany other material payments to DMC from 0.25%(including any affiliated person of DMC) for services provided to 0.65%each Fund during the last fiscal year of average daily net assets for each Portfolio. Specifically, under the proposed amendment, each Portfolio would pay a management feeFund. These services will continue to be provided if the New Investment Advisory Agreements are approved. DMC provides investment advisory services to certain other funds that have investment objectives and policies similar to those of 0.65% of average daily net assets up to $500 million, 0.60% of average daily net assets from $500 million to $1 billion, 0.55% of average daily net assets from $1 billion to $2.5 billion, and 0.50% of average daily net assets thereafter. As of May 31, 2008,the Funds. Appendix K lists such other mutual funds advised by DMC, the net assets of those funds, and the Aggressive Allocation Portfolio, Moderate Allocation Portfolio, and Conservative Allocation Portfolio were $48,158,545, $55,457,303, and $46,506,223, respectively.
The aggregate amount of investment management fee schedule pursuant to which DMC received advisory fees excluding the effect of any waivers, payable to DMC forfrom those funds during the fiscal yearyears ended September 30, 2007 fromon the Aggressive Allocation, Moderate Allocation and Conservative Allocation Portfolios for services pursuant to the Investment Management Agreement were $134,736, $121,908, and $103,263, respectively.
dates noted.
Fees.____________________
2 Although DMC expects to expand and supplement its international growth expertise internallyThere will be no change in the future,fee schedule applicable to any Fund under its New Investment Advisory Agreement. All currently effective contractual fee waivers or reimbursements will remain in place after the Transaction until the end of their respective terms, and Macquarie Group has no present intention to cause DMC anticipates initially investing in foreign securities through investments in exchange-traded mutual funds that utilize an international growth investment style. 4
Had the proposed Restructuring beento alter any voluntary expense waivers or reimbursements currently in effect for the fiscal year ended September 30, 2007,Funds.
Investment Advisory Services.Each New Investment Advisory Agreement requires DMC to provide the aggregate amount of investment management fees, excluding waivers, payable to DMC from the Aggressive Allocation, Moderate Allocation and Conservative Allocation Portfolios would have been $350,314, $316,960, and $268,483, respectively; amounting to an increasesame services to the management fees of 0.40% of average net assets for eachapplicable Funds as it does under the corresponding Current Investment Advisory Agreement. Each Fund’s New Investment Advisory Agreement generally provides that, subject to the direction and control of the Portfolios. Although the management fees would have been higher if the proposed Restructuring had been in effect, the Portfolios’ indirect expenses, in the form of acquired fund expenses, would have been reduced in an amount greater than the increased investment management fees, as illustrated in the tables below.
Shareholder approval of the proposed amendment to the Investment Management Agreement will also be considered an approval of a change in DMC’s current contractual fee waiver. The contractual fee waiver currently in place limits each Portfolio’s total annual fund operating expenses, excluding 12b-1 fees and non-routine expenses3, from exceeding, in the aggregate amount, 0.55% of average daily net assets of each Portfolio. The current fee waiver is due to expire January 31, 2009. Notably this current fee waiver does not apply to the acquired fund expenses, meaning the Portfolios must also bear indirectly the full cost of acquired fund expenses. In contrast, in connection with the Restructuring,Fund’s Board, DMC has contractually agreed to waive a portion of its proposed management fee and to reimburse the Portfolios to the extent necessary to ensure that overall expenses of the Portfolios, excluding 12b-1 fees and non-routine expenses, butincluding any acquired fund expenses, will not exceed 0.90% for each of the Aggressive Allocation, Moderate Allocation, and Conservative Allocation Portfolios for one year following completion of the Restructuring.
The following tables compare the current fees and expenses (as of September 30, 2007) of the Portfolios as a percentage of daily net assets to the estimated expenses on a pro forma basis assuming completion of the Restructuring:
Delaware Aggressive Allocation Portfolio:
| Class A | Class B | Class C | Class R | Institutional | | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | | Management fees | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | | Distribution and service (12b-1) fees | 0.30%c | 0.30%c | 1.00% | 1.00% | 1.00% | 1.00% | 0.60%c | 0.60%c | None | None | | Other expenses | 0.49%d | 0.62%e | 0.49%d | 0.62%e | 0.49%d | 0.62%e | 0.49%d | 0.62%e | 0.49%d | 0.62%e | | Acquired fund fees and expensesf | 0.89% | 0.04% | 0.89% | 0.04% | 0.89% | 0.04% | 0.89% | 0.04% | 0.89% | 0.04% | | Total annual fund operating expenses | 1.93% | 1.61% | 2.63% | 2.31% | 2.63% | 2.31% | 2.23% | 1.91% | 1.63% | 1.31% | | Fee waivers and payments | (0.24%)a | (0.46%)b | (0.19%)a | (0.41%)b | (0.19%)a | (0.41%)b | (0.29%)a | (0.51%)b | (0.19%)a | (0.41%)b | | Net expenses | 1.69% | 1.15% | 2.44% | 1.90% | 2.44% | 1.90% | 1.94% | 1.40% | 1.44% | 0.90% |
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3 “Non-routine expenses” consist of any taxes, interest, inverse floater program expenses, brokerage fees, certain insurance costs and non-routine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, certain Trustee retirement plan expenses, conducting shareholder meetings and liquidations.5
Delaware Moderate Allocation Portfolio:
| Class A | Class B | Class C | Class R | Institutional | | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | | Management fees | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | | Distribution and service (12b-1) fees | 0.30%c | 0.30%c | 1.00% | 1.00% | 1.00% | 1.00% | 0.60%c | 0.60%c | None | None | | Other expenses | 0.46%d | 0.50%e | 0.46%d | 0.50%e | 0.46%d | 0.50%e | 0.46%d | 0.50%e | 0.46%d | 0.50%e | | Acquired fund fees and expensesf | 0.80% | 0.03% | 0.80% | 0.03% | 0.80% | 0.03% | 0.80% | 0.03% | 0.80% | 0.03% | | Total annual fund operating expenses | 1.81% | 1.48% | 2.51% | 2.18% | 2.51% | 2.18% | 2.11% | 1.78% | 1.51% | 1.18% | | Fee waivers and payments | (0.21%)a | (0.33%)b | (0.16%)a | (0.28%)b | (0.16%)a | (0.28%)b | (0.26%)a | (0.38%)b | (0.16%)a | (0.28%)b | | Net expenses | 1.60% | 1.15% | 2.35% | 1.90% | 2.35% | 1.90% | 1.85% | 1.40% | 1.35% | 0.90% |
Delaware Conservative Allocation Portfolio:
| Class A | Class B | Class C | Class R | Institutional | | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | Current | Pro
Forma | | Management fees | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | 0.25%a | 0.65%b | | Distribution and service (12b-1) fees | 0.30%c | 0.30%c | 1.00% | 1.00% | 1.00% | 1.00% | 0.60%c | 0.60%c | None | None | | Other expenses | 0.50%d | 0.52%e | 0.50%d | 0.52%e | 0.50%d | 0.52%e | 0.50%d | 0.52%e | 0.50%d | 0.52%e | | Acquired fund fees and expensesf | 0.72% | 0.02% | 0.72% | 0.02% | 0.72% | 0.02% | 0.72% | 0.02% | 0.72% | 0.02% | | Total annual fund operating expenses | 1.77% | 1.49% | 2.47% | 2.19% | 2.47% | 2.19% | 2.07% | 1.79% | 1.47% | 1.19% | | Fee waivers and payments | (0.25%)a | (0.34%)b | (0.20%)a | (0.29%)b | (0.20%)a | (0.29%)b | (0.30%)a | (0.39%)b | (0.20%)a | (0.29%)b | | Net expenses | 1.52% | 1.15% | 2.27% | 1.90% | 2.27% | 1.90% | 1.77% | 1.40% | 1.27% | 0.90% |
a DMC has contracted to waive all or a portion of its investment advisory fees and/or reimburse expenses from February 1, 2008 through January 31, 2009 to prevent total annual fund operating expenses (not including any 12b-1 plan, acquired fund fees and expenses, or non-routine expenses) from exceeding, in an aggregate amount, 0.55% of average daily net assets of each Portfolio. For purposes of these waivers and reimbursements, non-routine expenses may also include such additional costs and expenses as may be agreed upon from time to time by the Board of Trustees and DMC.
b If the shareholders approve the proposal and the Restructuring is completed, DMC has contractually agreed to waive all or a portion of its investment advisory fees and/or reimburse expenses for a one-year period following completion of the Restructuring in order to prevent total annual fund operating expenses (not including any 12b-1 plan and non-routine expenses) from exceeding, in an aggregate amount, 0.90% of average daily net assets of each Portfolio. For purposes of these waivers and reimbursements, non-routine expenses may also include such additional costs and expenses as may be agreed upon from time to time by the Board of Trustees and DMC. These expense waivers and reimbursements include acquired fund fees and expenses.
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c Delaware Distributors, L.P. (the “Distributor”) has contracted to limit the Class A and Class R shares’ 12b-1 fees from February 1, 2008 through January 31, 2009 to no more than 0.25% and 0.50%, respectively, of average daily net assets.
d Current “Other expenses” have been restated to reflect a reduction in non-routine expenses incurred during the period.
e Pro forma estimated “Other expenses” have been restated to reflect assets as of March 31, 2008. The increase in “Other expenses” is attributed to: a decrease in net assets from September 30, 2007; a projected increase in custody fees due to a larger international securities component; and a projected increase in sub-transfer agent fees due to an expected increase in retirement plan assets.
f The Portfolios’ total annual fund operating expenses do not correlate to the ratio of expenses to average net assets shown in the financial highlights in the Portfolios’ Prospectus or the Portfolios’ shareholder reports. The financial highlights only reflect each Portfolio’s operating expenses and do not include the fees and expenses of the Underlying Fund(s) in which each Portfolio invests. Similarly, a change in acquired fund fees and expenses does not directly affect a Portfolio’s total return or yield.
The following examples are intended to help you compare the cost of investing in the Portfolios currently and on a pro forma basis, assuming completion of the Restructuring, as of September 30, 2007. We show the cumulative amount of Portfolio expenses on a hypothetical investment of $10,000 with an annual 5% return over the time shown. The Portfolios’ actual rate of return may be greater or less than the hypothetical 5% return we use here. This example reflects the net expenses, which include acquired fund expenses, with applicable expense waivers for the one-year period and the total operating expenses without expense waivers for years two through 10. These are examples only, and do not represent future expenses, which may be greater or less than those shown here.
Delaware Aggressive Allocation Portfolio:
| Class A | Class B | Class B
(if redeemed) | Class C | Class C
(if redeemed) | Class R | Institutional | |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma | | 1 year | $737 | $685 | $247 | $193 | $647 | $593 | $247 | $193 | $347 | $293 | $197 | $143 | $147 | $92 | | 3 years | $1,124 | $1,011 | $799 | $682 | $1,074 | $957 | $799 | $682 | $799 | $682 | $669 | $551 | $496 | $375 | | 5 years | $1,536 | $1,360 | $1,378 | $1,198 | $1,603 | $1,423 | $1,378 | $1,198 | $1,378 | $1,198 | $1,168 | $984 | $869 | $679 | | 10 years | $2,681 | $2,340 | $2,780 | $2,439 | $2,780 | $2,439 | $2,950 | $2,614 | $2,950 | $2,614 | $2,542 | $2,191 | $1,917 | $1,543 |
Delaware Moderate Allocation Portfolio:
| Class A | Class B | Class B
(if redeemed) | Class C | Class C
(if redeemed) | Class R | Institutional | |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma |
Current | Pro
Forma | | 1 year | $728 | $685 | $238 | $193 | $638 | $593 | $238 | $193 | $338 | $293 | $188 | $143 | $137 | $92 | | 3 years | $1,092 | $985 | $766 | $655 | $1,041 | $930 | $766 | $655 | $766 | $655 | $636 | $523 | $462 | $347 | | 5 years | $1,480 | $1,307 | $1,321 | $1,144 | $1,546 | $1,369 | $1,321 | $1,144 | $1,321 | $1,144 | $1,110 | $929 | $809 | $622 | | 10 years | $2,563 | $2,215 | $2,662 | $2,314 | $2,662 | $2,314 | $2,833 | $2,492 | $2,833 | $2,492 | $2,421 | $2,063 | $1,788 | $1,407 |
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Delaware Conservative Allocation Portfolio:
| | Class A | Class B | Class B | Class C | Class C | Class R | Institutional | | | | | | | (if redeemed) | | | (if redeemed) | | | | | | | | Pro | | Pro | | Pro | | Pro | | Pro | | Pro | | Pro | | | Current | Forma | Current | Forma | Current | Forma | Current | Forma | Current | Forma | Current | Forma | Current | Forma | | 1 year | $721 | $685 | $230 | $193 | $630 | $593 | $230 | $193 | $330 | $293 | $180 | $143 | $129 | $92 | | 3 years | $1,077 | $987 | $751 | $657 | $1,026 | $932 | $751 | $657 | $751 | $657 | $620 | $525 | $445 | $349 | | 5 years | $1,457 | $1,311 | $1,298 | $1,148 | $1,523 | $1,373 | $1,298 | $1,148 | $1,298 | $1,148 | $1,086 | $933 | $784 | $626 | | 10 years | $2,520 | $2,225 | $2,618 | $2,324 | $2,618 | $2,324 | $2,791 | $2,501 | $2,791 | $2,501 | $2,376 | $2,073 | $1,740 | $1,417 |
How will the Restructuring be effected?
If the proposed amendment to the Investment Management Agreement is approved by each Portfolio’s shareholders, DMC anticipates that, to effect the Restructuring, the Portfolios will redeem its investments in each of the Underlying Funds. In an effort to reduce any potential adverse tax impact on the Underlying Funds and transaction costs associated withshall (i) selling securities by the Underlying Funds (to satisfy the redemption request by the Portfolios) and (ii) buying securities by the Portfolios (in connection with converting their investment portfolios to direct individual securities holdings), DMC proposed and the Boards of Trustees of the Underlying Funds approved such Portfolio’s request from each Underlying Fund that its redemption request be fulfilled by a pro rata in-kind distribution of the Underlying Fund’s portfolio securities to the extent practicable. Such an in-kind redemption would only be requested where a Portfolio’s investment in an Underlying Fund was of sufficient size to avoid the cost and complexity of processing small in-kind redemptions requests.
Does the proposed amendment affect any terms of the Investment Management Agreement other than the fee schedule?
The proposed amendment will affect no terms of the Investment Management Agreement except the fee schedule, which is attached as Exhibit A to the Investment Management Agreement. If approved, the proposed amendment would increase the fees paid by each Portfolio to DMC from 0.25% to 0.65% of average daily net assets, with fees decreasing upon meeting certain asset breakpoints, as described above and set forth in Exhibit A to the Investment Management Agreement. All other terms of the Investment Management Agreement would remain unchanged. Under such terms, DMC is charged with managing the investment and reinvestment of each Portfolio’s assets and administering its affairs, such as: regularly makingmake decisions as to what securities and other instruments to purchase and sell on behalf of each Portfolio; effectingthe Fund; (ii) effect the purchase and sale of suchthose investments in furtherance of each Portfolio’sthe Fund’s objectives and policies; and furnishing(iii) furnish the Board of Trustees with such information and reports regarding each Portfolio’sthe Fund’s investments as DMC deems reasonableappropriate or as the Trustees of the TrustBoard may reasonably request.
Subject to the primary objective of obtaining best execution, DMC may place orders for the purchase and sale of portfolio securities and other instruments with broker/dealers that provide statistical, factual, or financial information and services to a Fund, to DMC, or to other clients of DMC. Both the Current and New Investment Advisory Agreement for each Fund provide that the services of DMC are not exclusive to the Fund, and DMC and its affiliates may render services to others. The New Investment Advisory Agreements provide that DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for the Fund. DMC may terminate a 12
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. 8Fund Administration Services.DMC and Macquarie Group have advised the Boards that they anticipate and intend that the nature and level of administrative services provided to the Funds under their Current Investment Advisory Agreements, in combination with any administrative services agreements, will not be diminished as a result of the Transaction or the implementation of the New Investment Advisory Agreements. In addition, any fees for administrative services, whether payable under a Current Investment Advisory Agreement or a separate administrative agreement, will not increase as a direct result of the Transaction or the New Investment Advisory Agreement.
Payment of Expenses.The provisions contained in each Fund’s New Investment Advisory Agreement addressing allocation of expenses is substantially similar in all material respects to those contained in that Fund’s Current Investment Advisory Agreement. Both the Current and New Investment Advisory Agreements provide that each Fund is responsible for its own expenses, including costs incurred in the maintenance of a Fund’s corporate existence; the maintenance of the Fund’s books, records and procedures; dealing with the Fund’s shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and federal and state registration fees. In addition, to avoid uncertainty, certain other expenses that are paid by the Funds under the Current Investment Advisory Agreement are listed expressly as Fund expenses in the New Investment Advisory Agreement. These expenses include auditing, fund accounting and financial administration fees, and other costs and expenses approved by the Board. Except as expressly provided for in the Current and New Investment Advisory Agreements, DMC is not responsible for a Fund’s expenses. Directors, officers, and employees of DMC may be Trustees and officers of the Trusts, but directors, officers, and employees of DMC who are Trustees, officers and/or employees of the Trusts do not receive any compensation from the Trusts for acting in a dual capacity. DMC may share facilities common to each Fund, which may include legal and accounting personnel, with appropriate proration of expenses between the applicable Fund and DMC. Limitation on Liability.Under the Current and New Investment Advisory Agreements, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the investment adviser to a Fund, DMC shall not be liable to a Fund or to any shareholder for any action or omission arising in the course of, or connected with, rendering its services under the Agreement or for any losses arising from the purchase, holding or sale of any security, or otherwise. Term and Continuance.If approved by shareholders of a Fund, the New Investment Advisory Agreement for the Fund will terminate two years from the date of implementation, and will continue in effect from year to year if its continuance is specifically approved at least annually by both (i) the vote of a majority of the Fund’s Board or the vote of a 1940 Act Majority (as defined below) of the outstanding voting securities of the Fund and (ii) the vote of a majority of 13
the Independent Trustees cast in person at a meeting called for the purpose of voting on the approval. The Current Investment Advisory Agreements have similar provisions for their term and continuance, although the initial dates of the Agreements differ. The initial two year period has elapsed for most of the Current Investment Advisory Agreements. Each of the Current Investment Advisory Agreements was most recently approved by each Fund’s Board in May 2009. A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting called for the purpose of voting on the approval if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund. Termination.Each Fund’s New Investment Advisory Agreement generally provides that the Agreement may be terminated at any time, without the payment of any penalty, by the Fund upon giving DMC 60 days’ written notice, provided that the termination by the Fund is directed or approved by the vote of a majority of the Fund’s Board or by the vote of a 1940 Act Majority of the Fund’s outstanding voting securities. The New Investment Advisory Agreements may also be terminated by DMC on 60 days’ written notice. As required by the 1940 Act, each New Investment Advisory Agreement will also immediately terminate in the event of its “assignment” (as defined in the 1940 Act). The Current Investment Advisory Agreements contain similar termination provisions. Proxy Voting.Each Fund’s New Investment Advisory Agreement provides explicitly that DMC shall be responsible for voting proxies of portfolio securities of each Fund, a service currently provided by DMC but not provided for explicitly in the Current Investment Advisory Agreement. Amendments.To incorporate explicitly the requirements of the 1940 Act, each Fund’s New Investment Advisory Agreement provides that it may not be amended without a shareholder vote and a vote of the Independent Trustees, but that it may be amended without shareholder approval if the amendment relates solely to a change for which applicable laws and regulations do not require shareholder approval. Each Fund’s Current Investment Advisory Agreement does not contain a similar provision. Other Changes.Each Fund’s New Investment Advisory Agreement conforms the Current Investment Advisory Agreement with currently applicable laws and regulations and includes a number of minor wording changes that clarify non-material ambiguities in the Current Investment Advisory Agreement. Trustees’Additional Information about DMC
Appendix L provides the name, address and principal occupation of each executive officer and each trustee of DMC, and each individual who is an officer or Trustee of the Trusts and who is also an officer, employee or shareholder of DMC. The following Trustee Nominee and executive officers of the Trusts may receive a portion of the consideration described above as a result of the accelerated vesting of equity interests (the “Equity Interests”) in Delaware 14
Investments U.S., Inc. (“DIUS”), a subsidiary of DMHI and indirect parent of DMC, brought about by the Transaction: Patrick P. Coyne ____%; Michael J. Hogan ____%; See Yeng Quek ____%; Brian L. Murray, Jr. ____%; David P. O’Connor ____%; and Richard Salus ____%. ____%. See Appendix L for a list of the executive officer positions with the Trusts of each of the above named individuals. Generally, the Equity Interests will be fully vested and may be put back to DIUS or called by DIUS not later than thirteen months following the closing of the Transaction. The holders of the Equity Interests will only obtain a portion of the consideration described above if they put their vested Equity Interests back to DIUS or their Equity Interests is called by DIUS, and the dollar value of the Equity Interests will be ascertained at the time of the put or call, as the case may be. Certain other officers of DMC who are also officers of the Trusts own or hold vested or unvested stock or options on stock of LNC. Board Considerations and Determinationsin Approving the New Investment Advisory Agreements At the Trustees’an in-person meeting held on May 21September 3, 2009, the Boards, including the Independent Trustees, discussed and 22, 2008,unanimously approved the New Investment Advisory Agreement between each Fund and DMC. Concluding that approval of the New Investment Advisory Agreement would be in the best interests of each Fund and its shareholders, the Boards also directed that each New Investment Advisory Agreement be submitted to the applicable Fund shareholders for approval, and recommended that shareholders vote “FOR” approval of each New Investment Advisory Agreement. Prior to their approval of the New Investment Advisory Agreement between each Fund and DMC, pursuant to letters from their independent legal counsel addressed to Macquarie Group and DMC, the Trustees requested extensive materials about the Transaction and matters related to the proposed approvals. To assist the Boards in considering the New Investment Advisory Agreements, Macquarie Group provided materials and information about Macquarie Group, including detailed written responses to the questions posed to it by the Independent Trustees. DMC also provided materials and information about the Transaction, including detailed written responses to the questions posed to it by the Independent Trustees. The Coordinating Trustee and the Chair of each committee of the Boards, together with their independent legal counsel and Fund counsel, met with representatives of DMC and Macquarie Group to discuss the Transaction in very preliminary terms. Thereafter, the Independent Trustees, together with their independent legal counsel and Fund counsel, participated in a combination of four separate in-person meetings and telephone conference calls with representatives of DMC and Macquarie Group. In addition, meetings in person or by telephone were held between management of DMC and certain Independent Trustees on four occasions during the months preceding the Board’s in-person meeting. At these meetings and on these telephone calls, the Transaction and future plans for DMC and the Funds were discussed at length. Finally, the Independent Trustees consulted with their independent legal counsel in executive sessions on numerous occasions during the time period covered by the negotiation of the Transaction and discussed, among other things, the legal standards applicable to their review of the New Investment Advisory Agreements and certain other contracts and considerations relevant to their deliberations on whether to approve such New Investment Advisory Agreements. At the in-person meetings and telephonic conference calls, the Trustees discussed the Transaction with DMC management and with key Macquarie Group representatives. The meetings included discussions of the strategic rationale for the Transaction as discussed above under “Description of the Transaction,” and Macquarie Group’s general plans and intentions regarding the Funds and DMC. On these occasions, representatives of DMC and Macquarie Group made presentations to and responded to questions from the Trustees. The Board members also inquired about the plans for, and anticipated roles and responsibilities of, key employees and officers of DMHI and DMC in connection with the Transaction. 15
In connection with the Trustees’ review of the New Investment Advisory Agreements, DMC and/or Macquarie Group emphasized that: - Macquarie Group and DMC have assured the Trustees that there will be no adversechanges in the nature, quality, or extent of services currently provided to the Funds andtheir shareholders, including investment management, distribution, or other shareholderservices.
- No material changes in personnel or operations are contemplated in the operation ofDMC under Macquarie Group as a result of the Transaction and no material changes arecurrently contemplated in connection with third party service providers to the Funds.
- Macquarie Group has no present intention to cause DMC to alter the voluntary expensewaivers and reimbursements currently in effect for the Funds and, therefore, the advisoryand administrative fees would not increase by virtue of the Transaction or the NewAdvisory Agreements.
- Under the Transaction Agreement, Macquarie Group has agreed to conduct, and usereasonable best efforts to cause its affiliates to conduct, their respective businesses incompliance with the conditions of Section 15(f) of the 1940 Act with respect to theFunds, including maintaining Board composition of at least 75% of the Board membersqualifying as Independent Trustees and not imposing any “unfair burden” on the Fundsfor at least two years from the Closing.
In addition to the information provided by DMC and Macquarie Group as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the New Advisory Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, for each Fund, the Trustees determined that the overall arrangements between the Fund and DMC, as provided in the New Advisory Agreements, including the proposed advisory fee and the related administration arrangements between the Funds and DMC, were fair and reasonable in light of Trustees considered the proposal for the Restructuring. In particular,services to be performed, expenses incurred and such other matters as the Trustees considered relevant. Factors evaluated included: - The potential for expanding distribution of Fund shares through access to MacquarieGroup’s existing distribution channels as well as the
Portfolios’ operatingstrengthening of DelawareInvestments’ distribution capabilities through the acquisition of an exclusive wholesalingsales force from LNC.
- The reputation, financial strength, and resources of Macquarie Group as well as itshistoric and ongoing commitment to the asset management business in Australia as wellas other parts of the world.
- The terms and conditions of the New Investment Advisory Agreements, including thateach Fund’s total fees will not increase as a result of the New Investment AdvisoryAgreements, but rather will remain the same. (See “The New Investment AdvisoryAgreements” above).
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- At its in-person meeting in May 2009, each Board had performed a full annual review of,or initially approved, the Current Investment Advisory Agreement as required by the1940 Act and determined that DMC has the capabilities, resources, and personnelnecessary to provide the advisory and administrative services currently provided to eachFund. Each Board also determined that the advisory and/or management fees paid byeach Fund, taking into account any applicable fee waivers and breakpoints, representreasonable compensation to DMC in light of the services provided, the costs to DMC ofproviding those services, economies of scale, and the fees and other expenses paid bysimilar funds (including information provided by Lipper Inc. (“Lipper”, an independentstatistical compilation organization) and such other matters that the Boards consideredrelevant in the exercise of their reasonable judgment.
- The portfolio management teams for the Funds would not change as a result of theTransaction.
- LNC and Macquarie Group executed an agreement with the Trusts pursuant towhich LNC and Macquarie Group have agreed to pay all expenses of the Funds inconnection with the Boards’ consideration of the Transaction, the New InvestmentAdvisory Agreements and related agreements, and all costs related to this proxysolicitation. The agreement also provides for indemnification by LNC or Macquarie Group, as applicable, of the Funds and the Trustees for any losses arising from claims that certain information provided by LNC or Macquarie Group for this Proxy Statement is untrue or misleading. As a result, the Funds will bear no costs in evaluating the Transaction orseeking or obtaining shareholder approval of the New Investment Advisory Agreements.
- The likelihood that Macquarie Group would invest in DMC, resulting in potentialbenefits to the Funds and the shareholders, including the possibility of increased assetsunder management which would allow some Funds the potential opportunity to achieve economies ofscale and lower fees.
- The compliance and regulatory history
performanceof Macquarie Group and historical sales.its affiliates.
Certain of these considerations are discussed in more detail below. In making its decision relating to the approval of each Fund’s New Investment Advisory Agreement, the Independent Trustees gave attention to all information furnished, however, the following discussion identifies the primary factors taken into account by the Trustees in approving the New Investment Advisory Agreements. Nature, Extent, and Quality of Service. The Trustees considered the fact that the Restructuring would substantially reduce indirect fees and expenses for the Portfolios, and result in an anticipated reduction in total expenses after waivers from 1.69%, 1.60% and 1.52% of average net assets for Class A shares of the Aggressive Allocation, Moderate Allocation and Conservative Allocation Portfolios, respectively, to 1.15% for each of the Portfolios in the first year following the Restructuring including the effect of the one year fee waiver. The Trustees also considered potential growth opportunities for the Portfolios following the proposed Restructuring, given the potential advantages of the proposed strategy changesservices historically provided by DMC to the Portfolios, i.e., permitting increased investment in foreign securities, including emerging market securities, the enhanced ability to adapt to changes in world marketsFunds and the possibility of tactical allocation across international markets. The Trustees also considered Management’s intention to effect the transaction through redemptions in-kind to the extent practicable to avoid certain transaction costs. With respect to the proposed amendment to the Investment Management Agreement, the Trustees considered that in exchange for an increase in management fees, DMC would be taking on additional responsibilities for direct management of assets and implementation of asset allocation strategies on behalf of the Portfolios in connection with the proposed Restructuring. The Trustees also considered the proposed introduction of breakpoints, as described above, which would permit the Portfolios to recognize economies of scale with sufficient growth of assets under management. More generally, the Trustees consideredtheir shareholders. In reviewing the nature, extent, and quality of services, DMC had providedthe Boards considered that the New Investment Advisory Agreements will be substantially similar to the PortfoliosCurrent Investment Advisory Agreements (as discussed under "The New Investment Advisory Agreements"), and therefore, considered the Underlying Funds, includingmany reports furnished to the Boardthem throughout the year2008 and 2009 at regular Board Meetingsmeetings covering matters such as:as the relative performance of the Portfolios; the Underlying Funds; compliance of portfolio managers with the investment policies, strategies, and restrictions for the Portfolios;Funds; the compliance of management personnel with the Code of Ethics adopted throughout the Delaware Investments®Family of Funds complex; and the adherence to fair value pricing procedures as established by the Trustees.Boards. The Trustees were pleased with the current staffing of DMC and the emphasis placed on research
17
and risk management in the investment process. Favorable consideration was given to DMC’s efforts to maintain expenditures and, in some instances, increase financial and human resources committed to Fund matters. The Boards also considered the transfer agent and shareholder services that would continue to be provided to PortfolioFund shareholders by Delaware Investments’DMC’s affiliate, Delaware Service Company, Inc. (“DSC”), noting. The Board routinely reviews and has been impressed by DSC’s performance. The Trustees noted, in particular, DSC’s commitment to maintain a high level of service and the continuingas well as DMC’s expenditures by Delaware Investments to improve the delivery of shareholder services. Additionally, during 2007, Management successfully commencedThe Boards were assured that shareholders would continue to receive the outsourcingbenefits provided to Fund shareholders by being part of certainthe Delaware Investments Family of Funds, including each shareholder’s ability to exchange an investment accounting functions that are expectedin one Delaware Investments Fund for the same class of shares in another Delaware Investments Fund without a sales charge, to improvereinvest Fund dividends into additional shares of any of the Funds, and the privilege to combine holdings in other Funds to obtain a reduced sales charge. For the foregoing reasons, the Boards were satisfied with the nature, extent, and quality and cost of delivering investment accountingthe overall services to the Portfolios.provided by DMC. Investment Performance.The Trustees considered the overall investment performance of DMC.DMC and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. Although the Trustees give appropriate consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight was given to the approval of the Current Investment Advisory Agreements at the in-person meeting in May 2009. At that meeting, the Trustees reviewed Lipper reports prepared for each Fund showing the investment performance in comparison to a group of funds selected by Lipper Inc. (an independent statistical compilation organization)as being similar to such Fund (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest, ranked last. The highest/best performing 25% of funds in the Performance Universe make up the first quartile; the next 25% make up the second quartile; the next 25% make up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe make up the fourth quartile. Comparative annualized performance for prior annual contract renewal meetings.each Fund was shown for the past 1-, 3 , 5-, and 10-year periods. The Boards’ objective was that each Fund’s performance for the periods considered be at or above the median of its Performance Universe. During the May 2009 agreement review process, the Trustees observed the significant improvements to relative investment performance of the funds in the Delaware Investments Family of Funds compared to the information presented at the May 2008 meeting. At their meeting on September 3, 2009, the Trustees examined the investment performance of all of the funds in the Delaware Investments Family of Funds and compared the performance of each fund in the Delaware Investments Family of Funds relative to that of its respective peer group for the 1-, 3 , 5-, and 10-year periods ended June 30, 2009 against the corresponding relative investment performance of the Funds for such time periods ended December 31, 2008. As of June 30, 2009, 29 of the funds in the Delaware Investments Family of Funds had investment performance relative to that of the respective peer groups that was as good as or better than the corresponding relative investment performance at December 31, 2008 for all four time periods. At June 30, 2009, an additional 9 funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was better than the corresponding relative investment performance at December 31, 2008 for three of the four time periods. At June 30, 2009, 19 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was approximately the same as that of the corresponding relative performance at December 31, 2008 and only 22 funds in the Delaware Investments Family of Funds had poorer relative investment performance at June 30, 2009 compared to that at December 31, 2008. The Trustees, considered management fee and totaltherefore, concluded that investment performance of the funds in the Delaware Investments Family of Funds on an aggregate basis had continued to improve relative to their respective peer groups since the data reviewed at the May 2009 meeting. The Trustees also noted that the proposed continuity of DMC’s operations after the Transaction would be expected to mitigate any adverse impact on Fund performance arising from the Transaction. Comparative Expenses. The Trustees also evaluated expense comparison data for the Portfolios and other comparable funds presentedDelaware Investments®Family of Funds previously considered in the Board materials. ManagementMay 2009. At that meeting, DMC had provided the TrusteesBoards with information on pricing levels and fee structures for the Portfolios.Funds and comparative funds. The Trustees focused particularly on the comparative analysis of the effective management fees and total expense ratios of each Fund versus the Portfolios and theeffective management fees and expense ratios of a group of funds selected by Lipper as being similar funds.to each Fund (the “Expense Group”). In reviewing comparative costs, each Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the 18
contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) of other funds within the Expense Group, taking into account any applicable breakpoints and fee waivers. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees noted theiralso considered fees paid to Delaware Investments for non-management services. The Trustees' objective to limit thewas for each Fund’s total expense ratio to an acceptable range. The Board was satisfiedbe competitive with that of the Expense Group. At the September 3, 2009 meeting, the Boards noted that the more recent comparative expenses for the Funds remained consistent with the proposed management feesprevious review in May 2009. The Boards were assured that there was no current intention to change DMC’s existing voluntary expense waivers and anticipated post-Restructuring total expensesreimbursement policy as a result of the Portfolios in comparison to other similar funds.Transaction, and that, consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the closing of the Transaction. 9Management Profitability
. The Trustees alsoBoards once again considered the level of profits to be realized by DMC and its affiliate fund service providers (“Delaware Investments”) in connection with the operation of the Portfolios. In this respect,Funds. The Boards previously considered the Trustees consideredlevel of profits realized by DMC in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed the Investment Management Profitability Analysis that addressedaddressing the overall profitability of Delaware Investments’ business in providing management and other services to each of the individual Delaware fundsFunds and the Delaware Investments Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability. At the May 2009 meeting, representatives of DMC had stated that the level of profits of DMC, to a certain extent, reflect operational cost savings and efficiencies initiated by Delaware Investments (including DMC and its affiliates that provide services to the Funds). The Trustees alsoBoards considered Delaware Investments’ efforts to improve services provided to Fund shareholders, to meet additional regulatory and compliance requirements resulting from recent industry-wide SEC initiatives and the extent to which Delaware Investments might derive ancillary benefits from PortfolioFund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments Family of Funds and the benefits from allocation of fundFund brokerage to improve trading efficiencies. The Boards found that the management fees were reasonable in light of the services rendered and the level of profitability of DMC. At the September 3, 2009 meeting, DMC advised the Boards that DMC did not expect the Transaction to affect materially the profitability of Delaware Investments compared to the level of profitability considered during the May 2009 review. The Boards also noted Macquarie Group’s commitment to maintain sufficient capitalization of DMC and Delaware Investments to continue the same level and quality of services to the Funds. Economies of Scale. The Trustees considered whether economies of scale arewould be realized by Delaware Investments as each Portfolio’sFund’s assets increase and the extent to which any economies of scale arewould be reflected in the level of investment management fees charged. The Trustees took into account DMC's practice of maintaining the breakpointscompetitive nature of management fees based on its benchmarking analysis for the Funds. Management believed, and the Boards agreed, that the Funds were priced with relatively low management fees to reflect potential economies of scale up front. The Boards also acknowledged Macquarie Group’s statement that the Transaction would not by itself immediately provide additional economies of scale given Macquarie Group’s limited presence in the U.S. mutual fund market. Nonetheless, the Trustees believed that additional economies of scale could potentially be achieved in the future if DMC were owned 19
by Macquarie Group as a result of Macquarie Group’s willingness to invest further in DMC’s asset management business, particularly with respect to distribution. Fall-Out Benefits.The Trustees considered that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities. They reviewed information about practices with respect to allocating portfolio brokerage for brokerage and research services. The Trustees recognized that DMC’s profitability would be somewhat lower without these benefits. The Trustees noted that DMC may derive reputational and other benefits from their association with each Fund. Other Board Considerations.As previously noted at the May 2009 meeting, the Boards separately received and reviewed independent historical and comparative reports prepared by Lipper. The Lipper reports compared each Fund’s investment performance and expenses with those of other comparable mutual funds in the peer group. The Independent Trustees discussed such reports with independent legal counsel at the meeting. The Boards requested and received certain information regarding the policies of DMC with respect to advisory fee levels and its philosophy with respect to breakpoints; the structure of portfolio manager compensation; DMC’s profitability; as well as any constraints or limitations on the availability of securities in certain investment styles that might inhibit DMC’s ability to invest fully in accordance with Fund policies. At the in-person meeting on September 3, 2009, the Boards noted that there had been no significant changes to the Lipper or other information reported at the May 2009 meeting. The Board was told that the Transaction and Macquarie Group’s acquisition of Delaware Investments would not, by itself, be expected to materially change this information. The Transaction.The Trustees received and reviewed the Transaction Agreement. The Trustees considered the purchase price to be paid and noted the conditions for the closing of the Transaction, including the requirements for obtaining consents to the change in control from DMC’s advisory clients, such as the Funds. The Trustees were told that DMC would continue to manage LNC’s general account assets. The Trustees also considered the representations, warranties, and covenants made by the parties to the Transaction, including those related Section 15(f) of the 1940 Act. Board Review of Macquarie Group.The Trustees reviewed detailed information supplied by Macquarie Group about its operations as well as other information regarding Macquarie Group provided by their independent legal counsel. By reviewing a pro forma balance sheet of Delaware Investments as of the closing of the Transaction (which was provided by Macquarie Group in response to the Trustees’ request), the Trustees considered Macquarie Group’s projections of Delaware Investments’ capitalization following the Transaction and Delaware Investments’ ability to continue to provide the same level and quality of services to the Funds. The Trustees noted that there would be a transition period during which some services previously provided by LNC to Delaware Investments would be provided by Macquarie Group after the Closing. Macquarie Group described its proposed changes to Delaware Investments’ corporate governance, primarily through the anticipated addition of certain Macquarie Group officers to DMHI’s board of directors and to Delaware Investments’ distribution and product management affiliates. The Trustees considered favorably Macquarie Group’s statement that there would be no significant change to the executive, administrative, investment or support staff of Delaware Investments. Macquarie Group described the proposed harmonization of the compensation system in use at Delaware Investments with the compensation plan used by Macquarie Group, 20
including short-term and long-term incentive compensation and equity interests for executive officers and investment personnel as well as support staff. Macquarie Group described its current intention to enhance certain administrative and operation areas of DMC following the Transaction, including information technology, product management, and risk management. The Trustees also considered Macquarie Group’s support for Delaware Investments’ plans for Fund distribution by transferring wholesalers from Lincoln Financial Distributors, LNC’s retail distributor, to Delaware Investments and Macquarie Group’s intention to leave the Funds’ other service providers in place. Noting that asset management is one of its core businesses, Macquarie Group described for the Boards’ consideration its current strategic plans to grow its asset management activities, particularly in the Northern Hemisphere. The Boards considered Macquarie Group’s representation that the acquisition of DMC is an important component of this strategic growth and the establishment of a significant presence in the United States. As a subsidiary of an Australian bank, Delaware Investments would be subject to certain Australian bank regulations following the Transaction. The Boards reviewed material supplied by Macquarie Group describing the new requirements to which Delaware Investments would be subject, including those related to disclosure, fund holdings, affiliated transactions, advisory agreements, and fee waivers. The Boards further considered certain exemptive relief that had been provided to Macquarie Group by the Australian bank regulator in anticipation of the Transaction as well as the nature of future relief that may be required. Macquarie Group represented, and the Boards concurred, that the Australian bank regulatory requirements would not have a material effect on the operations of DMC or the Funds, including DMC’s ability to continue to provide voluntary expense waivers and reimbursements to the Funds or to contribute appropriate levels of seed capital to new Funds. The Trustees noted that DMC has placed brokerage transactions with a broker-dealer affiliate of Macquarie Group and received research in connection with those transactions. In addition, certain other Macquarie Group affiliates participate as underwriters for securities offerings outside of the United States. The Boards determined to regularly monitor brokerage transactions with Macquarie Group affiliates for compliance with the requirements of Section 15(f) and Section 17(e) of the 1940 Act, and to ensure compliance with the Funds’ procedures under Rule 10f-3 promulgated under the 1940 Act for offerings in which a Macquarie Group affiliate is a member of the underwriting syndicate. Conclusion. The Independent Trustees of each Fund deliberated in executive session; the entire Board of each Fund, including the Independent Trustees, then approved each New Investment Advisory Agreement. The Boards concluded that the advisory fee rate under each New Investment Advisory Agreement is reasonable in relation to the services provided and that execution of the New Investment Advisory Agreement is in the best interests of the shareholders. For each Fund, the Trustees noted that they had concluded in their most recent advisory agreement continuance considerations in May, 2009 that the management fees and total expense ratios were at acceptable levels in light of the quality of services provided to the Funds and in comparison to those of the Funds’ peer group; that the advisory fee would not be increased and would stay the same for all of the Funds; that the total expense ratio had not changed materially since that determination; and that DMC had represented that the overall expenses for each Fund were not expected to be adversely affected by the Transaction. On that basis, the Trustees concluded that the total expense ratio and proposed advisory fee for each such Fund anticipated to result from the Transaction was acceptable. The Trustees also noted, with respect to the Funds that currently had the benefit of voluntary fee waivers, that Macquarie presently intended to continue such waivers. In approving each New Investment Advisory Agreement, each Board stated that it anticipated reviewing the continuance of the agreement in advance of the expiration of the initial two-year period. 21
Required Vote To become effective with respect to a particular Fund, the New Investment Advisory Agreement for that Fund must be approved by a 1940 Act Majority vote of the Fund’s outstanding voting securities. The approval of one Fund’s New Investment Advisory Agreement is not contingent on the approval of any other Fund’s New Investment Advisory Agreement. Each New Investment Advisory Agreement was approved separately by the Independent Trustees, and by the Board of the applicable Trust as a whole, after consideration of all factors that it determined to be relevant to its deliberations, including those discussed above. The Board of each Trust also determined to submit each applicable Fund’s New Investment Advisory Agreement for consideration by the shareholders of the Fund. If the shareholders of a Fund do not approve the Fund’s New Investment Advisory Agreement, the Board of such Fund will consider other possible courses of action for the Fund. FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT. Section 15(f) of the 1940 Act The Boards have been advised that the parties intend to rely on Section 15(f) of the 1940 Act, which provides that an owner (such as LNC and LNIC) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the changesale of an interest in the investment management fee. Breakpointsadviser only if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the investment management fee occur when the fee rate is reduced on assets in excess of specified levels. This results in a lower investment management fee than would otherwise be the case on all assets when those asset levels specified are exceeded. The Trustees noted that the fee proposed under the Portfolios’ Investment Management Agreement fell within the standard structure for special domestic equity funds and domestic fixed income funds. Although no Portfolio had reached a size at which it can take advantage of breakpoints, the Trustees recognized that the fee is structured so that when the Portfolio grows, economies of scale may be shared. The Trustees also considered Delaware Investments’ efforts to improve services provided to Portfolio shareholders. Based upon all1940 Act) of the foregoing,investment adviser or its predecessor. Each Fund’s Board currently meets this test and is expected to do so after the Trustees foundTransaction is completed. Second, no “unfair burden” can be imposed on the proposed investment management fees to be reasonable in lightcompany as a result of the servicestransaction. 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 be rendered.
Why are you asking me to vote?
Although total expenses of each Portfolio (including indirect expenses) under the terms of the proposed Restructuring will be reduced, the proposed amendment to the Investment Management Agreement to increase the fees payable to DMC requires shareholder approval. In addition, as noted above, there is currently a contractual total expense limitation of 0.55% of net assets (not including 12b-1 fees, non-routine expenses,receive any compensation, directly or acquired fund expenses) that isindirectly, (i) from any person in place for each of the Portfolios through January 2009. Shareholder approval of the amendment to the Investment Management Agreement will be considered approval of the replacement of the current expense limitationconnection with the proposed contractual total expense limitationpurchase or sale of 0.90% of net assets (not including 12b-1 feessecurities or non-routine expenses, but including acquired fund expenses) for each Portfolio for one year following completion of the Restructuring.
When will the proposal take effect?
If the shareholders of each of the Aggressive Allocation, Moderate Allocation and Conservative Allocation Portfolios approve the proposal, the Portfolios will effect the Restructuring, which DMC anticipates will be completed during the fourth-quarter of 2008. If the proposed changeother property to, the investment management fee is not approved by the shareholders of each Portfolio, each of the Portfolios will continue to operate as a fund of funds as they currently do.
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ADDITIONAL INFORMATION ABOUT DMC AND OTHER SERVICE PROVIDERS DMC
DMC,located at 2005 Market Street, Philadelphia, PA 19103, is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) and serves as the investment manager for each Portfolio pursuant to an agreement between the Trust on, behalf of each Portfolio, and DMC. The Trust,from or on behalf of the Moderate Allocation and Conservative Allocation Portfolios, and DMC entered intoinvestment company (other than bona fide ordinary compensation as principal underwriter for the Investment Managementinvestment company) or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). Macquarie Group has agreed under the Transaction Agreement on April 1, 1999 in connection with an effort to standardizethat, following the form of Agreement among all Delaware Investments Funds, which was approved by shareholders on March 17, 1999. The Investment Management Agreement was amended by the Trust and DMC on April 15, 1999 to add the Aggressive Allocation PortfolioClosing, to the Investment Management Agreement, which was approved by shareholders on April 13, 1999. The Investment ManagementAgreement hasextent within its control, it will not since been submitted for shareholder approval. The Investment Management Agreement’s continuance was most recently approved bytake or fail to take (or cause its affiliates to take or fail to take) any action that would have the Trusteeseffect, directly or indirectly, of causing the requirements of Section 15(f) of the Portfolios on May 22, 2008.
DMC is a series1940 Act not to be met in respect of Delaware Management Business Trust, which is a subsidiary of Delaware Management Holdings, Inc. (“DMH”). DMH is a subsidiary,the Transaction. In that regard, from and subjectafter the Closing date and to the ultimateextent within its control, the Macquarie Group has agreed to conduct its business (and to cause each of Lincoln National Corporation (“Lincoln”). Lincoln, with headquarters at 1500 Market Street, Suite 3900, Philadelphia, PA 19102, is a diversified organization with operations in many aspects ofits affiliates to conduct its business) so as to assure that the financial services industry, including insurance and investment management.two aforementioned conditions are satisfied.
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The principal executive officer andMore Information about the director of DMC, and their principal occupations within DMC, are as follows: Patrick P. Coyne, President; and See Yeng Quek, Executive Vice President, Managing Director, and Chief Investment Officer–Fixed Income. The address of the principal executive officer and the director of DMC isFunds
Transfer Agency Services.DSC, 2005 Market Street, Philadelphia, Pennsylvania 19103-7094. Patrick P. Coyne, the principal executive officer19103, an affiliate of DMC, acts as the shareholder servicing, dividend disbursing, and transfer agent for the Funds. For its shareholder servicing, dividend disbursing services, and transfer agency services, DSC is alsopaid an annual per account charge of $11.00 for each open account and $6.50 for each closed account on its records and each account held on a Trusteesub-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 Trust, as well as Chairman, President,last calendar day of each month. Compensation is fixed each year and Chief Executive Officerapproved by each Board, including a majority of the Trust.Independent Trustees.
DST Systems, Inc. (“DST”), 430 W. 7thStreet, Kansas City, Missouri 64105, provides subtransfer agency services to the Funds. In connection with these services, DST administers the overnight investment of cash pending investment in the Fund or payment of redemptions. The following officersproceeds of DMCthis investment program are also officersused to offset the Fund’s transfer agency expenses. Fund Accountants. The Bank of the Trust: Michael J. Hogan serves as Executive Vice President and Head of Equity Investments of DMC and the Trust; See Yeng Quek serves as Executive Vice President and Managing Director–Fixed Income of the Trust; Brian L. Murray Jr. serves as Senior Vice President and Chief Compliance Officer of DMC and the Trust; David P. O’Connor serves as Senior Vice President, Strategic Investment Relationships and Initiatives, and General Counsel of DMC and the Trust; Francis X. Morris serves as Senior Vice President and Chief Investment Officer–Core Equity of DMC and the Trust; Richard Salus serves as Senior Vice President, Controller, and Treasurer of DMC, and Senior Vice President and Chief Financial Officer of the Trust; David F. Connor serves as Vice President, Deputy General Counsel, and Secretary of DMC and the Trust; Daniel V. Geatens serves as Vice President and Director of Financial Administration of DMC, and Vice President and Treasurer of the Trust; Christopher S. Adams serves as Vice President, Portfolio Manager, and Senior Equity Analyst of DMC and the Trust; Michael S. Morris serves as Vice President, Portfolio Manager, and Senior Equity Analyst of DMC and the Trust; and Donald G. Padilla serves as Vice President, Portfolio Manager, and Senior Equity Analyst of DMC and the Trust. On March 31, 2008, DMC was managing more than $140 billion in assets in various institutional or separately managed investment company and insurance accounts.
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Other Service Providers
The Portfolios each receive administrative services from DMC, DSC, andNew York Mellon Bank, N.A. (“BNY Mellon”). Mellon is located at, One Mellon Center, Pittsburgh, PA 15258, andWall Street, New York, New York 10286-0001, provides fund accounting and financial administration services to each Fund. Those services include performing functions related to calculating each Fund’s net asset value (“NAV”) and providing financial reporting information, regulatory compliance testing, and other related accounting services. For these services, the Portfolios.Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.
DSC an affiliate of the DMC, is located at 2005 Market Street, Philadelphia, PA 19103, and provides fund accounting and financial administration oversight services to the Portfolios.Funds. Those services include overseeing the Fund’s pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSC also serves asmanages the Portfolios’ shareholder servicing, dividend disbursing and transfer agent. For its services, DSC received $148,068, $115,000, and $98,084 from the Aggressive Allocation, Moderate Allocation, and Conservative Allocation Portfolios, respectively,process for the fiscal year ended September 30, 2007.payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSC is an indirect subsidiaryasset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DSC for the services described above are allocated among all funds in the Delaware Investments®Family of DMH and, therefore, of Lincoln.Funds on a relative NAV basis. The Distributor, an affiliateDistribution Services. Pursuant to underwriting agreements relating to each of DMC, is located atthe Funds, DDLP, 2005 Market Street, Philadelphia, PAPennsylvania 19103, and serves as the principal underwriter and national distributor for the Funds. DDLP pays the expenses of the Portfolios’ shares. The Distributor bears all of the costs of promotion and distribution of Portfoliothe Funds’ shares, except for payments by the PortfoliosFunds on behalf of Class A Shares, Class B Shares, Class C, and Class R Shares, as applicable under their respective Rule 12b-1 Plans. For its services,DDLP also receives sales loads in connection with the Distributor received $245,855, $197,830,purchase and $125,887 from the Aggressive Allocation, Moderate Allocation, and Conservative Allocation Portfolios, respectively, for the fiscal year ended September 30, 2007. The Distributorredemption of certain classes of shares. DDLP is an indirect subsidiary of DMH,DMHI and therefore, of Lincoln.
Lincoln Financial Distributors, Inc. (“LFD”),is an affiliate of DMC.
Following the DMC, serves as the Portfolios’ financial intermediary wholesaler, and isTransaction, DDLP will be primarily responsible for promoting the sale of PortfolioFund shares through broker/dealers, financial advisors and other financial intermediaries. The fees associatedThis function is currently provided by Lincoln Financial Distributors, Inc. (“LFD”), 130 N. Radnor- 23
Chester Road, Radnor, PA 19087-5221, pursuant to a contractual arrangement with LFD’s services to the Portfolios are paid by the Distributor and not by the Portfolios.DDLP. LFD is located at 2001 Market Street, Philadelphia, PA 19103.owned by LNC and is an affiliate of DDLP and DMC. No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC during the Fund’s most recently completed fiscal year. VOTING INFORMATION Proxy SolicitationHow will shareholder voting be handled?
This proxy solicitation is being made 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 Boarddate of Trusteesthe Meeting, the Meeting may be adjourned for usethat 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 accordance with the recommendations of Management on questions of adjournment and any items other than the Proposals that properly come before the Meeting. A majority of the votes cast by shareholders of 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 proxy solicitationgenerally occurs only when there is being made primarily by mail, butanother 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 made through telephone, telegram, telecopyofficially 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 accordance with the recommendations of Management on any matters that properly come before the Meeting or other electronic media, advertisements, or oral or other communications by officers or employeesany adjournment of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting. If your shares are held of record by 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. 24
May I revoke my proxy? Shareholders may revoke their proxy for a Fund at any time before it is voted by sending a written notice to the Fund expressly revoking their 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 and, if you wish to vote in-person at the Meeting, you must obtain a legal proxy from your broker of record and present it at the Meeting. What other matters will be voted upon at the Meeting? The Boards do not intend to bring any matters before the Meeting other than as described in this Proxy Statement. Because this is a Special Meeting, the Boards do not anticipate that any other matters will be brought before the Meeting by others. If any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with the recommendations of Management of each Fund. Who is entitled to vote? Only shareholders of record on the Record Date will be entitled to vote at the Meeting on the matters described in this Proxy Statement. The table in Appendix M shows as of July 31, 2009, as to each class of voting securities of the Funds, the number of shares outstanding. What is the Quorum Requirement? A “Quorum” for a Trust or its affiliates. The Trust may also employ a professional proxy solicitation firm. The cost of the solicitation is being paid by DMC. Management is unable to estimate precisely the costs of solicitation because there can be circumstances that result in unanticipated levels of expense (e.g., difficulty with the solicitation of proxies, etc.particular Fund means one-third (33 1/3%); however, Management anticipates that the total cost of the proxy solicitation, including legal costs, will be approximately $86,000. 12
The Portfolios will request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. The Portfolios may reimburse broker-dealer firms, custodians, nomineesthat 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? Any out-of-pocket costs and fiduciaries for their reasonable expenses incurred by the Funds related to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in connection with the Meeting, will not be borne by the Funds. Macquarie Group and LNC have agreed to bear any such proxy solicitation. In addition to solicitations by mail, officerscosts and employees ofexpenses equally as provided in the Trust, DMC, and its affiliates, without extra pay, may conduct additional solicitations by telephone, telecopy and personal interviews.Transaction Agreement. The Trust hasFunds have engaged Computershare Fund Services, Inc. (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders with respect to the proposal at an anticipated estimated cost of $5,500 per Portfolio, including out of pocketapproximately $750,000. Fees and expenses which willmay be borne by DMC.greater depending on the effort necessary to obtain shareholder votes. The Trust has also agreed to indemnifyagreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws. What other solicitations will be made? This proxy solicitation is being made by the Board of each Fund for use at the Meeting. In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. Reasonable out-of-pocket expenses of broker/dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred 25
in connection with such proxy solicitation will be shared equally by LNC and Macquarie Group as provided above. In addition to solicitations by mail, officers and employees of the Funds, 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, certain shareholders of the Portfoliosyou may receive a telephone call from a representative of Computershare if theiryour votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, or the zip code or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, 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 solicited agrees withelicited matches the information previously provided to Computershare, then the Computershare representative has the responsibility to explain the voting process, read the proposalProposals listed on the proxy card, and ask for the shareholder’s instructions on the proposal.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. How can I vote?Why did my household receive only one copy of this Proxy Statement?
You may attend Unless you have instructed the Meeting and voteFunds 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 person. You may also vote by completing and signinga Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the enclosedmailing of proxy card and mailing itsolicitation materials to be combined with those of other members of your Household in the postage paid envelope provided. Afuture, 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 1-800-523-1918.
How do I submit a shareholder proposal for inclusion in a Trust’s proxy card is, in essence,statement and form of proxy for a ballot. If you simply sign and date the proxy card but give no voting instructions, your shares will be voted in favorTrust’s next annual meeting? The governing instruments of the proposal andTrusts do not require that the Funds hold annual meetings of shareholders. Each Fund will, however, be required to call meetings of shareholders in accordance with the views of Management upon any unexpected matters that come before the Meeting or adjournmentrequirements of the Meeting. If you sign and return1940 Act to seek approval of new or material amendments to advisory arrangements or of a proxy card, youchange in the fundamental investment policies, 26
objectives or restrictions of the Funds. Each Fund also would be required to hold an annual 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 still attend the Meeting to vote your shares in person. If your shares are held of recordbe called by a broker-dealer and you wish to vote in person at the Meeting, you should obtain a Legal Proxy from your broker of record and present it at the Meeting. 13
You may also revoke your proxy at any time before the Meeting: (i) by notifying Delaware Investments in writing; (ii) by submitting a later signed proxy card; or (iii) by voting your shares in person at the Meeting. Any letter of revocation or later-dated proxy card must be received by Delaware Investments prior to the Meeting and must indicate your name and account number to be effective. 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 copy.
Each shareholder may cast one vote for each full share and a partial vote for each partial sharemajority of the Portfolio that they ownTrustees, the Chairperson of the Board, the President of the Trust, or on the record date, which is June 25, 2008 (“Record Date”).
How many votes are necessary to approve the proposal?
Thirty-three and one-third percent (331/3%)written request of a Portfolio’s shares outstanding and entitled to vote on the Record Date, represented in person or by proxy, makes up a quorum and must be present for the transaction of business at the Meeting. When a quorum is present, the approval of the proposal on behalf of a Portfolio requires the affirmative vote by the lesser of (a) 67% or more of the shares present in person or represented by proxy at the Meeting, if the holders of more than 50%specified percentage of the outstanding shares are present or representedof a Trust (or of a particular Fund if the meeting relates solely to that Fund).
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting must send their written proposal to that Fund a reasonable time before the Board’s solicitation relating to such meeting is to be made. Shareholder proposals must meet certain legal requirements established by proxy; or (b) more than 50%the U.S. Securities and Exchange Commission, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement. The persons named as proxies in future proxy materials of the outstanding shares. In the eventa Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that all three Portfolios do not receive the required affirmative vote, each of the Portfolios will continue to operate as a fund of funds. Abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which (i) instructions haveproposal has not been received fromby that Fund a reasonable period of time before the beneficial owners or persons entitledBoard’s solicitation relating to vote and (ii)such meeting is made. Written proposals with regard to a Fund should be sent to the broker or nominee does not have discretionary voting power on a particular matter), if any, will be included for purposesSecretary of determining whether a quorum is presentthe Fund, David F. Connor, at the Meeting. Theyaddress of the Funds given above.
How may I communicate with the Boards? Shareholders who wish to communicate to the full Boards may address correspondence to Ann R. Leven, Coordinating Trustee for the Trusts, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103. Shareholders may also send correspondence to the Coordinating Trustee or any individual Trustee c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Trust management will be treated as votes present atpromptly forward all such correspondence to the Meeting, but will not be treated as votes cast. They therefore would haveintended recipient(s). PRINCIPAL HOLDERS OF SHARES As of July 31, 2009, the same effectofficers and Trustees of the Trusts, as a vote “AGAINST” the proposal. The Portfolios do not anticipate receiving any broker non-votes. Who is entitled to vote?
Only shareholders of record of the Portfolios at the close of business on the Record Date, June 25, 2008, will be entitled to vote at the Meeting. As of the Record Date, the number of shares outstanding of each Portfolio, as well as the number of shares outstanding attributable to each class of shares of each Portfolio, are shown below:
| | Total | | | | | | | | | | | | | Outstanding | | Class A | | Class B | | Class C | | Class R | | Institutional | | | Shares | | Shares | | Shares | | Shares | | Shares | | Shares | Delaware | | | | | | | | | | | | | Aggressive | | | | | | | | | | | | | Allocation | | | | | | | | | | | | | Portfolio | | | | | | | | | | | | | | Delaware | | | | | | | | | | | | | Moderate | | | | | | | | | | | | | Allocation | | | | | | | | | | | | | Portfolio | | | | | | | | | | | | | | Delaware | | | | | | | | | | | | | Conservative | | | | | | | | | | | | | Allocation | | | | | | | | | | | | | Portfolio | | | | | | | | | | | | |
14
PRINCIPAL SHAREHOLDERS
[At the Record Date, the Trustees and officers of the Trust as a group, beneficially owned less than 1% of the outstanding voting shares of any Fund or class of shares of any Portfolio.]thereof, except as noted in Appendix N.
To the best knowledge of the Trust,Trusts, as of the Record Date,July 31, 2009, no person, except as set forth in Appendix B,O, owned of record 5% or more of the outstanding shares of any class of any Portfolios.Fund. Except as noted in Appendix O, the Trusts have no knowledge of beneficial ownership. 27
APPENDICES TO
PROXY STATEMENT OTHER MATTERS TO COME BEFORE THE MEETINGAPPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT
The Board of Trustees does not intend to present any other business at the Meeting, nor is it aware that any shareholder intends to do so. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying proxy card will vote on those matters in accordance with their judgment.APPENDIX B - TRUSTEES OF THE TRUSTS
SHAREHOLDER PROPOSALSAPPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS
The Portfolios do not hold annual shareholder meetings. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trust, at 2005 Market Street, Philadelphia, Pennsylvania 19103,APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTERso that they will be received at a reasonable time before the printing or mailing of proxy materials has begun.
ADJOURNMENTAPPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
The Meeting may be adjourned at any time during the course of the meeting, whether or not a quorum is present, by a majority of the votes cast by those shareholders in person at the Meeting or by proxy, or by the chairperson of the Meeting. An adjournment may be made with respect to the proposal to be voted upon at the Meeting on behalf of any one or more Portfolios, and any adjournment for a Portfolio will not delay or affect the effectiveness and validity of those votes or actions taken for another Portfolio prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by Management of the Trust on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of the Trust did not have timely notice, as set forth in the SEC’s proxy rules.APPENDIX F — TRUSTEE COMPENSATION
APPENDIX G – AUDITOR INFORMATION APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURES APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTS APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEES APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATES APPENDIX L – TRUSTEES AND OFFICERS OF DMC APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING AS OF JULY 31, 2009 APPENDIX N — 1% SHARE OWNERSHIP APPENDIX O — 5% SHARE OWNERSHIP 28
APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT | | | Trust | Funds | | Delaware Group Adviser Funds | Delaware Diversified Income Fund | | | By Order of the Board of Trustees,Delaware U.S. Growth Fund | | Delaware Group Cash Reserve | Delaware Cash Reserve Fund | | Delaware Group Equity Funds I | Delaware Mid Cap Value Fund | | Delaware Group Equity Funds II | Delaware Large Cap Value Fund | | Delaware Value®Fund | | Delaware Group Equity Funds III | Delaware American Services Fund | | Delaware Small Cap Growth Fund | | Delaware Trend®Fund | | Delaware Group Equity Funds IV | Delaware Global Real Estate Securities Fund | | Delaware Growth Opportunities Fund | | Delaware Healthcare Fund | | Delaware Group Equity Funds V | Delaware Dividend Income Fund | | Delaware Small Cap Core Fund | | Delaware Small Cap Value Fund | | Delaware Group Foundation Funds | Delaware Foundation Equity Fund | | Delaware Aggressive Allocation Portfolio1 | | Delaware Conservative Allocation Portfolio2 | | Delaware Moderate Allocation Portfolio3 | | Delaware Group Global & International Funds | Delaware Emerging Markets Fund | | Delaware Focus Global Growth Fund | | Delaware Global Value Fund | | Delaware International Value Equity Fund | | Delaware Group Government Fund | Delaware Core Plus Bond Fund | | Delaware Inflation Protected Bond Fund | | Delaware Group Income Funds | Delaware Corporate Bond Fund | | Delaware Extended Duration Bond Fund | | Delaware High-Yield Opportunities Fund | | Delaware Group Limited-Term Government Funds | Delaware Limited-Term Diversified Income Fund | | Delaware Group State Tax-Free Income Trust | Delaware Tax-Free Pennsylvania Fund | | Delaware Group Tax-Free Fund | Delaware Tax-Free USA Fund | | Delaware Tax-Free USA Intermediate Fund | | Delaware Group Tax-Free Money Fund | Delaware Tax-Free Money Fund | | Delaware Pooled®Trust | Delaware REIT Fund | | (also known as The Real Estate Investment Trust Portfolio) | | Voyageur Insured Funds | Delaware Tax-Free Arizona Fund | | Voyageur Intermediate Tax Free Funds | Delaware Tax-Free Minnesota Intermediate Fund | | Voyageur Mutual Funds | Delaware Minnesota High-Yield Municipal Bond Fund | | Delaware National High-Yield Municipal Bond Fund | | Delaware Tax-Free California Fund | | Delaware Tax-Free Idaho Fund | | Delaware Tax-Free New York Fund | | Voyageur Mutual Funds II | Delaware Tax-Free Colorado Fund | | Voyageur Mutual Funds III | Delaware Large Cap Core Fund | | Delaware Select Growth Fund | | Voyageur Tax Free Funds | Delaware Tax-Free Minnesota Fund |
| 1 | On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund. | | 2 | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. | | 3 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. |
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| | | | | | | APPENDIX B - TRUSTEES OF THE TRUSTS | | | | | | | | | Number of Portfolios | | | Name, Address, and | Position(s) Held | Length of Time | Principal Occupation(s) During | in Fund Complex | Other Directorships | | Birth Date | with the Trusts | Served | Past 5 Years | Overseen by Trustee | Held by Trustee | | | Interested Trustee | | | | | | | | Patrick P. Coyne1 | Chairman, | Chairman and | Patrick P. Coyne has served in | 81 | Director — Kaydon | | 2005 Market Street | President, Chief | Trustee since | various executive capacities at | | Corp. | | Philadelphia, PA 19103 | Executive Officer, | August 16, | different times at Delaware | | | | and Trustee | 2006 | Investments.2 | | | | April 1963 | | | | | | | | President and | | | | | | Chief Executive | | | | | | Officer since | | | | | | August 1, 2006 | | | | | | | | | | | | | | | Number of Portfolios | | | Name, Address, and | Position(s) Held | Length of Time | Principal Occupation(s) During | in Fund Complex | Other Directorships | | Birth Date | with the Trusts | Served | Past 5 Years | Overseen by Trustee | Held by Trustee | | Independent Trustees | | | | | | | Thomas L. Bennett | Trustee | Since March | Private Investor — | 81 | Director — Bryn | | 2005 Market Street | | 2005 | (March 2004 – Present) | | Mawr Bank Corp. | | Philadelphia, PA | | | | | (BMTC) | | 19103 | | | Investment Manager — | | (April 2007 – | | | | Morgan Stanley & Co. | | Present) | | October 1947 | | | (January 1984 – March 2004) | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | John A. Fry | Trustee | Since January | President — | 81 | Director — | | 2005 Market Street | | 2001 | Franklin & Marshall College | | Community Health | | Philadelphia, PA | | | (June 2002 – Present) | | Systems | | 19103 | | | | | | | | | Executive Vice President — | | | | May 1960 | | | University of Pennsylvania | | | | | | (April 1995 – June 2002) | | | | Anthony D. Knerr | Trustee | Since April | Founder and Managing Director | 81 | None | | 2005 Market Street | | 1990 | — Anthony Knerr & Associates | | | | Philadelphia, PA | | | (Strategic Consulting) | | | | 19103 | | | (1990 – Present) | | | | | December 1938 | | | | | | | Lucinda S. Landreth | Trustee | Since March | Chief Investment Officer — | 81 | None | | 2005 Market Street | | 2005 | Assurant, Inc. | | | | Philadelphia, PA | | | (Insurance) | | | | 19103 | | | (2002 – 2004) | | | | | June 1947 | | | | | | | Ann R. Leven | Coordinating | Since October | Consultant — | 81 | Director and Audit | | 2005 Market Street | Trustee | 1989 | ARL Associates | | Committee Chair — | | Philadelphia, PA | | | (Financial Planning) | | Systemax Inc. | | 19103 | | | (1983 – Present) | | | | | November 1940 | | | | | | | Thomas F. Madison | Trustee | Since May | President and Chief Executive | 81 | Director and Chair | | 2005 Market Street | | 19973 | Officer — MLM Partners, Inc. | | of Compensation | | Philadelphia, PA | | | (Small Business Investing & | | Committee, | | 19103 | | | Consulting) | | Governance | | | | (January 1993 – Present) | | Committee Member | | February 1936 | | | | | — CenterPoint | | | | | | Energy | | | | | | | Lead Director and | | | | | | Chair of Audit and | | | | | | Governance | | | | | | Committees, | | | | | | Member of | | | | | | Compensation | | | | | | Committee — | | | | | | Digital River Inc. | | | | | | | Director and Chair | | | | | | of Governance | | | | | | Committee, Audit | | | | | | Committee Member | | | | | | — | | | | | | Rimage Corporation | | | | | | | Director and Chair | | | | | | of Compensation | | | | | | Committee — | | | | | | Spanlink | | | | | | Communications | | | | | | | Lead Director and | | | | | | Member | | | | | | Compensation and | | | | | | Governance | | | | | | Committees – | | | | | | Valmont Industries, | | | | | | Inc. |
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| | | | | | | Janet L. Yeomans | Trustee | Since April | Vice President and Treasurer | 81 | None | | 2005 Market Street | | 1999 | (January 2006 – Present), | | | | Philadelphia, PA | | | Vice President — Mergers & | | | | 19103 | | | Acquisitions | | | | | | (January 2003 – January 2006), | | | | July 1948 | | | and Vice President | | | | | | (July 1995 – January 2003) | | | | | | 3M Corporation | | | | J. Richard Zecher | Trustee | Since March | Founder — | 81 | Director and Audit | | 2005 Market Street | | 2005 | Investor Analytics | | Committee Member | | Philadelphia, PA | | | (Risk Management) | | — | | 19103 | | | (May 1999 – Present) | | Investor Analytics | | | July 1940 | | | Founder — | | | | | | Sutton Asset Management | | | | | | (Hedge Fund) | | | | | | (September 1996 – Present) | | |
| 1 | Mr. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC. | | 2 | Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including DMC, the Funds’ principal underwriter, and the Funds’ transfer agent. | | 3 | In 1997, several funds managed by Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into the Delaware Investments®Family of Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 until 1997. |
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| | | | | | | APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS | | |
|
| | | | | Number of Portfolios | | | Name, Address, and | Position(s) Held | Length of | Principal Occupation(s) During | in Fund Complex | Other Directorships | | Birth Date | with the Trusts | Time Served | Past 5 Years | Overseen by Officer | Held by Officer | | Patrick P. Coyne | Chairman, | Chairman and | Patrick P. Coyne has served in | 81 | Director — Kaydon | | 2005 Market Street | President, Chief | Trustee since | various executive capacities at | | Corp. | | Philadelphia, PA | Executive Officer, | August 16, | different times at Delaware | | | | 19103 | and Trustee | 2006 | Investments.1 | | | | | | | | | | | April 1963 | | President and | | | | | | | Chief Executive | | | | | | | Officer since | | | | | | | August 1, 2006 | | | | | | | | | | | | David F. Connor | Vice President, | Vice President | David F. Connor has served as | 81 | None2 | | 2005 Market Street | Deputy General | since | Vice President and Deputy | | | | Philadelphia, PA | Counsel, and | September | General Counsel at Delaware | | | | 19103 | Secretary | 2000 and | Investments since 2000. | | | | | | Secretary since | | | | | December 1963 | | October 2005 | | | | | | | Daniel V. Geatens | Vice President and | Treasurer since | Daniel V. Geatens has served in | 81 | None2 | | 2005 Market Street | Treasurer | October 2007 | various capacities at different | | | | Philadelphia, PA | | | times at Delaware Investments. | | | | 19103 | | | | | | | | | October 1972 | | | | | | | David P. O’Connor | Senior Vice | Senior Vice | David P. O’Connor has served in | 81 | None2 | | 2005 Market Street | President, General | President, | various executive and legal | | | | Philadelphia, PA | Counsel, and Chief | General | capacities at different times at | | | | 19103 | Legal Officer | Counsel, and | Delaware Investments. | | | | | | Chief Legal | | | | | February 1966 | | Officer since | | | | | | | October 2005 | | | | | Richard Salus | Senior Vice | Chief Financial | Richard Salus has served in | 81 | None2 | | 2005 Market Street | President and | Officer since | various executive capacities at | | | | Philadelphia, PA | Chief Financial | November | different times at Delaware | | | | 19103 | Officer | 2006 | Investments. | | | | | | October 1963 | | | | | |
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| 1 | Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including DMC, the Funds’ principal underwriter, and the Funds’ transfer agent. | | 2 | David F. Connor, | June [__], 2008 | Secretary Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in capacities for the six portfolios of the Optimum Fund Trust that are virtually identical to the capacities in which they serve for the Funds, as set forth above. The Optimum Fund Trust has the same investment manager, principal underwriter, and transfer agent as the Funds. |
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APPENDIX AD – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER DELAWARE INVESTMENTS FAMILY OF FUNDS Nominating and Corporate Governance Committee Membership The Nominating and Corporate Governance Committee (the “Committee”) shall be composed of not less than three members, each of whom shall be independent as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any national securities exchange on which any fund of the Delaware Investments Family of Funds (each a “Fund”) is listed, and the Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and members of the Committee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time. Board Nominations | 1. | Independent Directors/Trustees.Independent Directors/Trustees for the open and closed- end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers. | | | | 2. | Chair of the Board.The Committee shall nominate the Chair of the Board. | | | | 3. | Committees.The Committee shall annually review the membership of and annually recommend persons to serve as members of each committee of the Board. The Committee shall also review the continued appropriateness of existing committees and consider the addition of new committees. The Committee shall also make recommendations for members of any new committee established by the Board. |
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| 4. | Affiliated Directors/ Trustees.The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board. | | | | 5. | Shareholder Recommendations.The Committee shall respond to shareholders who communicate with the Board. | | | | 6. | Board Composition.The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. |
Corporate Governance | 1. | The Committee shall evaluate annually the ability to each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as required based on the Committee’s evaluation. | | | | 2. | The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues. | | | | 3. | At least annually, the Committee shall review the amount of compensation payable to the independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure. | | | | 4. | The Committee shall monitor the performance of counsel for the independent Directors/Trustees. | | | | 5. | The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees. |
Other Powers and Responsibilities | 1. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). | | | | 2. | The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees. | | | | 3. | The Committee shall review annually the Board of Directors/Trustees Policies and Practices. |
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| 4. | The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy. | | | | 5. | The Committee shall perform such other functions that shall be delegated to it from time to time by the Board. |
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APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES The following tableshowsthe dollar range of shares of the Funds and the aggregate dollar range of shares of the Delaware Investments Family of Funds that are beneficially owned by each Trustee Nominee as of June 30, 2009. | | | | | | | | | | | Fund | Thomas L.
Bennett | Patrick P.
Coyne | John A. Fry | Anthony D.
Knerr | Lucinda S.
Landreth | Ann R. Leven | Thomas F.
Madison | Janet L.
Yeomans | J. Richard
Zecher | |
|
| Delaware Foundation®Equity Fund | - | - | - | - | - | - | - | - | - | | Delaware Aggressive Allocation Portfolio1 | - | - | - | - | - | - | - | - | - | | Delaware American Services Fund | | | | | $10,001 - | | | | | | | - | - | - | - | $50,000 | - | - | - | - | | Delaware Cash Reserve Fund | | $50,000 - | | Over $100,000 | $10,001 - | | | | | | | - | $100,000 | - | | $50,000 | - | - | - | - | | Delaware Conservative Allocation Portfolio2 | - | - | - | - | - | - | - | - | - | | Delaware Core Plus Bond Fund | - | $10,001 - | - | - | - | - | - | - | - | | | | $50,000 | | | | | | | | | Delaware Corporate Bond Fund | - | - | - | - | - | - | - | - | - | | Delaware Diversified Income Fund | | $10,001 - | | | $10,001 - | | | | | | | - | $50,000 | - | - | $50,000 | - | - | - | - | | Delaware Dividend Income Fund | - | - | - | - | - | $10,001 - | $1 - $10,001 | - | - | | | | | | | | $50,000 | | | | | Delaware Emerging Markets Fund | - | - | - | - | - | - | $1 - $10,001 | $10,001 - | - | | | | | | | | | | $50,000 | | | Delaware Extended Duration Bond Fund | | $10,001 - | | | | | | | | | | - | $50,000 | - | - | - | - | - | - | - | | Delaware Focus Global Growth Fund | - | - | - | - | - | - | - | - | - | | Delaware Global Real Estate Securities Fund | - | - | - | - | - | - | - | - | - | | Delaware Global Value Fund | - | - | - | - | $1 - $10,001 | - | - | - | - | | Delaware Growth Opportunities Fund | - | - | - | - | - | - | - | - | - | | Delaware Healthcare Fund | - | - | - | - | - | - | - | - | - | | Delaware High-Yield Opportunities Fund | - | - | - | - | - | - | - | - | - | | Delaware Inflation Protected Bond Fund | - | - | - | - | - | - | - | - | - | | Delaware International Value Equity Fund | | $50,000 - | | | | $10,001 - | | | | | | - | $100,000 | - | - | - | $50,000 | $1 - $10,001 | - | - | | Delaware Large Cap Core Fund | - | - | - | - | - | - | - | - | - | | Delaware Large Cap Value Fund | $10,001 - | $50,000 - | | | $10,001 - | $50,000 - | | | | | | $50,000 | $100,000 | Over $100,000 | - | $50,000 | $100,000 | $1 - $10,001 | - | - | | Delaware Limited-Term Diversified Income | | | | | | | | | | | Fund | - | Over $100,000 | - | - | - | - | - | - | - |
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| | | | | | | | | | | Delaware Mid Cap Value Fund | - | - | - | - | - | - | - | - | - | | Delaware Minnesota High-Yield Municipal | | | | | | | | | | | Bond Fund | - | - | - | - | - | - | - | - | - | | Delaware Moderate Allocation Portfolio3 | | $10,001 - | | | | | $1 - $10,001 | | | | | - | $50,000 | - | - | - | - | | - | - | | Delaware National High-Yield Municipal | | | | | | | | | | | Bond Fund | - | - | - | - | - | - | - | - | - | | Delaware REIT Fund | | | | | | | | | | | (also known as The Real Estate Investment | - | $10,001 - | $1 - $10,001 | - | - | - | $1 - $10,001 | - | - | | Trust Portfolio) | | $50,000 | | | | | | | | | Delaware Select Growth Fund | | | | $10,001 - | | $10,001 - | $1 - $10,001 | $10,001 - | | | | - | - | - | $50,000 | - | $50,000 | | $50,000 | - | | Delaware Small Cap Core Fund | | | | | $10,001 - | | | | | | | - | - | - | - | $50,000 | - | - | - | - | | Delaware Small Cap Growth Fund | - | - | - | - | - | - | - | - | - | | Delaware Small Cap Value Fund | | $50,000 - | $1 - $10,001 | $1 - $10,001 | | $10,001 - | | | | | | - | $100,000 | | | - | $50,000 | - | - | - | | Delaware Tax-Free Arizona Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free California Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free Colorado Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free Idaho Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free Minnesota Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free Minnesota Intermediate | | | | | | | | | | | Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free Money Fund | - | Over $100,000 | - | - | - | - | - | - | - | | Delaware Tax-Free New York Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free Pennsylvania Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free USA Fund | - | - | - | - | - | - | - | - | - | | Delaware Tax-Free USA Intermediate Fund | - | - | - | - | - | - | - | - | - | | Delaware Trend®Fund | - | - | - | - | - | - | - | - | - | | Delaware U.S. Growth Fund | - | - | - | - | - | - | - | - | - | | Delaware Value®Fund | - | - | - | - | - | - | - | - | - | | TOTAL: | $10,001 - | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | $10,001 - | Over $100,000 | $10,001 - | | | $50,000 | | | | | | $50,000 | | $50,000 |
| 1 | On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund. | | 2 | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. | | 3 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. |
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APPENDIX F — TRUSTEE COMPENSATION The following table describes the aggregate compensation received by the Trustees from each Trust and the aggregate compensation received from the Delaware Investments®Funds for which he or she served as a Trustee for the 12-month period ended June 30, 2009. Only the Independent Trustees received compensation from the Trust. | | | | | | | | | | Trust | Thomas L. | John A. | Anthony D. | Lucinda S. | Ann R. | Thomas F. | Janet L. | J. Richard | | | Bennett | Fry | Knerr | Landreth | Leven | Madison | Yeomans | Zecher | | Delaware Group Adviser®Funds | $39,430 | $33,839 | $37,907 | $34,772 | $44,904 | $38,304 | $33,159 | $35,323 | | Delaware Group Cash Reserve | $4,600 | $3,950 | $4,426 | $4,064 | $5,246 | $4,473 | $3,876 | $4,122 | | Delaware Group Equity Funds I | $1,409 | $1,234 | $1,063 | $1,182 | $1,101 | $1,207 | $1,061 | $1,102 | | Delaware Group Equity Funds II | $9,968 | $8,569 | $9,594 | $8,838 | $11,397 | $9,748 | $8,475 | $8,957 | | Delaware Group Equity Funds III | $5,289 | $4,546 | $5,075 | $4,704 | $6,047 | $5,167 | $4,524 | $4,756 | | Delaware Group Equity Funds IV | $2,155 | $1,854 | $2,073 | $1,914 | $2,465 | $2,106 | $1,836 | $1,938 | | Delaware Group Equity Funds V | $7,545 | $6,482 | $7,246 | $6,696 | $8,618 | $7,368 | $6,429 | $6,776 | | Delaware Group Foundation Funds | $1,644 | $1,411 | $1,592 | $1,443 | $1,877 | $1,600 | $1,369 | $1,481 | | Delaware Group Global & International Funds | $8,992 | $7,728 | $8,634 | $7,995 | $10,289 | $8,805 | $7,700 | $8,091 | | Delaware Group Government Fund | $2,144 | $1,849 | $2,070 | $1,899 | $2,452 | $2,091 | $1,810 | $1,928 | | Delaware Group Income Funds | $9,618 | $8,235 | $9,230 | $8,457 | $10,932 | $9,337 | $8,073 | $8,604 | | Delaware Group Limited-Term Government Funds | $3,235 | $2,794 | $3,145 | $2,852 | $3,708 | $3,157 | $2,699 | $2,918 | | Delaware Group State Tax-Free Income Trust | $4,619 | $3,957 | $4,431 | $4,067 | $5,250 | $4,477 | $3,877 | $4,129 | | Delaware Group Tax-Free Fund | $9,079 | $7,780 | $8,719 | $7,987 | $10,323 | $8,805 | $7,610 | $8,118 | | Delaware Group Tax-Free Money Fund | $164 | $139 | $156 | $143 | $184 | $157 | $136 | $145 | | Delaware Pooled Trust | $29,434 | $25,305 | $28,273 | $26,154 | $33,638 | $28,771 | $25,133 | $26,450 | | Voyageur Insured Funds | $1,198 | $1,027 | $1,150 | $1,056 | $1,363 | $1,162 | $1,008 | $1,072 | | Voyageur Intermediate Tax-Free Funds | $663 | $569 | $638 | $583 | $754 | $643 | $555 | $593 | | Voyageur Mutual Funds | $3,731 | $3,201 | $3,582 | $3,289 | $4,244 | $3,619 | $3,137 | $3,338 | | Voyageur Mutual Funds II | $2,205 | $1,889 | $2,115 | $1,941 | $2,506 | $2,137 | $1,851 | $1,971 | | Voyageur Mutual Funds III | $1,834 | $1,581 | $1,771 | $1,631 | $2,104 | $1,798 | $1,563 | $1,654 | | Voyageur Tax Free Funds | $5,549 | $4,759 | $5,330 | $4,890 | $6,314 | $5,383 | $4,660 | $4,965 | | TOTAL – 12-month period ended June 30, 2009 | $195,000 | $167,500 | $187,500 | $172,500 | $222,500 | $190,000 | $165,000 | $175,000 |
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APPENDIX G – AUDITOR INFORMATION The following table shows, for each Trust: Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years. Non-Audit Fees.The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under “Audit Fees.” Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y for tax compliance, tax advice and tax planning. Affiliate Audit-Related Fees.The aggregate fees billed by E&Y for services relating to the performance of the audit of the financial statements of DMC and other service providers under common control with DMC and that relate directly to the operations or financial reporting of the Trusts. Aggregate Non-Audit Fees.The aggregate non-audit fees billed by E&Y for services rendered to the Trusts and to DMC and other service providers under common control with DMC. | | | | | | Trust | Audit
Fees | Tax
Fees1 | Affiliate
Audit-
Related Fees | Aggregate
Non-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 | | Delaware Group Equity Funds IV | | | | | | 9/30/08 | $40,900 | $10,350 | $19,074 | $262,352 | | 9/30/07 | $40,500 | $13,800 | $19,074 | $268,162 | | Delaware Group Equity Funds V | | | | | | 11/30/08 | $93,200 | $32,650 | $19,074 | $286,652 | | 11/30/07 | $89,800 | $34,650 | $19,074 | $289,012 |
| 1 | Except as otherwise noted, these tax-related services were the review of income tax returns and review of annual excise distribution calculations. |
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| | | | | | Trust | Audit
Fees | Tax
Fees1 | Affiliate
Audit-
Related Fees | Aggregate
Non-Audit
Fees | |
|
| 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 | | 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 THE DELAWARE INVESTMENTS FAMILY OF FUNDS PROCEDURES FOR ENGAGEMENT OF INDEPENDENT AUDITORS
FOR AUDIT AND NON-AUDIT SERVICES I.Objective These procedures (the “Procedures”) set forth the understanding of the Audit Committee of the Delaware Investments Family of Funds (the “Funds”) regarding the retention of the Funds’ independent auditors (the “Auditors”) to provide: (i) audit and permissible non-audit services to the Funds; (ii) non-audit services to the Funds’ investment advisers, and to any “control affiliates” (as defined below) of such investment advisers, that relate directly to the Funds’ operations or financial reporting; and (iii) certain other non-audit services to the Funds’ investment advisers and their control affiliates. The purpose of these Procedures is to ensure the Auditors’ independence and objectivity with respect to their audit services to the Funds. II.Approval Procedures A.Services provided to the Funds. The engagement of the Auditors to provide audit or non-audit services to the Funds (referred to herein as “Fund Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. The engagement of the Auditors to provide the Fund Services listed on Annex I-A hereto, which include services customarily required by one or more of the Funds in the ordinary course of their operations, is hereby approved by the Audit Committee. The engagement of the Auditors to provide any other Fund Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures. The Auditors shall report to the Audit Committee at each of its regular meetings regarding all 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. H-1
The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser” is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as “Adviser entities”) for purposes of these Procedures. The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee. The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures. The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund-Related Adviser Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV). C.Certain other services provided to Adviser entities. The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees. III.Internal Controls The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees H-2
that are required to be disclosed annually in compliance with Independence Standards Board No. 1. The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above. IV.Pre-Approval Process Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows: - a brief written request shall be prepared detailing the proposed engagement withexplanation as to why the work is proposed to be performed by the Auditors (e.g.particular expertise, timing, etc.);
- the request should be addressed to the Audit Committee with copies to the Funds’ ChiefFinancial Officer and Chief Legal Officer;
- if time reasonably permits, the request shall be included in the meeting materials for theupcoming Audit Committee meeting when the Committee will consider the proposedengagement and approve or deny the request;
- should the request require more immediate action, the written request should be e-mailed,faxed or otherwise delivered to the Audit Committee Chairperson, with copies to theFunds’ Chief Financial Officer and Chief Legal Officer, followed by a telephone call tothe Chairperson of the Audit Committee. The Chairperson of the Audit Committee mayapprove or deny the request on behalf of the Audit Committee, or, in the Chairperson’sdiscretion, determine to call a special meeting of the Audit Committee for the purpose ofconsidering the proposal. Should the Chairperson of the Audit Committee beunavailable, any other member of the Audit Committee may serve as an alternate for thepurpose of approving or denying the request.
V.Scope of Procedures These Procedures shall apply to both direct and indirect engagements of the Auditors. Indirect engagements are situations where the Auditors are engaged by a service provider to a Fund or Adviser entity at an Adviser entity’s explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity). VI.Periodic Certification by Auditors In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures. VII.Amendments; Annual Approval by Audit Committee H-3
These Procedures may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the Auditors and DMC. These Procedures shall be reviewed and approved at least annually by the Audit Committee. Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of such approval. Initially Approved: December 15, 2005 Last Approved: November 20, 2008 ANNEX I-A - Pre-Approved Fund Services | | | Service | Range of Fees | | Audit Services | | | Statutory audits or financial audits for new Funds | up to $25,000 per Fund | | | Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, | | | etc.), periodic reports and other documents filed with the SEC or other documents issued | | | in connection with securities offerings (e.g., comfort letters for closed-end Fund | up to $10,000 per Fund | | offerings, consents), and assistance in responding to SEC comment letters | | | | Consultations by Fund management as to the accounting or disclosure treatment of | | | transactions or events and/or the actual or potential impact of final or proposed rules, | | | standards or interpretations by the SEC, FASB, or other regulatory or standard-setting | up to $25,000 in the aggregate | | bodies (Note: Under SEC rules, some consultations may be considered “audit-related | | | services” rather than “audit services”) | | | | Audit-Related Services | | | Consultations by Fund management as to the accounting or disclosure treatment of | | | transactions or events and /or the actual or potential impact of final or proposed rules, | | | standards or interpretations by the SEC, FASB, or other regulatory or standard-setting | up to $25,000 in the aggregate | | bodies (Note: Under SEC rules, some consultations may be considered “audit services” | | | rather than “audit-related services”) | | | | Tax Services | | | U.S. federal, state and local and international tax planning and advice (e.g., consulting | | | on statutory, regulatory or administrative developments, evaluation of Funds’ tax | up to $25,000 in the aggregate | | compliance function, etc.) | | | | U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) | up to $5,000 per Fund | | | Review of federal, state, local and international income, franchise and other tax returns | up to $5,000 per Fund |
ANNEX I-B - Pre-Approved Fund-Related Adviser Services | | | Service | Range of Fees | | Non-Audit Services | | | Services associated with periodic reports and other documents filed with the SEC and | up to $10,000 in the aggregate | | assistance in responding to SEC comment letters | |
ANNEX II - Adviser Entities Delaware Management Business Trust; Delaware Distributors, L.P.; Lincoln Financial Distributors, Inc.; Delaware Service Company, Inc.; Retirement Financial Services, Inc. H-4
APPENDIX I—FORM OF NEW INVESTMENT MANAGEMENT AGREEMENTADVISORY AGREEMENTS AGREEMENT, made by and betweenDELAWARE GROUP FOUNDATION FUNDS[NAME OF INVESTMENT COMPANY], a Delaware businessstatutory 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 “Portfolio”“Fund” and, together with other series of shares listed on such Exhibit, the “Portfolios”“Funds”), andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware businessstatutory trust (the “Investment Manager”). W I T N E S S E T H:WITNESSETH:
WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and WHEREAS, each PortfolioFund engages in the business of investing and reinvesting its assets in securities; and WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of providing investment management services; and WHEREAS, the Trust, on behalf of each Portfolio,Fund, and the Investment Manager desire to enter into this Agreement.Agreement so that the Investment Manager may provide investment management services to each Fund. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows: 1. The Trust hereby employs the Investment Manager to manage the investment and reinvestment of each Portfolio’sFund’s assets and to administer its investment affairs,subject to the direction of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent of the Trust.Trust or the Funds. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each PortfolioFund and shall effect the purchase and sale of such investments in furtherance of each Portfolio’sFund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Portfolio’sFund’s investments as the Investment Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities. 2. The Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including I-1
issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting, and accountingfinancial administration fees; taxes; and federal and state registration fees.fees; and other costs and expenses approved by the Board of Trustees. Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family of funds (including the Trust). Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity. 1
APPENDIX A
In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them. 3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rulesrules of the Securities and Exchange Commission (the “SEC”) and NASD Regulation,Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares. (b) Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Manager may cause a PortfolioFund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager or any Sub-Adviser exercises investment discretion. 4. As compensation for the investment services to be rendered to a particular PortfolioFund by theInvestment Manager under the provisions of this Agreement, the Trust shall pay monthly to theInvestmentthe Investment Manager exclusively from that Portfolio’sFund’s assets, a fee based on the average daily net assets of that PortfolioFund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that PortfolioFund as set forth in Exhibit A hereto. If this Agreement is terminated prior to the end of any calendar month with respect to a particular Portfolio,Fund, the management fee for such PortfolioFund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such PortfolioFund 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. I-2
5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Investment Advisers Act of 1940 (“Sub-Advisers”) to perform some or all of the services for a PortfolioFund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Portfolio.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 Portfolio’sFund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser. 6. The services to be rendered by the Investment Manager to the Trust under the provisions of this Agreement are not to be deemed to be exclusive, and the Investment Manager shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. 2
APPENDIX A
7.exclusive. The Investment Manager, its trustees, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust or to any other investment company, corporation, association, firm or individual.individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.
8.7. It is understood and agreed that so long as the Investment Manager and/or its investment advisory affiliates shall continue to serve as the Trust’s investment adviser, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates shallmay have the right permanently to adopt and to use the words “Delaware,” “Delaware Investments” or “Delaware Group” in their names and in the names of any series or class of shares of such funds. 9.8. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Trust, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. 10.9. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular PortfolioFund as of the effective date set forth in Exhibit A for that Portfolio,Fund, only if approved by the vote of a majority of the outstanding voting securities of that Portfolio.Fund. It shall continue in effect for an initial period of two years for each PortfolioFund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of that PortfolioFund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding (b) This Agreement (and Exhibit A hereto) may be amended without the foregoing, thisapproval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Trust, on behalf of the applicable Fund, and the Investment Manager. (c) This Agreement may be terminated as to any PortfolioFund by the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the Investment Manager of the Trust’s intention to do so, pursuant to action by the Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securities of the affected Portfolio.Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice to I-3
the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment. 11.10. This Agreement shall extend to and bind the heirs, executors, administrators, successors and successorspermitted assigns of the parties hereto. 12.11. For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning definedascribed to them in the 1940 Act.Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators. 3
APPENDIX A
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers and duly attested as of the 1st___ day of April, 1999._________, ____. | | DELAWARE MANAGEMENT COMPANY, | DELAWARE GROUP | | a series of Delaware Management Business Trust | FOUNDATION FUNDS[NAME OF INVESTMENT COMPANY] on behalf
| | of the PortfoliosFunds listed on Exhibit A | | | | | By: | /s/ David K. Downes | | By: | /s/ David K. Downs | | Name: | David K. Downes | Name: | David K. Downs | Title: | President | Title: | Executive Vice President, | | | | Chief Operating Officer | | | | Attest:By | /s/ David F. Connor | | Attest: | /s/ Michael D. Mabry | By | Name:Name | David F. Connor | Name: | Michael D. Mabry Name | Title:Title | Vice President, | Title: | Assistant Secretary, Title | | Assistant Secretary, | | Associate General Counsel | | Associate General Counsel | | | |
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APPENDIX A
EXHIBIT A THIS EXHIBIT to the Investment Management Agreement betweenDELAWARE GROUP FOUNDATION FUNDS[FUND NAME]andDELAWARE MANAGEMENT COMPANY,, a series of Delaware Management Business Trust (the “Investment Manager”), entered into as of the ________ day of __________, _____ 2008 (the “Agreement”) lists the PortfoliosFunds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each PortfolioFund and the date on which the Agreement became effective for each Portfolio.Fund. Portfolio Name | Effective Date | Management Fee Schedule | | | | (asManagement Fee Schedule (as a | | Fund Name (Trust Name) | Effective Date | percentage of average daily net assets) | | | | average daily net assets)Annual Rate | | | | 0.55% on first $500 million | | Delaware Diversified Income Fund | _______, 200__ | 0.50% on next $500 million | | (Delaware Group Adviser Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware U.S. Growth Fund (Delaware | _______, 200__ | 0.60% on next $500 million | | Group Adviser Funds) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.45% on first $500 million | | Delaware Cash Reserve Fund (Delaware | | 0.40% on next $500 million | | Group Cash Reserve) | _______, 200__ | 0.35% on next $1.5 billion | | | 0.30% on assets in excess of $2.5 billion | | | 0.75% on first $500 million | | Delaware Mid Cap Value Fund (Delaware | _______, 200__ | 0.70% on next $500 million | | Group Equity Funds I) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware Large Cap Value Fund | _______, 200__ | 0.60% on next $500 million | | (Delaware Group Equity Funds II) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware Value Fund (Delaware Group | _______, 200__ | 0.60% on next $500 million | | Equity Funds II) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.75% on first $500 million | | Delaware American Services Fund | _______, 200__ | 0.70% on next $500 million | | (Delaware Group Equity Funds III) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.5 billion | | | 1.00% on first $250 million | | Delaware Small Cap Growth Fund | _______, 200__ | 0.90% on next $250 million | | (Delaware Group Equity Funds III) | | 0.75% on assets in excess of $500 million | | | 0.75% on first $500 million | | Delaware Trend Fund (Delaware Group | _______, 200__ | 0.70% on next $500 million | | Equity Funds III) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.5 billion | | | 0.99% on first $100 million | | Delaware Global Real Estate Securities | _______, 200__ | 0.90% on next $150 million | | Fund (Delaware Group Equity Funds IV) | | 0.80% on assets in excess of $250 million | | | 0.75% on first $500 million | | Delaware Growth Opportunities Fund | _______, 200__ | 0.70% on next $500 million | | (Delaware Group Equity Funds IV) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.5 billion |
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| | | | | | Annual RateManagement Fee Schedule (as a | Aggressive Allocation PortfolioFund Name (Trust Name) | ________, 2008Effective Date | 0.65%percentage of average daily net assets) | | | | Annual Rate | Moderate Allocation Portfolio | ________, 2008 | 0.65% | | | | 0.85% on first $500 million | Conservative Allocation PortfolioDelaware Healthcare Fund (Delaware | ________, 2008 _______, 200__ | 0.65%0.80% on next $500 million | | Group Equity Funds IV) | | 0.75% on next $1.5 billion | | | | 0.70% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware Dividend Income Fund | _______, 200__ | 0.60% on next $500 million | | (Delaware Group Equity Funds V) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.75% on first $500 million | | Delaware Small Cap Core Fund (Delaware | _______, 200__ | 0.70% on next $500 million | | Group Equity Funds V) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.5 billion | | | 0.75% on first $500 million | | Delaware Small Cap Value Fund | _______, 200__ | 0.70% on next $500 million | | (Delaware Group Equity Funds V) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware Foundation Equity Fund | _______, 200__ | 0.60% on next $500 million | | (Delaware Group Foundation Funds) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware Aggressive Allocation Portfolio | _______, 200__ | 0.60% on next $500 million | | (Delaware Group Foundation Funds) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware Conservative Allocation | | 0.60% on next $500 million | | Portfolio (Delaware Group Foundation | _______, 200__ | 0.55% on next $1.5 billion | | Funds) | | 0.50% on assets in excess of $2.5 billion | | | 0.65% on first $500 million | | Delaware Moderate Allocation Portfolio | _______, 200__ | 0.60% on next $500 million | | (Delaware Group Foundation Funds) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 1.25% on first $500 million | | Delaware Emerging Markets Fund | | 1.20% on next $500 million | | (Delaware Group Global and International | _______, 200__ | 1.15% on next $1.5 billion | | Funds) | | 1.10% on assets in excess of $2.5 billion | | | Delaware Focus Global Growth Fund | | 0.85% on first $500 million | | (Delaware Group Global and International | _______, 200__ | 0.80% on next $500 million | | Funds) | | 0.75% on next $1.5 billion | | | 0.70% on assets in excess of $2.5 billion | | | 0.85% on first $500 million | | Delaware Global Value Fund (Delaware | _______, 200__ | 0.80% on next $500 million | | Group Global and International Funds) | | 0.75% on next $1.5 billion | | | 0.70% on assets in excess of $2.5 billion | | | Delaware International Value Equity Fund | | 0.85% on first $500 million | | (Delaware Group Global and International | _______, 200__ | 0.80% on next $500 million | | Funds) | | 0.75% on next $1.5 billion | | | 0.70% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Core Plus Bond Fund (Delaware | _______, 200__ | 0.50% on next $500 million | | Group Government Fund) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion |
Breakpoints applicable to each Portfolio:I-6
| | Fees | | | Management Fee Schedule (as a Percentage of | | Fund Name (Trust Name) | Effective Date | percentage of average daily net assets) | Net Asset Level | | Annual Rate | | | | 0.45% on first $500 million | | Delaware Inflation Protected Bond Fund | _______, 200__ | 0.40% on next $500 million | | (Delaware Group Government Fund) | | 0.35% on next $1.5 billion | | | 0.30% on assets in excess of $2.5 billion | | | 0.50% on first $500 million | | Delaware Corporate Bond Fund (Delaware | _______, 200__ | 0.475% on next $500 million | | Group Income Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Extended Duration Bond Fund | _______, 200__ | 0.50% on next $500 million | | (Delaware Group Income Funds) | | 0.45% on next $1,500 million | | | 0.425% on assets in excess of $2,500 million | | | 0.65% on first $500 million | | Delaware High-Yield Opportunities Fund | _______, 200__ | 0.60% on next $500 million | | (Delaware Group Income Funds) | | 0.55% on next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.50% on first $500 million | | Delaware Limited-Term Diversified | | 0.475% on next $500 million | | Income Fund (Delaware Group Limited- | _______, 200__ | | | Term Government Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Tax-Free Pennsylvania Fund | | 0.50% on next $500 million | | (Delaware Group State Tax-Free Income | _______, 200__ | 0.45% on next $1.5 billion | | Trust) | | 0.425% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Tax-Free USA Fund (Delaware | _______, 200__ | 0.50% on next $500 million | | Group Tax-Free Fund) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.50% on first $500 million | | Delaware Tax-Free USA Intermediate | _______, 200__ | 0.475% on next $500 million | | Fund (Delaware Group Tax-Free Fund) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.45% on first $500 million | | Delaware Tax-Free Money Fund (Delaware | _______, 200__ | 0.40% on next $500 million | | Group Tax-Free Money Fund) | | 0.35% on next $1.5 billion | | | 0.30% on assets in excess of $2.5 billion | | | Delaware REIT Fund (also known as The | | 0.75% on first $500 million | | Real Estate Investment Trust Portfolio ) | _______, 200__ | 0.70% on next $500 million | | (Delaware Pooled Trust) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.500 billion | | | 0.50% on first $500 million | | Delaware Tax-Free Arizona Fund | | 0.475% on next $500 million | | _______, 200__ | | (Voyageur Insured Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | Delaware Tax-Free Minnesota Intermediate | | 0.50% on first $500 million | | Fund (Voyageur Intermediate Tax Free | _______, 200__ | 0.475% on next $500 million | | Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 million | | | 0.55% on first $500 million | | Delaware Minnesota High-Yield Municipal | _______, 200__ | 0.50% on next $500 million | | Bond Fund (Voyageur Mutual Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion |
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| | | | | Management Fee Schedule (as a | | Fund Name (Trust Name) | Effective Date | percentage of average daily net assets) | | | Annual Rate | | | | 0.55% on first $500 million | | Delaware National High-Yield Municipal | _______, 200__ | 0.50% on next $500 million | | Bond Fund (Voyageur Mutual Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Tax-Free California Fund | _______, 200__ | 0.50% on next $500 million | | (Voyageur Mutual Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Tax-Free Idaho Fund (Voyageur | _______, 200__ | 0.50% on next $500 million | | Mutual Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Tax-Free New York Fund | _______, 200__ | 0.50% on next $500 million | | (Voyageur Mutual Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Tax-Free Colorado Fund | _______, 200__ | 0.50% on next $500 million | | (Voyageur Mutual Funds II) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion | | | 0.75% on first $500 million | | Delaware Select Growth Fund (Voyageur | _______, 200__ | 0.70% on next $500 million | | Mutual Funds III) | | 0.65% on next $1.5 billion | | | 0.60% on assets in excess of $2.5 billion | | | 0.65% on the first $500 million | | Delaware Large Cap Core Fund (Voyageur | _______, 200__ | 0.60% on the next $500 million | | Mutual Funds III) | | 0.55% on the next $1.5 billion | | | 0.50% on assets in excess of $2.5 billion | | | 0.55% on first $500 million | | Delaware Tax-Free Minnesota Fund | _______, 200__ | 0.50% on next $500 million | | (Voyageur Tax Free Funds) | | 0.45% on next $1.5 billion | | | 0.425% on assets in excess of $2.5 billion |
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APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEES | | | | Fund (Trust) | Date of Current
Investment Advisory
Agreement | Date Last Approved by
Shareholders* | |
|
| Delaware Diversified Income Fund (Delaware Group Adviser Funds) | June 28, 2002 | June 28, 2002 | | Delaware U.S. Growth Fund (Delaware Group Adviser Funds) | November 23, 1999 | November 23, 1999 | | Delaware Cash Reserve Fund (Delaware Group Cash Reserve) | December 15, 1999 | December 15, 1999 | | Delaware Mid Cap Value Fund (Delaware Group Equity Funds I) | January 30, 2008 | January 30, 2008 | | Delaware Large Cap Value Fund (Delaware Group Equity Funds II) | November 23, 1999 | November 23, 1999 | | Delaware Value Fund (Delaware Group Equity Funds II) | November 23,1999 | November 23,1999 | | Delaware American Services Fund (Delaware Group Equity Funds III) | December 22, 1999 | December 22, 1999 | | Delaware Small Cap Growth Fund (Delaware Group Equity Funds III) | June 26, 2001 | June 26, 2001 | | Delaware Trend Fund (Delaware Group Equity Funds III) | August 27, 1999 | August 27, 1999 | | Delaware Global Real Estate Securities Fund (Delaware Group Equity | | | Annual RateFunds IV) | September 28, 2007 | September 28, 2007 | Up to $500 millionDelaware Growth Opportunities Fund (Delaware Group Equity Funds IV) | April 19, 2001 | April 19, 2001 | | Delaware Healthcare Fund (Delaware Group Equity Funds IV) | September 28, 2007 | September 28, 2007 | | Delaware Dividend Income Fund (Delaware Group Equity Funds V) | November 23, 1999 | November 23, 1999 | | Delaware Small Cap Core Fund (Delaware Group Equity Funds V) | November 23, 1999 | November 23, 1999 | | Delaware Small Cap Value Fund (Delaware Group Equity Funds V) | November 23, 1999 | November 23, 1999 | | Delaware Foundation Equity Fund (Delaware Group Foundation Funds) | May 21, 2009 | May 21, 2009 | | Delaware Aggressive Allocation Portfolio (Delaware Group Foundation | | 0.65% | $500 million - $1 billionFunds)1 | September 17, 2008 | March 17, 1999 | | Delaware Conservative Allocation Portfolio (Delaware Group Foundation | | | | Funds)2 | September 17, 2008 | March 17, 1999 | | Delaware Moderate Allocation Portfolio (Delaware Group Foundation | | | | Funds)3 | September 17, 2008 | March 17, 1999 | | Delaware Emerging Markets Fund (Delaware Group Global and | | | | International Funds) | September 24, 2004 | August 31, 2004 | | Delaware Focus Global Growth Fund (Delaware Group Global and | | | | International Funds) | December 29, 2008 | December 29, 2008 | | Delaware Global Value Fund (Delaware Group Global and International | | | | Funds) | March 30, 2006 | August 31, 2004 | | Delaware International Value Equity Fund (Delaware Group Global and | | | | International Funds) | September 24, 2004 | August 31, 2004 | | Delaware Core Plus Bond Fund (Delaware Group Government Fund) | September 29, 1999 | September 29, 1999 | | Delaware Inflation Protected Bond Fund (Delaware Group Government | November 29, 2004 | November 29, 2004 | | Fund) | | |
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| | 0.60% | $1 billion - $2.5 billion | | 0.55% | Above $2.5 billion | | 0.50% |
DELAWARE MANAGEMENT COMPANY,Fund (Trust) | DELAWARE GROUPDate of Current
Investment Advisory
Agreement | Date Last Approved by
Shareholders* | |
|
| Delaware Corporate Bond Fund (Delaware Group Income Funds) | September 29, 1999 | September 29, 1999 | | Delaware Extended Duration Bond Fund (Delaware Group Income Funds) | September 29, 1999 | September 29, 1999 | | Delaware High-Yield Opportunities Fund (Delaware Group Income | September 29, 1999 | September 29, 1999 | | Funds) | | | | Delaware Limited-Term Diversified Income Fund (Delaware Group | December 15, 1999 | December 15, 1999 | | Limited-Term Government Funds) | | | | Delaware Tax-Free Pennsylvania Fund (Delaware Group State Tax-Free | May 1, 2000 | May 1, 2000 | | Income Trust) | | | | Delaware Tax-Free USA Fund (Delaware Group Tax-Free Fund) | November 1, 1999 | November 1, 1999 | | Delaware Tax-Free USA Intermediate Fund (Delaware Group Tax-Free | | | | Fund) | November 1, 1999 | November 1, 1999 | | Delaware Tax-Free Money Fund (Delaware Group Tax-Free Money | August 27, 1999 | August 27, 1999 | | Fund) | | | | The Real Estate Investment Trust Portfolio (also known as Delaware | | | | REIT Fund) (Delaware Pooled Trust) | December 15, 1999 | March 17, 1999 | | Delaware Tax-Free Arizona Fund (Voyageur Insured Funds) | November 1, 1999 | November 1, 1999 | | Delaware Tax-Free Minnesota Intermediate Fund (Voyageur Intermediate | November 1, 1999 | November 1, 1999 | | Tax Free Funds) | | | | Delaware Minnesota High-Yield Municipal Bond Fund (Voyageur Mutual | November 1, 1999 | November 1, 1999 | | Funds) | | | | Delaware National High-Yield Municipal Bond Fund (Voyageur Mutual | | | | Funds) | November 1, 1999 | November 1, 1999 | | Delaware Tax-Free California Fund (Voyageur Mutual Funds) | November 1, 1999 | November 1, 1999 | | Delaware Tax-Free Idaho Fund (Voyageur Mutual Funds) | November 1, 1999 | November 1, 1999 | | Delaware Tax-Free New York Fund (Voyageur Mutual Funds) | November 1, 1999 | November 1, 1999 | | Delaware Tax-Free Colorado Fund (Voyageur Mutual Funds II) | November 1, 1999 | November 1, 1999 | | Delaware Select Growth Fund (Voyageur Mutual Funds III) | December 15, 1999 | December 15, 1999 | | Delaware Large Cap Core Fund (Voyageur Mutual Funds III) | August 31, 2006 | August 31, 2006 | | Delaware Tax-Free Minnesota Fund (Voyageur Tax Free Funds) | November 1, 1999 | November 1, 1999 |
| 1 | On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund. | | 2 | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. | | 3 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. |
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* 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 or in connection with any later amendment requiring such approval. Each Fund’s advisory fee under the New Investment Advisory Agreement and the Current Investment Advisory Agreement is identical. Exhibit A to Appendix C-1 lists the advisory fees for each Fund. Each Fund’s fund administration fees will remain identical after the Transaction. For fund accounting and financial administration services, each Fund pays BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges. The asset based fee, which is allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis, is calculated as follows: | | | Average Daily Net Assets of Family of Funds | Annual Fees | | First $30 billion of average daily net assets | 0.035% | | Next $10 billion of average daily net assets | 0.0325% | | Next $10 billion of average daily net assets | 0.030% | | Over $50 billion of average daily net assets | 0.020% |
For fund accounting and financial administration oversight services, each Fund pays DSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The asset based fee, which is allocated among all funds in the Delaware Investments Family of Funds on a relative NAV basis, is calculated as follows: | | | Average Daily Net Assets of Family of Funds | Annual Fees | | First $30 billion of average daily net assets | 0.0050% | | Next $10 billion of average daily net assets | 0.0045% | | Next $10 billion of average daily net assets | 0.0040% | | Over $50 billion of average daily net assets | 0.0025% |
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APPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATES The following table lists by investment objective the mutual funds that are advised by DMC, and includes (i) for the Funds, the amounts paid by each to DMC during the fiscal year indicated, (ii) for the Funds, the amounts paid by each to affiliates of DMC during the fiscal year indicated, (iii) the net assets of each mutual fund advised by DMC as of July 31, 2009, (iv) the management fee schedule for each, as an annual rate based on a percentage of average daily net assets, and (v) whether DMC has waived or agreed to waive its fees for the applicable mutual fund. All fees shown are net of any applicable waivers and reimbursements. | | | | | | | | | | Fund | Fiscal
Year
Ended | Advisory
Fees
(after
waivers,
ifany) ($) | Waiver
(Y/N) | Administration
Fees ($) | Distribution
Fees ($) | Transfer
Agency
Fees ($) | Fund Net
Assets
(asof 7/31/09)
($) | Management Fee Schedule
(as a percentage of average daily net assets)
Annual Rate | |
|
|
|
|
|
| EQUITY | | | | | | | | | | Delaware Aggressive Allocation | | | | | | | | | | Portfolio | 9/30/08 | 1,475 | Y | 2,380 | 215,282 | 86,139 | 49,597,075 | See Exhibit A to Appendix I | | Delaware American Services Fund | 6/30/09 | 1,346,875 | Y | 71,414 | 1,016,499 | 831,687 | 165,871,237 | “ | | Delaware Conservative Allocation | | | | | | | | | | Portfolio | 9/30/08 | 15,724 | Y | 2,222 | 147,491 | 18,751 | 51,620,209 | “ | | Delaware Emerging Markets Fund | 11/30/08 | 10,061,603 | N | 40,925 | 3,475,970 | 1,403,351 | 566,312,347 | “ | | Delaware Focus Global Growth Fund | 11/30/08 | N/A | N/A | N/A | N/A | N/A | 4,867,071 | “ | | Delaware Global Value Fund | 11/30/08 | 477,200 | Y | 4,015 | 447,088 | 252,427 | 38,943,506 | “ | | Delaware Growth Opportunities Fund | 9/30/08 | 3,141,092 | Y | 24,661 | 1,592,074 | 1,709,076 | 221,862,433 | “ | | Delaware Healthcare Fund | 9/30/08 | (30,345) | Y | 121 | - | 269 | 3,391,264 | “ | | Delaware International Value Equity | | | | | | | | | | Fund | 11/30/08 | 5,845,743 | Y | 38,948 | 2,303,609 | 1,553,386 | 359,015,223 | “ | | Delaware Large Cap Core Fund | 4/30/09 | (257) | Y | 85 | - | 231 | 1,625,300 | “ | | Delaware Large Cap Value Fund | 11/30/08 | 5,949,985 | Y | 49,455 | 3,135,809 | 1,900,663 | 655,924,118 | “ | | Delaware Mid Cap Value Fund | 10/31/08 | (36,366) | Y | 103 | 37 | 143 | 8,888,367 | “ | | Delaware Moderate Allocation Portfolio | 9/30/08 | 32,834 | Y | 2,614 | 213,510 | 55,166 | 235,959,745 | “ | | Delaware Select Growth Fund | 4/30/09 | 822,062 | Y | 10,668 | 942,443 | 1,427,081 | 238,312,832 | “ | | Delaware Small Cap Core Fund | 11/30/08 | 441,475 | Y | 3,923 | 229,562 | 203,528 | 60,932,993 | “ | | Delaware Small Cap Growth Fund | 6/30/09 | (10,211) | Y | 559 | 63,447 | 71,843 | 11,390,960 | “ | | Delaware Small Cap Value Fund | 11/30/08 | 3,412,713 | Y | 23,590 | 2,009,720 | 1,350,774 | 316,722,748 | “ | | Delaware Trend®Fund | 6/30/09 | N/A | Y | 17,781 | 1,426,134 | 1,367,689 | 345,331,552 | “ | | Delaware U.S. Growth Fund | 10/31/08 | 4,418,044 | Y | 43,260 | 843,673 | 937,742 | 577,585,096 | “ | | Delaware Value®Fund | 11/30/08 | 2,216,064 | Y | 175,852 | 1,400,382 | 924,320 | 359,029,563 | “ | | | | | | | | | | 1.25% on first $500 million | | Delaware VIP®Emerging Markets | | | | | | | | 1.20% on next $500 million | | Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 442,609,293 | 1.15% on next $1.5 billion | | | | | | | | | | 1.10% on assets in excess of$2.5 billion | | | | | | | | | | 0.75% on first $500 million | | Delaware VIP®Growth Opportunities | | | | | | | | 0.70% on next $500 million | | Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 24,047,567 | 0.65% on next $1.5 billion | | | | | | | | | | 0.60% on assets in excess of$2.5 billion | | | | | | | | | | 0.85% on first $500 million | | Delaware VIP®International Value | | | | | | | | 0.80% on next $500 million | | Equity Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 97,145,078 | 0.75% on next $1.5 billion | | | | | | | | | | 0.70% on assets in excess of$2.5 billion |
K-1
| | | | | | | | | | Fund | Fiscal
Year
Ended | Advisory
Fees
(after
waivers, if
any) ($) | Waiver
(Y/N) | Administration
Fees ($) | Distribution
Fees ($) | Transfer
Agency
Fees ($) | Fund Net
Assets
(asof 7/31/09)
($) | Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate | |
|
|
|
|
|
| | | | | | | | | 0.75%on first$500million | | Delaware VIP®Small Cap Value Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 691,218,393 | 0.70% on next$500million | | | | | | | | | | 0.65% on next$1.5 billion | | | | | | | | | | 0.60% on assets in excess of$2.5 billion | | | | | | | | | | 0.75%on first$500million | | Delaware VIP®Trend Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 281,638,575 | 0.70% on next$500million | | | | | | | | | | 0.65% on next$1.5 billion | | | | | | | | | | 0.60% on assets in excess of$2.5 billion | | | | | | | | | | 0.65% on first$500million | | Delaware VIP®U.S. Growth Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 166,486,594 | 0.60% on next$500million | | | | | | | | | | 0.55% on next$1.5 billion | | | | | | | | | | 0.50% on assets in excess of$2.5 billion | | | | | | | | | | 0.65% on first$500million | | Delaware VIP®Value Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 452,864,697 | 0.60% on next$500million | | | | | | | | | | 0.55% on next$1.5 billion | | | | | | | | | | 0.50% on assets in excess of$2.5 billion | | Delaware Pooled Trust - The Emerging | | | | | | | | | | Markets Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 608,767,439 | 1.00% | | Delaware Pooled Trust - The | | | | | | | | | | International Equity Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 901,424,861 | 0.75% | | Delaware Pooled Trust - The Labor | | | | | | | | | | Select International Equity Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 747,573,551 | 0.75% | | Delaware Pooled Trust - The Large-Cap | | | | | | | | | | Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 245,411,670 | 0.55% | | Delaware Pooled Trust - The Large-Cap | | | | | | | | | | Value Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 9,686,377 | 0.55% | | Delaware Pooled Trust - The Mid-Cap | | | | | | | | | | Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 4,065,931 | 0.75% | | Delaware Pooled Trust - The Select 20 | | | | | | | | | | Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 9,816,096 | 0.75% | | Delaware Pooled Trust - The Small-Cap | | | | | | | | | | Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 507,668 | 0.75% | | Delaware Pooled Trust - The Smid-Cap | | | | | | | | | | Growth Equity Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | - | 0.75% | | | | | | | | | | 0.8750% up to $50 million | | | | | | | | | | 0.8000% from$50 millionto $100 million | | Optimum International Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 162,317,432 | 0.7800% from$100 millionto $300 million | | | | | | | | | | 0.7650% from$300 millionto $400 million | | | | | | | | | | 0.7300% over $400 million | | | | | | | | | | 0.8000% up to $250 million | | | | | | | | | | 0.7875% from$250 millionto $300 million | | Optimum Large Cap Growth Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 614,887,900 | 0.7625% from$300 millionto $400 million | | | | | | | | | | 0.7375% from$400 millionto $500 million | | | | | | | | | | 0.7250% from$500 millionto $1 billion | | | | | | | | | | 0.7100% from$1 billionto $1.5 billion | | | | | | | | | | 0.7000% over $1.5 billion |
K-2
| | | | | | | | | | Fund | Fiscal
Year
Ended | Advisory
Fees
(after
waivers, if
any) ($) | Waiver
(Y/N) | Administration
Fees ($) | Distribution
Fees ($) | Transfer
Agency
Fees ($) | Fund Net
Assets (as
of 7/31/09)
($) | Management Fee Schedule
(as a percentage of average
daily net assets)
Annual Rate | |
|
|
|
|
|
| | | | | | | | | 0.8000% upto $100million | | | | | | | | | | 0.7375% from $100 million to $250 million | | Optimum Large Cap Value Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 548,159,133 | 0.7125% from $250 million to $500 million | | | | | | | | | | 0.6875% from $500 million to $1 billion | | | | | | | | | | 0.6675% from $1 billion to $1.5 billion | | | | | | | | | | 0.6475%over $1.5 billion | | Optimum Small-Mid Cap Growth Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 163,600,949 | 1.1000% | | | | | | | | | | 1.0500% upto $75million | | Optimum Small-Mid Cap Value Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 133,415,186 | 1.0250% from $75 million to $150 million | | | | | | | | | | 1.0000% over $150 million | | Consulting Group Capital Markets | | | | | | | | | | Funds - Large Capitalization Growth | n/a | N/A | N | N/A | N/A | N/A | $421,150,657 | 0.40% | | Investments | | | | | | | | | | Consulting Group Capital Markets | | | | | | | | | | Funds - Small Capitalization Value | n/a | N/A | N | N/A | N/A | N/A | $90,675,085 | 0.50% | | Equities Investments | | | | | | | | | | PNC Funds, Inc - PNC Small Cap Core | n/a | N/A | N | N/A | N/A | N/A | $5,186,059 | 0.50% upto $100million | | Fund | | | | | | | | 0.45% over $100million | | Northern Funds - Northern Multi- | n/a | N/A | N | N/A | N/A | N/A | $141,442,959 | 0.35% upto $200million | | Manager Large Cap Fund | | | | | | | | 0.20% over $200million | | MassMutual Select Funds - MassMutual | | | | | | | | | | Select Aggressive Growth Fund | n/a | N/A | N | N/A | N/A | N/A | $138,929,930 | 0.45% | | SEI Institutional Investments Trust - | n/a | N/A | N | N/A | N/A | N/A | $26,740,544 | 0.40% upto $200million | | Large Cap Diversified Alpha Fund | | | | | | | | 0.35% over $200million | | SEI Institutional Investments Trust - | n/a | N/A | N | N/A | N/A | N/A | $66,390,469 | 0.40% upto $200million | | Large Cap Fund | | | | | | | | 0.35% over $200million | | SEI Institutional Managed Trust - Large | | | | | | | | | | Cap Growth Fund | n/a | N/A | N | N/A | N/A | N/A | $299,933,951 | 0.20% | | UBS Pace Large Co Growth Equity | | | | | | | | | | Investments | n/a | N/A | N | N/A | N/A | N/A | $201,788,849 | 0.40% | | Lincoln Variable Insurance Products | | | | | | | | | | Trust - LVIP Delaware Social | n/a | N/A | N | N/A | N/A | N/A | $638,932,185 | 0.20% | | Awareness Fund | | | | | | | | | | Lincoln Variable Insurance Products | | | | | | | | | | Trust - LVIP Delaware Foundation | n/a | N/A | N | N/A | N/A | N/A | $275,580,815 | 0.35% | | Aggressive Allocation Fund | | | | | | | | | | Lincoln Variable Insurance Products | | | | | | | | | | Trust - LVIP Delaware Foundation | n/a | N/A | N | N/A | N/A | N/A | $74,309,777 | 0.35% | | Moderate Allocation Fund | | | | | | | | |
K-3
| | | | | | | | | | Fund | Fiscal
Year
Ended | Advisory
Fees
(after
waivers, if
any) ($) | Waiver
(Y/N) | Administration
Fees ($) | Distribution
Fees ($) | Transfer
Agency
Fees ($) | Fund Net
Assets (as
of 7/31/09)
($) | Management Fee Schedule
(as a percentage of average daily
net assets)
Annual Rate | |
|
|
|
|
|
| Lincoln Variable Insurance Products | | | | | | | | | | Trust - LVIP Delaware Growth and | n/a | N/A | N | N/A | N/A | N/A | $1,110,154,464 | 0.20% | | Income Fund | | | | | | | | | | Lincoln Variable Insurance Products | | | | | | | | | | Trust - LVIP Delaware Special | n/a | N/A | N | N/A | N/A | N/A | $469,430,328 | 0.20% | | Opportunities Fund | | | | | | | | | | SEI Institutional Managed Trust - Large | n/a | N/A | N | N/A | N/A | N/A | $80,390,330 | 0.40% up to$200million | | Cap Diversified Alpha Fund | | | | | | | | 0.35% over$200million | | SEI Institutional Managed Trust - Tax- | | | | | | | | | | Managed Large Cap Fund | n/a | N/A | N | N/A | N/A | N/A | $158,593,379 | 0.20% | | REAL ESTATE | | | | | | | | | | Delaware Global Real Estate Securities | | | | | | | | | | Fund | 9/30/08 | (56,829) | Y | 126 | - | 134 | 1,675,227 | See Exhibit A to Appendix I | | Delaware REIT Fund (also known as | | | | | | | | | | The Real Estate Investment Trust | 10/31/08 | 2,106,027 | Y | 15,159 | 976,866 | 1,057,506 | 178,921,674 | “ | | Portfolio) | | | | | | | | | | | | | | | | | | 0.75% on first $500million | | Delaware VIP®REIT Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 228,392,747 | 0.70%on next $500million | | | | | | | | | | 0.65% on next $1.5 billion | | | | | | | | | | 0.60% on assets in excess of$2.5 billion | | | | | | | | | | 0.99% on first $100million | | Delaware Pooled Trust - The Global | 10/31/08 | N/A | Y | N/A | N/A | N/A | 53,791,075 | 0.90% on the next $150million | | Real Estate Securities Portfolio | | | | | | | | 0.80% on assets in excess of$250million | | Delaware Pooled Trust - The Real Estate | | | | | | | | | | Investment Trust Portfolio II | 10/31/08 | N/A | Y | N/A | N/A | N/A | 4,612,395 | 0.75% | | FIXED INCOME TAXABLE | | | | | | | | | | Delaware Core Plus Bond Fund | 7/31/08 | 378,075 | Y | 12,530 | 294,515 | 163,769 | 78,586,956 | See Exhibit A to Appendix I | | Delaware Corporate Bond Fund | 7/31/08 | 2,192,286 | Y | 65,520 | 1,701,318 | 836,390 | 654,556,423 | “ | | Delaware Diversified Income Fund | 10/31/08 | 14,912,383 | N | 159,256 | 13,466,559 | 3,480,627 | 4,681,464,435 | “ | | Delaware Dividend Income Fund | 11/30/08 | 2,904,878 | Y | 33,367 | 4,204,502 | 1,278,360 | 376,294,484 | “ | | Delaware Enhanced Global Dividend | | | | | | | | | | and Income Fund | 11/31/08 | 2,029,426 | N | 35,904 | - | 71,030 | 143,626,698 | “ | | Delaware Extended Duration Bond Fund | 7/31/08 | 733,052 | Y | 29,162 | 730,900 | 578,387 | 231,448,785 | “ | | Delaware High-Yield Opportunities | | | | | | | | | | Fund | 7/31/08 | 793,631 | Y | 18,588 | 680,157 | 294,012 | 367,625,492 | “ | | Delaware Inflation Protected Bond Fund | 7/31/08 | 207,493 | Y | 6,770 | 64,555 | 22,691 | 221,063,870 | “ | | Delaware Investments Dividend and | | | | | | | | | | Income Fund, Inc. | 11/31/08 | N/A | N | N/A | N/A | N/A | 59,683,630 | 0.55% | | Delaware Investments Global Dividend | | | | | | | | | | and Income Fund, Inc. | 11/31/08 | N/A | N | N/A | N/A | N/A | 31,563,148 | 0.70% | | Delaware Limited-Term Diversified | | | | | | | | | | Income Fund | 12/31/08 | 897,830 | Y | 12,087 | 638,764 | 363,217 | 734,042,615 | See | | | | | | | | | | 0.65% on first $500million | | Delaware VIP®Diversified Income | | | | | | | | 0.60% on next $500million | | Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 1,154,626,147 | 0.55% on next $1.5 billion | | | | | | | | | | 0.50% on assets in excess of$2.5 billion | | | | | | | | | | 0.65% on first $500million | | Delaware VIP®High Yield Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 406,179,335 | 0.60% on next $500million | | | | | | | | | | 0.55% on next $1.5 billion | | | | | | | | | | 0.50% on assets in excess of$2.5 billion |
K-4
| | | | | | | | | | Fund | Fiscal
Year
Ended | Advisory
Fees
(afterwaivers,
ifany) ($) | Waiver
(Y/N) | Administration
Fees ($) | Distribution
Fees ($) | Transfer
Agency
Fees ($) | Fund Net
Assets (as
of 7/31/09)
($) | Management Fee Schedule
(as a percentage of average daily
net assets)
Annual Rate | |
|
|
|
|
|
| | | | | | | | | 0.50% on first$500 million | | Delaware VIP®Limited-Term | | | | | | | | 0.475% on next$500 million | | Diversified Income Series | 12/31/08 | N/A | Y | N/A | N/A | N/A | 250,708,066 | 0.45%on next$1.5 billion | | | | | | | | | | 0.425% on assets in excess of$2.5 billion | | Delaware Pooled Trust - The Core Focus | | | | | | | | | | Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 18,548,833 | 0.40% | | Delaware Pooled Trust - The Core Plus | | | | | | | | | | Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 57,825,157 | 0.43% | | Delaware Pooled Trust - The Global | | | | | | | | | | Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 137,581,483 | 0.50% | | Delaware Pooled Trust - The High-Yield | | | | | | | | | | Bond Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 21,849,485 | 0.45% | | Delaware Pooled Trust - The | | | | | | | | | | Intermediate Fixed Income Portfolio | 10/31/08 | N/A | Y | N/A | N/A | N/A | 7,181,598 | 0.40% | | Delaware Pooled Trust - The | | | | | | | | | | International Fixed Income Portfolio | 10/31/08 | N/A | N | N/A | N/A | N/A | 18,576,967 | 0.50% | | | | | | | | | | 0.7000% up to$25 million | | | | | | | | | | 0.6500% from$25 million to $100 million | | Optimum Fixed Income Fund | 3/31/09 | N/A | Y | N/A | N/A | N/A | 692,576,469 | 0.6000% from$100 million to $500 million | | | | | | | | | | 0.5500% from$500 million to $1 billion | | | | | | | | | | 0.5000% over $1 billion | | Lincoln Variable Insurance Products | n/a | N/A | N | N/A | N/A | N/A | $1,934,214,482 | 0.18% | | Trust - LVIP Delaware Bond Fund | | | | | | | | | | SEI Institutional Investments Trust - | n/a | N/A | N | N/A | N/A | N/A | $258,981,042 | 0.28% | | High Yield Bond Fund | | | | | | | | | | SEI Institutional Management Trust - | | | | | | | | | | High Yield Bond Fund | n/a | N/A | N | N/A | N/A | N/A | $225,986,783 | 0.28% | | Lincoln Variable Insurance Products | | | | | | | | | | Trust - LVIP Delaware Foundation | n/a | N/A | N | N/A | N/A | N/A | $371,403,316 | 0.35% | | Conservative Allocation Fund | | | | | | | | | | FIXED INCOME TAX EXEMPT | | | | | | | | | | Delaware Investments Arizona | | | | | | | | | | Municipal Income Fund, Inc. | 3/31/09 | N/A | N | N/A | N/A | N/A | 39,569,293 | 0.40% | | Delaware Investments Colorado | | | | | | | | | | Municipal Income Fund, Inc. | 3/31/09 | N/A | N | N/A | N/A | N/A | 65,158,068 | 0.40% | | Delaware Investments Minnesota | | | | | | | | | | Municipal Income Fund II, Inc. | 3/31/09 | N/A | N | N/A | N/A | N/A | 156,068,269 | 0.40% | | Delaware Investments National | | | | | | | | | | Municipal Income Fund | 3/31/09 | N/A | N | N/A | N/A | N/A | 30,101,448 | 0.40% | | Delaware Minnesota High-Yield | | | | | | | | | | Municipal Bond Fund | 8/31/08 | 695,090 | Y | 11,502 | 621,530 | 90,277 | 136,173,985 | See Exhibit A to Appendix I | | Delaware National High-Yield | | | | | | | | | | Municipal Bond Fund | 8/31/08 | 313,283 | Y | 5,946 | 263,703 | 52,373 | 74,306,095 | “ | | Delaware Tax-Free Arizona Fund | 8/31/08 | 483,562 | Y | 11,292 | 499,209 | 59,338 | 124,554,577 | “ | | Delaware Tax-Free California Fund | 8/31/08 | 434,758 | Y | 7,605 | 402,450 | 41,824 | 78,089,669 | “ | | Delaware Tax-Free Colorado Fund | 8/31/08 | 1,374,394 | Y | 20,604 | 750,906 | 128,035 | 235,014,874 | “ | | Delaware Tax-Free Idaho Fund | 8/31/08 | 385,385 | Y | 6,910 | 344,475 | 40,265 | 101,869,779 | “ | | Delaware Tax-Free Minnesota Fund | 8/31/08 | 3,340,865 | Y | 48,918 | 1,850,281 | 298,962 | 603,258,720 | “ | | Delaware Tax-Free Minnesota | | | | | | | | | | Intermediate Fund | 8/31/08 | 233,696 | Y | 4,531 | 147,019 | 34,723 | 85,783,562 | “ | | Delaware Tax-Free Money Fund | 4/30/09 | (13,812) | Y | 878 | - | 13,919 | 13,020,741 | “ |
K-5
| | | | | | | | | | Fund | Fiscal
Year
Ended | Advisory
Fees
(after
waivers, if
any) ($) | Waiver
(Y/N) | Administration
Fees ($) | Distribution
Fees ($) | Transfer
Agency
Fees ($) | Fund Net
Assets (as
of 7/31/09)
($) | Managment Fee Schedule
(as a percentage of average daily
net assets)
Annual Rate | |
|
|
|
|
|
| Delaware Tax-Free New York Fund | 8/31/08 | 59,322 | Y | 1,496 | 76,712 | 14,095 | 28,054,946 | “ | | Delaware Tax-Free Pennsylvania Fund | 2/28/09 | 2,646,922 | Y | 25,159 | 1,304,013 | 280,994 | 502,398,994 | “ | | Delaware Tax-Free USA Fund | 8/31/08 | 3,038,078 | Y | 55,881 | 1,857,104 | 419,011 | 554,012,527 | “ | | Delaware Tax-Free USA Intermediate | | | | | | | | | | Fund | 8/31/08 | 1,455,004 | Y | 29,234 | 819,000 | 389,646 | 481,653,858 | “ | | | | | | | | | | 0.23% up to $25 million | | AssetMark Tax-Exempt Fixed Income | | | | | | | | 0.20%from$25 million to $100 million | | Fund | n/a | N/A | N | N/A | N/A | N/A | $82,621,889 | 0.17%from$100 million to $200 million | | | | | | | | | | 0.125% over $200 million | | SEI Tax Exempt Trust - Intermediate- | | | | | | | | | | Term Municipal Fund | n/a | N/A | N | N/A | N/A | N/A | $321,920,551 | 0.15% | | MONEY MARKET TAXABLE | | | | | | | | | | Delaware Cash Reserve Fund | 3/31/09 | 2,090,836 | Y | 25,006 | 201,131 | 549,206 | 442,391,631 | See Exhibit A to Appendix I | | | | | | | | | | 0.45% on first $500 million | | Delaware VIP®Cash Reserve Series | 12/31/08 | N/A | N | N/A | N/A | N/A | 15,598,306 | 0.40% on next $500 million | | | | | | | | | | 0.35%on next $1,500 million | | | | | | | | | | 0.30%on assets in excess of$2.5billion | | Lincoln Variable Insurance Products | n/a | N/A | N | N/A | N/A | N/A | $1,315,433,023 | 0.18% | | Trust - LVIP Money Market Fund | | | | | | | | |
K-6
APPENDIX L – TRUSTEES AND OFFICERS OF DMC The following persons have held the 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. | | | a series of Name | Positions and Offices with the Trusts | Positions and Offices with | | | Delaware Management Business TrustCompany | | Patrick P. Coyne | Trustee, Chairman/President/Chief Executive | President | | Officer | | | David P. O’Connor | Trustee, Senior Vice President/Strategic | Senior Vice President/Strategic | | Investment Relationships and Initiatives/General | Investment Relationships and | | Counsel | Initiatives/General Counsel | | See Yeng Quek | Trustee, Executive Vice President/Managing | Executive Vice President/Managing | | Director, Fixed Income | Director/Chief Investment Officer, | | | Fixed Income | | Michael J. Hogan | Executive Vice President/Head of Equity | Executive Vice President/Head of | | Investments | Equity Investments | | Marshall T. Bassett | Senior Vice President/Chief Investment Officer | Senior Vice President/Chief | | — Emerging Growth Equity | Investment Officer — Emerging | | | Growth Equity | | Joseph R. Baxter | Senior Vice President/Head of Municipal Bond | Senior Vice President/Head of | | Investments | Municipal Bond Investments | | Christopher S. Beck | Senior Vice President/Senior Portfolio Manager | Senior Vice President/Senior | | | Portfolio Manager | | Michael P. Buckley | Senior Vice President/Director of Municipal | Senior Vice President/Director of | | Research | Municipal Research | | Stephen J. Busch | Senior Vice President– Investment Accounting | Senior Vice President – Investment | | | Accounting | | Michael F. Capuzzi | Senior Vice President — | Senior Vice President — | | Investment Systems | Investment Systems | | Lui-Er Chen | Senior Vice President/Senior Portfolio | Senior Vice President/Senior | | Manager/Chief Investment Officer, Emerging | Portfolio Manager/Chief Investment | | Markets | Officer, Emerging Markets | | Thomas H. Chow | Senior Vice President/Senior Portfolio Manager | Senior Vice President/Senior | | | Portfolio Manager | | Stephen J. Czepiel | Senior Vice President/Portfolio Manager/Head | Senior Vice President/Portfolio | | Municipal Bond Trader | Manager/Senior Municipal Bond | | | Trader | | Chuck M. Devereux | Senior Vice President/Senior Research Analyst | Senior Vice President/Senior | | | Research Analyst | | | Roger A. Early | Senior Vice President/Senior Portfolio Manager | Senior Vice President/Senior | | | Portfolio Manager | | Stuart M. George | Senior Vice President/Head of Equity Trading | Senior Vice President/Head of Equity | | | Trading | | Paul Grillo | Senior Vice President/Senior Portfolio Manager | Senior Vice President/Senior | | | Portfolio Manager | | William F. Keelan | Senior Vice President/Director of Quantitative | Senior Vice President/Director of | | Research | Quantitative Research | | Kevin P. Loome | Senior Vice President/Senior Portfolio | Senior Vice President/Senior | | Manager/Head of High Yield Investments | Portfolio Manager/Head of High | | | Yield Investments | | Francis X. Morris | Senior Vice President/Chief Investment Officer | Senior Vice President/Chief | | | L-1 | | |
| | | | Name | FOUNDATION FUNDSPositions and Offices with the Trusts | Positions and Offices with | | | Delaware Management Company | | — Core Equity | Investment Officer — Core Equity | | Brian L. Murray, Jr. | Senior Vice President/ Chief Compliance | Senior Vice President/Chief | | Officer | Compliance Officer | | D. Tysen Nutt | Senior Vice President/Chief Investment Officer, | Senior Vice President/Chief | | Large Cap Value Equity | Investment Officer, Large Cap Value | | | Equity | | Philip O. Obazee | Senior Vice President/Derivatives Manager | Senior Vice President/Derivatives | | | Manager | | Richard Salus | Senior Vice President/Chief Financial Officer | Senior Vice President/ | | | Controller/Treasurer | | Jeffrey S. Van Harte | Senior Vice President/Chief Investment Officer | Senior Vice President/Chief | | — | Investment Officer — Focus Growth | | Focus Growth Equity | Equity | | Babak Zenouzi | Senior Vice President/Senior Portfolio Manager | Senior Vice President/Senior | | | Portfolio Manager | | Gary T. Abrams | Vice President/Senior Equity Trader | Vice President/Senior Equity Trader | | Christopher S. Adams | Vice President/Portfolio Manager/Senior Equity | Vice President/Portfolio | | Analyst | Manager/Senior Equity Analyst | | Damon J. Andres | Vice President/Senior Portfolio Manager | Vice President/Senior Portfolio | | | Manager | | Wayne A. Anglace | Vice President/Credit Research Analyst | Vice President/Credit Research | | | Analyst | | Margaret MacCarthy | Vice President/Investment Specialist | Vice President/Investment Specialist | | Bacon | | | | Kristen E. Bartholdson | Vice President | Vice President/Portfolio Manager | | Todd Bassion | Vice President/Portfolio Manager | Vice President/ Portfolio Manager | | Jo Anne Bennick | Vice President/15(c) Reporting | Vice President/15(c) Reporting | | Richard E. Biester | Vice President/Equity Trader | Vice President/Equity Trader | | Christopher J. Bonavico | Vice President/Senior Portfolio Manager/Equity | Vice President/Senior Portfolio | | Analyst | Manager/Equity Analyst | | Vincent A. Brancaccio | Vice President/Senior Equity Trader | Vice President/Senior Equity Trader | | Kenneth F. Broad | Vice President/Senior Portfolio Manager/Equity | Vice President/Senior Portfolio | | Analyst | Manager/Equity Analyst | | Kevin J. Brown | Vice President/ | Vice President/ | | Senior Investment Specialist | Senior Investment Specialist | | Mary Ellen M. | Vice President/Client Services | Vice President/Client Services | | Carrozza | | | | Stephen G. Catricks | Vice President/Portfolio Manager | Vice President/Portfolio Manager | | Wen-Dar Chen | Vice President/Portfolio Manager | Vice President/Portfolio Manager | | Anthony G. Ciavarelli | Vice President/Associate General | Vice President/ Associate General | | Counsel/Assistant Secretary | Counsel/Assistant Secretary | | David F. Connor | Vice President/Deputy General | Vice President/Deputy General | | Counsel/Secretary | Counsel/Secretary | | Michael Costanzo | Vice President/Performance Analyst Manager | Vice President/Performance Analyst | | | Manager | | Kishor K. Daga | Vice President/Derivatives Operations | Vice President/Derivatives | | | Operations | | Cori E. Daggett | Vice President/Associate General | Vice President/Counsel/ Assistant | | Counsel/Assistant Secretary | Secretary | | Craig C. Dembek | Vice President/Senior Research Analyst | Vice President/Senior Research | | | Analyst | | Camillo D’Orazio | Vice President/Investment Accounting | Vice President/Investment | | | | | By:L-2 | | |
| | | | Name | Positions and Offices with the Trusts | Positions and Offices with | | | | By:Delaware Management Company | | | | Name: | Name:Accounting | Title:Christopher M. | Title:Vice President/Portfolio Manager/Equity | Vice President/Portfolio | | Ericksen | Analyst | Manager/Equity Analyst | | Joel A. Ettinger | Vice President – Taxation | Vice President – Taxation | | Devon K. Everhart | Vice President/Senior Research Analyst | Vice President/Senior Research | | | | Analyst | | Joseph Fiorilla | Vice President – Trading Operations | Vice President – Trading Operations | | Charles E. Fish | Vice President/Senior Equity Trader | Vice President/Senior Equity Trader | | Clifford M. Fisher | Vice President/Senior Municipal Bond Trader | Vice President/Senior Municipal | | | Bond Trader | | Patrick G. Fortier | Vice President/Portfolio Manager/Equity | Vice President/Portfolio | | Analyst | Manager/Equity Analyst | | Denise A. Franchetti | Vice President/Portfolio Manager/Municipal | Vice President/Portfolio | | Bond Credit Analyst | Manager/Municipal Bond Credit | | | Analyst | | Lawrence G. Franko | Vice President/ Senior Equity Analyst | Vice President/ Senior Equity | | | Analyst | | Daniel V. Geatens | Vice President/Treasurer | Vice President/Director of Financial | | | Administration | | Gregory A. Gizzi | Vice President/ Head Municipal Bond Trader | Vice President/ Head Municipal | | | Bond Trader | | Barry S. Gladstein | Vice President/Portfolio Manager | Vice President/Portfolio Manager | | Gregg J. Gola | Vice President/Senior High Yield Trader | Vice President/Senior High Yield | | | Trader | | Christopher Gowlland | Vice President/Senior Quantitative Analyst | Vice President/Senior Quantitative | | | Analyst | | Edward Gray | Vice President/Senior Portfolio Manager | Vice President/Senior Portfolio | | | Manager | | David J. Hamilton | Vice President/Credit Research Analyst | Vice President/Fixed Income Analyst | | Brian Hamlet | Vice President/Senior Corporate Bond Trader | Vice President/Senior Corporate | | | Bond Trader | | Lisa L. Hansen | Vice President/Head of Focus Growth Equity | Vice President/Head of Focus | | Trading | Growth Equity Trading | | | Gregory M. Heywood | Vice President/Portfolio Manager/Equity | Vice President/Portfolio | | Analyst | Manager/Equity Analyst | | Sharon Hill | Vice President/Head of Equity Quantitative | Vice President/Head of Equity | | Research and Analytics | Quantitative Research and Analytics | | J. David Hillmeyer | Vice President | Vice President/Corporate Bond | | | Trader | | Christopher M. Holland | Vice President/Portfolio Manager | Vice President/Portfolio Manager | | Chungwei Hsia | Vice President/ Senior Research Analyst | Vice President/ Senior Research | | | Analyst | | Michael E. Hughes | Vice President/Senior Equity Analyst | Vice President/Senior Equity Analyst | | Jordan L. Irving | Vice President/Senior Portfolio Manager | Vice President/Senior Portfolio | | | Manager | | Cynthia Isom | Vice President/Portfolio Manager | Vice President/Portfolio Manager | | Kenneth R. Jackson | Vice President/Equity Trader | Vice President/Quantitative Analyst | | Stephen M. | Vice President/Structured Products | Vice President/Structured Products | | Juszczyszyn | Analyst/Trader | Analyst/Trader | | Anu B. Kothari | Vice President/ Equity Analyst | Vice President/ Equity Analyst | | Roseanne L. Kropp | Vice President/Senior Fund Analyst – High | Vice President/ Senior Fund Analyst | | | | | Attest:L-3 | | | |
| Attest: | | | Name:Name | Name:Positions and Offices with the Trusts | Positions and Offices with | Title: | Title: |
5
APPENDIX B
PRINCIPAL SHAREHOLDERS
To the Trust’s knowledge, as of the Record Date, the following are all of the beneficial and record owners of more than five percent of each Portfolio:
| | | Number ofDelaware Management Company | Percent of | Percent of | Portfolio and Class | Shareholder Name and AddressGrade | Shares | Portfolio | ClassII - High Grade | Delaware AggressiveNikhil G. Lalvani | Vice President/Portfolio Manager | | | | Allocation Portfolio | | | | Vice President/Senior Equity | | | | Analyst/Portfolio Manager | | Brian R. Lauzon | Vice President/ Chief Operating Officer, Equity | Vice President/Chief Operating | | | Investments | Officer, Equity Investments | | Anthony A. Lombardi | Vice President/Senior Portfolio Manager | Vice President/Senior Portfolio | | | | Manager | | Francis P. Magee | Vice President/Portfolio Analyst | Vice President/Portfolio Analyst | | John P. McCarthy | Vice President/Senior Research Analyst/Trader | Vice President/Senior Research | | | | Analyst/Trader | | Brian McDonnell | Vice President/Structured Products | Vice President/Structured Products | | | Analyst/Trader | Analyst/Trader | | Michael S. Morris | Vice President/Portfolio Manager/Senior Equity | Vice President/Portfolio | | Analyst | Manager/Senior Equity Analyst | | Terrance M. O’Brien | Vice President/ Fixed Income Reporting Analyst | Vice President/ Fixed Income | | | | Reporting Analyst | | Donald G. Padilla | Vice President/Portfolio Manager/Senior Equity | Vice President/Portfolio | | | Analyst | Manager/Senior Equity Analyst | | Daniel J. Prislin | Vice President/Senior Portfolio Manager/Equity | Vice President/Senior Portfolio | | Analyst | Manager/Equity Analyst | | Gretchen Regan | Vice President/Quantitative Analyst | Vice President/Quantitative Analyst | | Carl Rice | Vice President/Senior Investment Specialist, | Vice President/Senior Investment | | Large Cap Value Focus Equity | Specialist, Large Cap Value Focus | | | | Equity | | Joseph T. Rogina | Vice President/Equity Trader | Vice President/Equity Trader | | Debbie A. Sabo | Vice President/Equity Trader – Focus Growth | Vice President/Equity Trader – Focus | | | Equity | Growth Equity | | Kevin C. Schildt | Vice President/Senior Municipal Credit Analyst | Vice President/Senior Municipal | | | | | | Credit Analyst | Delaware ModerateBruce Schoenfeld | Vice President/Equity Analyst | | | Vice President/Equity Analyst | Allocation PortfolioNancy E. Smith | Vice President — Investment Accounting | | | Vice President — Investment | | | | Accounting | | Brenda L. Sprigman | Vice President/Business Manager – Fixed | Vice President/Business Manager – | | | Income | Fixed Income | | Junee Tan-Torres | Vice President/ Structured Solutions | Vice President/ Structured Solutions | | Rudy D. Torrijos, III | Vice President/ Portfolio Manager | Vice President/ Portfolio Manager | | Michael J. Tung | Vice President/ Portfolio Manager | Vice President/ Portfolio Manager | | Robert A. Vogel, Jr. | Vice President/Senior Portfolio Manager | Vice President/Senior Portfolio | | | | Manager | | Lori P. Wachs | Vice President/Portfolio Manager | Vice President/Portfolio Manager | | Jeffrey S. Wang | Vice President/ Equity Analyst | Vice President/ Equity Analyst | | Michael G. Wildstein | Vice President/ Senior Research Analyst | Vice President/ Senior Research | | | | Analyst | | Kathryn R. Williams | Vice President/Associate General | Vice President/Associate General | | | Counsel/Assistant Secretary | Counsel/Assistant Secretary | | Nashira Wynn | Vice President/Portfolio Manager | Vice President/Senior Equity | | | | Analyst/Portfolio Manager | | Guojia Zhang | Vice President/Equity Analyst | Vice President/Equity Analyst | | Douglas R. Zinser | Vice President/Credit Research Analyst | Vice President/Credit Research | | | | Analyst |
L-4
APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING
AS OF JULY 31, 2009 | | | | | | | | Shares | | Fund Name | Class | Outstanding | | Delaware American Services Fund | A | 8,307,110.73 | | Delaware American Services Fund | B | 1,967,195.99 | | Delaware American Services Fund | C | 3,391,198.18 | | Delaware American Services Fund | I | 922,813.72 | | Delaware American Services Fund | R | 236,624.35 | | Delaware Cash Reserve Fund | A | 409,648,027.42 | | Delaware Cash Reserve Fund | B | 7,571,200.61 | | Delaware Cash Reserve Fund | C | 11,999,635.87 | | Delaware Cash Reserve Fund | CC | 13,352,167.66 | | Delaware Core Plus Bond Fund | A | 8,499,313.53 | | Delaware Core Plus Bond Fund | B | 590,047.37 | | Delaware Core Plus Bond Fund | C | 762,595.96 | | Delaware Core Plus Bond Fund | I | 421,213.94 | | Delaware Core Plus Bond Fund | R | 30,797.35 | | Delaware Corporate Bond Fund | A | 84,164,830.28 | | Delaware Corporate Bond Fund | B | 2,185,573.07 | | Delaware Corporate Bond Fund | C | 22,304,687.11 | | Delaware Corporate Bond Fund | I | 9,192,140.79 | | Delaware Corporate Bond Fund | R | 2,053,525.00 | | Delaware Diversified Income Fund | A | 356,131,697.99 | | Delaware Diversified Income Fund | B | 5,635,860.95 | | Delaware Diversified Income Fund | C | 123,919,293.56 | | Delaware Diversified Income Fund | I | 27,333,904.45 | | Delaware Diversified Income Fund | R | 13,651,297.12 | | Delaware Dividend Income Fund | A | 22,944,114.03 | | Delaware Dividend Income Fund | B | 3,920,949.20 | | Delaware Dividend Income Fund | C | 17,648,139.72 | | Delaware Dividend Income Fund | I | 309,723.23 | | Delaware Dividend Income Fund | R | 313,635.21 | | Delaware Emerging Markets Fund | A | 28,477,236.53 | | Delaware Emerging Markets Fund | B | 1,696,559.45 | | Delaware Emerging Markets Fund | C | 11,639,314.09 | | Delaware Emerging Markets Fund | I | 9,094,544.14 | | Delaware Extended Duration Bond Fund | A | 32,965,118.99 | | Delaware Extended Duration Bond Fund | B | 714,353.37 | | Delaware Extended Duration Bond Fund | C | 3,416,477.09 | | Delaware Extended Duration Bond Fund | I | 4,690,859.62 | | Delaware Extended Duration Bond Fund | R | 118,595.09 | | Delaware Focus Global Growth Fund | A | 196,781.95 | | Delaware Focus Global Growth Fund | I | 235,297.12 |
M-1
| | | | Delaware Aggressive Allocation Portfolio | A | 3,465,604.00 | | Delaware Aggressive Allocation Portfolio | B | 459,043.89 | | Delaware Aggressive Allocation Portfolio | C | 582,869.61 | | Delaware Aggressive Allocation Portfolio | I | 1,394,609.32 | | Delaware Aggressive Allocation Portfolio | R | 221,889.37 | | Delaware Conservative Allocation Portfolio | A | 4,308,791.41 | | Delaware Conservative Allocation Portfolio | B | 78,613.11 | | Delaware Conservative Allocation Portfolio | C | 340,275.07 | | Delaware Conservative Allocation Portfolio | I | 1,007,016.76 | | Delaware Conservative Allocation Portfolio | R | 88,789.27 | | Delaware Moderate Allocation Portfolio | A | 20,011,562.38 | | Delaware Moderate Allocation Portfolio | B | 642,801.03 | | Delaware Moderate Allocation Portfolio | C | 1,022,400.14 | | Delaware Moderate Allocation Portfolio | I | 3,847,726.70 | | Delaware Moderate Allocation Portfolio | R | 162,904.97 | | Delaware Global Real Estate Securities Fund | A | 182.265 | | Delaware Global Real Estate Securities Fund | I | 359,843.89 | | Delaware Global Value Fund | A | 3,236,022.17 | | Delaware Global Value Fund | B | 569,699.44 | | Delaware Global Value Fund | C | 1,516,051.68 | | Delaware Global Value Fund | I | 191,341.19 | | Delaware Growth Opportunities Fund | A | 14,818,145.62 | | Delaware Growth Opportunities Fund | B | 347,682.92 | | Delaware Growth Opportunities Fund | C | 435,124.36 | | Delaware Growth Opportunities Fund | I | 261,740.86 | | Delaware Growth Opportunities Fund | R | 56,155.55 | | Delaware Healthcare Fund | A | 120,909.07 | | Delaware Healthcare Fund | I | 256,109.18 | | Delaware High-Yield Opportunities Fund | A | 73,450,305.52 | | Delaware High-Yield Opportunities Fund | B | 3,364,718.10 | | Delaware High-Yield Opportunities Fund | C | 8,815,757.03 | | Delaware High-Yield Opportunities Fund | I | 12,694,132.20 | | Delaware High-Yield Opportunities Fund | R | 4,294,740.65 | | Delaware Inflation Protected Bond Fund | A | 8,312,339.23 | | Delaware Inflation Protected Bond Fund | B | 188,301.72 | | Delaware Inflation Protected Bond Fund | C | 4,027,833.86 | | Delaware Inflation Protected Bond Fund | I | 9,419,003.59 | | Delaware International Value Equity Fund | A | 14,840,111.11 | | Delaware International Value Equity Fund | B | 1,067,080.39 | | Delaware International Value Equity Fund | C | 5,175,961.29 | | Delaware International Value Equity Fund | I | 13,666,903.65 | | Delaware International Value Equity Fund | R | 251,795.05 | | Delaware Large Cap Core Fund | A | 1,541.21 | | Delaware Large Cap Core Fund | I | 252,689.79 |
M-2
| | | | Delaware Large Cap Value Fund | A | 49,886,593.44 | | Delaware Large Cap Value Fund | B | 1,438,363.18 | | Delaware Large Cap Value Fund | C | 1,320,509.62 | | Delaware Large Cap Value Fund | I | 2,229,686.76 | | Delaware Large Cap Value Fund | R | 111,520.19 | | Delaware Limited-Term Diversified Income Fund | A | 63,645,553.57 | | Delaware Limited-Term Diversified Income Fund | B | 407,345.24 | | Delaware Limited-Term Diversified Income Fund | C | 18,200,945.79 | | Delaware Limited-Term Diversified Income Fund | I | 2,071,289.06 | | Delaware Limited-Term Diversified Income Fund | R | 365,963.82 | | Delaware Mid Cap Value Fund | A | 34,392.69 | | Delaware Mid Cap Value Fund | C | 9,428.66 | | Delaware Mid Cap Value Fund | I | 1,341,173.84 | | Delaware Mid Cap Value Fund | R | 3.224 | | Delaware Minnesota High-Yield Municipal Bond Fund | A | 10,927,247.96 | | Delaware Minnesota High-Yield Municipal Bond Fund | B | 509,394.77 | | Delaware Minnesota High-Yield Municipal Bond Fund | C | 2,507,347.47 | | Delaware National High-Yield Municipal Bond Fund | A | 7,632,607.68 | | Delaware National High-Yield Municipal Bond Fund | B | 167,569.47 | | Delaware National High-Yield Municipal Bond Fund | C | 850,944.11 | | Delaware National High-Yield Municipal Bond Fund | I | 138.63 | | Delaware REIT Fund | A | 8,434,200.70 | | Delaware REIT Fund | I | 13,643,975.31 | | Delaware REIT Fund | R | 504,554.78 | | Delaware REIT Fund | B | 1,611,608.58 | | Delaware REIT Fund | C | 2,222,726.92 | | Delaware Select Growth Fund | A | 5,716,873.40 | | Delaware Select Growth Fund | B | 950,262.41 | | Delaware Select Growth Fund | C | 1,324,332.74 | | Delaware Select Growth Fund | R | 34,564.97 | | Delaware Select Growth Fund | I | 3,144,775.77 | | Delaware Small Cap Core Fund | A | 2,422,168.04 | | Delaware Small Cap Core Fund | C | 985,111.48 | | Delaware Small Cap Core Fund | I | 3,287,676.99 | | Delaware Small Cap Core Fund | R | 457,544.70 | | Delaware Small Cap Growth Fund | I | 69.533 | | Delaware Small Cap Growth Fund | R | 127,035.78 | | Delaware Small Cap Growth Fund | A | 786,109.32 | | Delaware Small Cap Growth Fund | B | 186,462.19 | | Delaware Small Cap Growth Fund | C | 484,411.67 | | Delaware Small Cap Value Fund | A | 8,967,675.27 | | Delaware Small Cap Value Fund | B | 826,429.50 | | Delaware Small Cap Value Fund | C | 1,916,299.16 | | Delaware Small Cap Value Fund | I | 460,530.57 |
M-3
| | | | Delaware Small Cap Value Fund | R | 603,477.76 | | Delaware Tax-Free Arizona Fund | A | 10,203,952.88 | | Delaware Tax-Free Arizona Fund | B | 588,318.73 | | Delaware Tax-Free Arizona Fund | C | 654,557.17 | | Delaware Tax-Free California Fund | A | 5,799,662.70 | | Delaware Tax-Free California Fund | B | 472,859.80 | | Delaware Tax-Free California Fund | C | 1,289,320.83 | | Delaware Tax-Free Colorado Fund | A | 21,197,643.71 | | Delaware Tax-Free Colorado Fund | B | 263,399.13 | | Delaware Tax-Free Colorado Fund | C | 1,050,445.66 | | Delaware Tax-Free Idaho Fund | A | 7,268,912.69 | | Delaware Tax-Free Idaho Fund | B | 292,637.86 | | Delaware Tax-Free Idaho Fund | C | 1,436,225.92 | | Delaware Tax-Free Minnesota Fund | A | 46,448,175.64 | | Delaware Tax-Free Minnesota Fund | B | 788,675.50 | | Delaware Tax-Free Minnesota Fund | C | 2,745,470.03 | | Delaware Tax-Free Minnesota Intermediate Fund | A | 6,938,349.18 | | Delaware Tax-Free Minnesota Intermediate Fund | B | 29,185.30 | | Delaware Tax-Free Minnesota Intermediate Fund | C | 987,735.57 | | Delaware Tax-Free Money Fund | A | 12,469,760.07 | | Delaware Tax-Free Money Fund | CC | 558,180.71 | | Delaware Tax-Free New York Fund | A | 2,122,756.76 | | Delaware Tax-Free New York Fund | B | 99,781.27 | | Delaware Tax-Free New York Fund | C | 517,334.96 | | Delaware Tax-Free Pennsylvania Fund | A | 63,182,671.89 | | Delaware Tax-Free Pennsylvania Fund | B | 681,507.22 | | Delaware Tax-Free Pennsylvania Fund | C | 1,642,484.51 | | Delaware Tax-Free USA Fund | A | 49,516,664.15 | | Delaware Tax-Free USA Fund | B | 757,392.82 | | Delaware Tax-Free USA Fund | C | 1,855,403.30 | | Delaware Tax-Free USA Fund | I | 104.593 | | Delaware Tax-Free USA Intermediate Fund | A | 39,157,223.47 | | Delaware Tax-Free USA Intermediate Fund | B | 76,500.53 | | Delaware Tax-Free USA Intermediate Fund | C | 3,439,848.28 | | Delaware Tax-Free USA Intermediate Fund | I | 96.512 | | Delaware Trend Fund | A | 22,941,115.49 | | Delaware Trend Fund | B | 1,803,600.98 | | Delaware Trend Fund | C | 3,258,227.52 | | Delaware Trend Fund | I | 1,850,379.41 | | Delaware Trend Fund | R | 187,363.74 | | Delaware U.S. Growth Fund | A | 11,918,929.41 | | Delaware U.S. Growth Fund | B | 644,208.92 | | Delaware U.S. Growth Fund | C | 1,311,758.06 | | Delaware U.S. Growth Fund | I | 38,881,699.89 |
M-4
| | | | Delaware U.S. Growth Fund | R | 303,428.38 | | Delaware Value Fund | B | 378,120.36 | | Delaware Value Fund | C | 2,839,247.86 | | Delaware Value Fund | I | 7,570,791.16 | | Delaware Value Fund | R | 211,514.86 |
M-5
APPENDIX N — 1% SHARE OWNERSHIP As of July 31, 2009, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding voting shares of the following Funds and classes: | | | | Fund | Class | Percentage | | Delaware Large Cap Value Fund | Institutional Class | 5.64% | | Delaware Trend®Fund | Institutional Class | 1.58% | | Delaware Growth Opportunities Fund | Institutional Class | 2.25% | | Delaware Small Cap Value Fund | Institutional Class | 8.79% | | Delaware Moderate Allocation Portfolio5 | Institutional Class | | | 2.56% | | Delaware Aggressive Allocation Portfolio6 | Institutional Class | | | 2.13% | | Delaware Emerging Markets Fund | Institutional Class | | | 1.33% | | Delaware Core Plus Bond Fund | Institutional Class | | | 8.84% | | Delaware Limited-Term Diversified Income Fund | Institutional Class | | | 2.63% | | Delaware Select Growth Fund | Class A | 1.20% | | Delaware Select Growth Fund | Institutional Class | 1.10% | | Delaware Tax-Free Money Fund | Class A | 1.39% | | Delaware Healthcare Fund | Class A | 86.24% | | Delaware Focus Global Growth Fund | Institutional Class | 99.99% |
| 5 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. | | 6 | On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund. |
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Delaware Aggressive Allocation Portfolio (the “Portfolio”)APPENDIX O — 5% SHARE OWNERSHIP
The following table shows, as of July 31, 2009, the accounts of each class of each Fund that own 5% or more of such class. | | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Aggressive | A | MLPF&S FOR THE SOLE | 433,735.130 | 12.65% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Aggressive | A | PIMS/PRUDENTIAL RETIREMENT AS | 985,508.511 | 28.73% | | Allocation Portfolio | | NOMINEE FOR THE TTEE/CUST PL | | | | | | HOAG SHELTERED SAVS PLAN | | | | | | 1 HOAG DR | | | | | | NEWPORT BEACH CA 92663-4162 | | | | | | Delaware Aggressive | C | MLPF&S FOR THE SOLE | 49,567.034 | 8.58% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Aggressive | I | C/O MUTUAL FUNDS | 164,199.066 | 11.97% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | FBO DELAWARE MGMT HOLDINGS | | | | INC | | | | | | EMP 401K ACCOUNT | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Aggressive | I | C/O MUTUAL FUNDS | 190,469.430 | 13.89% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NTL LIFE INS CO | | | | | | AGT SVGS PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Aggressive | I | C/O MUTUAL FUNDS | 954,399.024 | 69.58% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NATL CORP | | | | | | EMP SVGS & RET PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Aggressive | R | KIMBERLY CLARK | 11,697.464 | 5.43% | | Allocation Portfolio | | FBO C U LEASING CORP | | | | | | 401K PSP & TRUST | | | | | | 3570 CAMINO DEL RIO N #300 | | | | | | SAN DIEGO CA 92108-1747 | | | | Delaware Aggressive | R | MLPF&S FOR THE SOLE | 163,339.414 | 75.84% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware American | A | MLPF&S FOR THE SOLE | 455,360.539 | 5.41% | | Services Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware American | C | CITIGROUP GLOBAL | 377,347.679 | 10.85% | | Services Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware American | C | MLPF&S FOR THE SOLE | 617,630.193 | 17.76% | | Services Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware American | I | PRUDENTIAL INVESTMENT MGMT | 52,779.705 | 5.58% | | Services Fund | | SVC | | | | | | FBO MUTUAL FUND CLIENTS | | | | | | MAIL STOP NJ 05-11-20 | | | | | | 3 GATEWAY CTR FL 11 | | | | | | 100 MULBERRY ST | | | | | | NEWARK NJ 07102 | | | | Delaware American | I | COUNSEL TRUST DBA MATC | 54,643.058 | 5.77% | | Services Fund | | FBO KETCHUM WOOD & BURGERT | | | | | | CHARTERED PSP | | | | | | 1251 WATERFRONT PL STE 525 | | | | | | PITTSBURGH PA 15222-4228 | | | | Delaware American | I | ICMA-RC SERVICES LLC | 739,042.996 | 78.08% | | Services Fund | | 777 N CAPITOL ST NE | | | | | | WASHINGTON DC 20002-4239 | | | | Delaware American | R | GPC SECURITIES INC AGENT FOR | 15,786.007 | 6.50% | | Services Fund | | RELIANCE TRUST CO | | | | | | FBO PREMIER COOPERATIVE | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware American | R | COUNSEL TRUST | 17,715.154 | 7.29% | | Services Fund | | FBO JENNINGS REALTY, INC. | | | | | | EMPLOYEES PSP | | | | | | 1251 WATERFRONT PL STE 525 | | | | | | PITTSBURGH PA 15222-4228 | | | | Delaware American | R | STATE STREET BANK & | 55,526.147 | 22.85% | | Services Fund | | TRUST CO | | | | | | FBO VARIOUS SYMETRA | | | | | | RETIREMENT PLANS | | | | | | PO BOX 12770 | | | | | | OVERLAND PARK KS 66282-2770 | | | | Delaware Cash Reserve | A | DELAWARE MANAGEMENT | 63,529,356.600 | 15.14% | | Fund | | BUSINESS TRUST - DMC | | | | | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Cash Reserve | B | CITIGROUP GLOBAL | 432,686.848 | 5.61% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Cash Reserve | C | CITIGROUP GLOBAL | 930,597.680 | 7.20% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Cash Reserve | CC | MCB TRUST SERVICES TTEE | 693,747.960 | 5.26% | | Fund | | FBO VISITING NURSE | | | | | | SERVICE P/S | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Cash Reserve | CC | MCB TRUST SERVICES TRUSTEE | 734,256.520 | 5.56% | | Fund | | FBO ECOLOGY CONTROL INDSTRS | | | | | | 401(K) | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Cash Reserve | CC | MCB TRUST SERVICES TTEE | 795,677.170 | 6.03% | | Fund | | FBO SAGELINK CREDIT UNION | | | | | | 401(K) PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Cash Reserve | CC | MCB TRUST SERVICES TTEE | 979,059.910 | 7.42% | | Fund | | FBO TRIDENT ANESTHESIA 401(K) | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | | | Delaware Conservative | A | MLPF&S FOR THE SOLE | 247,401.940 | 5.73% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Conservative | A | PIMS/PRUDENTIAL RETIREMENT AS | 2,992,055.268 | 69.29% | | Allocation Portfolio | | NOMINEE FOR THE TTEE/CUST PL | | | | | | 006 | | | | | | HOAG SHELTERED SAVS PLAN | | | | | | 1 HOAG DR | | | | | | NEWPORT BEACH CA 92663-4162 | | | | Delaware Conservative | B | JUNIE L KELTON & | 4,767.351 | 6.34% | | Allocation Portfolio | | JOYCE A WENDLANDT & | | | | | | NOMA HENDERSON | | | | | | STIGLER OK 74462 | | | | Delaware Conservative | B | RAYMOND JAMES & ASSOC INC | 5,328.988 | 7.08% | | Allocation Portfolio | | CUST FBO ANTHONY J | | | | | | SARDO IRA | | | | | | 3 ROSS WAY | | | | | | WINDSOR LOCKS CT 06096-1267 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Conservative | B | MLPF&S FOR THE SOLE | 15,926.231 | 21.17% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Conservative | C | MLPF&S FOR THE SOLE | 119,773.952 | 34.53% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Conservative | I | C/O MUTUAL FUNDS | 95,134.913 | 9.52% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | FBO DELAWARE MGMT HOLDINGS | | | | INC 401K PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Conservative | I | C/O MUTUAL FUNDS | 110,968.514 | 11.11% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NTL LIFE INS CO | | | | | | AGT SVGS PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Conservative | I | C/O MUTUAL FUNDS | 754,578.708 | 75.53% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NATL CORP | | | | | | EMP SVGS & RET PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Conservative | R | MG TRUST CO TRUSTEE | 4,679.186 | 5.08% | | Allocation Portfolio | | UNITED COMMUNITY BANK | | | | | | 401K PS PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Conservative | R | MG TRUST CO | 10,211.566 | 11.09% | | Allocation Portfolio | | CUST FBO JOHN | | | | | | CIPOLLONE INC | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Conservative | R | MLPF&S FOR THE SOLE | 71,667.126 | 77.85% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Core Plus Bond | A | MLPF&S FOR THE SOLE | 518,249.367 | 6.11% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2NDFL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Core Plus Bond | B | MLPF&S FOR THE SOLE | 71,046.733 | 12.01% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Core Plus Bond | C | CITIGROUP GLOBAL | 44,617.313 | 5.85% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Core Plus Bond | C | MLPF&S FOR THE SOLE | 165,360.232 | 21.67% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Core Plus Bond | I | BOSCIA FAMILY FOUNDATION | 23,859.147 | 5.77% | | Fund | | 951 IDLEWILD RD | | | | | | GLADWYNE PA 19035-1437 | | | | Delaware Core Plus Bond | I | CITY OF DASSEL | 36,698.556 | 8.88% | | Fund | | GENERAL ACCOUNT | | | | | | ATTN MARY ANN DANIELSON | | | | | | PO BOX 391 | | | | | | DASSEL MN 55325-0391 | | | | Delaware Core Plus Bond | I | MCB TRUST SERVICES | 38,557.197 | 9.33% | | Fund | | CUST FBO SOUTHWEST GRAPHICS, | | | | | | P/S 401(K) | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Core Plus Bond | I | RS DMC EMPLOYEE MPP PLAN | 279,147.561 | 67.54% | | Fund | | DELAWARE MANAGEMENT CO | | | | | | EMPLOYEE MONEY PURCHASE | | | | | | PENSION | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Core Plus Bond | R | MLPF&S FOR THE SOLE | 30,626.201 | 88.97% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Corporate Bond | A | MLPF&S FOR THE SOLE | 26,365,039.125 | 33.70% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Corporate Bond | B | MLPF&S FOR THE SOLE | 172,509.480 | 7.82% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Corporate Bond | C | CITIGROUP GLOBAL | 1,923,038.412 | 9.09% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Corporate Bond | C | MLPF&S FOR THE SOLE | 10,883,754.182 | 51.47% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Corporate Bond | R | LINCOLN NATIONAL LIFE | 116,064.933 | 5.70% | | Fund | | INS COMPANY | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware Corporate Bond | R | FRONTIER TRUST CO | 126,825.921 | 6.23% | | Fund | | FBO OMNIBUS-VARIOUS | | | | | | RETIREMENT PLANS | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware Corporate Bond | R | STATE STREET BANK & | 341,907.431 | 16.80% | | Fund | | TRUST CO | | | | | | FBO VARIOUS SYMETRA | | | | | | RETIREMENT PLANS | | | | | | PO BOX 12770 | | | | | | OVERLAND PARK KS 66282-2770 | | | | Delaware Corporate Bond | R | MLPF&S FOR THE SOLE | 671,816.598 | 33.01% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Diversified | A | MLPF&S FOR THE SOLE | 58,186,086.749 | 16.89% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Diversified | B | MLPF&S FOR THE SOLE | 638,853.308 | 11.26% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Diversified | C | CITIGROUP GLOBAL | 11,130,630.122 | 9.47% | | Income Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Diversified | C | MLPF&S FOR THE SOLE | 45,512,999.943 | 38.74% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Diversified | I | CHARLES SCHWAB & CO INC | 1,883,727.633 | 12.32% | | Income Fund | | SPECIAL CUSTODY ACCT | | | | | | FBO CUSTOMERS | | | | | | ATTN MUTUAL FUNDS | | | | | | 101 MONTGOMERY ST | | | | | | SAN FRANCISCO CA 94104-4151 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Diversified | I | THE NORTHERN TRUST COMPANY | 2,039,593.431 | 13.34% | | Income Fund | | TTEE | | | | | | CIBA SPECIALTY CHEMICALS | | | | | | 401K DV PLAN | | | | | | PO BOX 92994 | | | | | | CHICAGO IL 60675-0001 | | | | Delaware Diversified | I | ATTN TRUST OPS | 2,506,840.650 | 16.39% | | Income Fund | | MIDTRUSCO | | | | | | 5901 COLLEGE BLVD STE 100 | | | | | | OVERLAND PARK KS 66211-1834 | | | | Delaware Diversified | R | MLPF&S FOR THE SOLE | 6,532,468.517 | 48.64% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Dividend | A | CITIGROUP GLOBAL | 1,537,351.944 | 6.63% | | Income Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Dividend | A | MLPF&S FOR THE SOLE | 2,180,501.697 | 9.40% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Dividend | B | CITIGROUP GLOBAL | 294,850.174 | 7.40% | | Income Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Dividend | B | MLPF&S FOR THE SOLE | 787,123.973 | 19.76% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Dividend | C | CITIGROUP GLOBAL | 2,510,401.261 | 14.01% | | Income Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Dividend | C | MLPF&S FOR THE SOLE | 5,801,767.165 | 32.38% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Dividend | I | COUNSEL TRUST DBA MATC FBO | 34,749.740 | 11.17% | | Income Fund | | TTI INC 401K PSP | | | | | | 1251 WATERFRONT PL STE 525 | | | | | | PITTSBURGH PA 15222-4228 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Dividend | I | GPC SECURITIES INC AGENT FOR | 174,653.729 | 56.13% | | Income Fund | | RELIANCE TRUST CO | | | | | | FBO GOODMAN & CO LLP | | | | | | 401K P/S PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 16,809.557 | 5.40% | | Income Fund | | RELIANCE TRUST CO | | | | | FBO ANIMAS SURGICAL HOSPITAL, | | | | | | LLC 401K | | | | | | PO BOX 79377 | �� | | | | | ATLANTA GA 30357-7377 | | | | Delaware Dividend | R | ING | 21,445.035 | 6.89% | | Income Fund | | ENHANCED K-CHOICE | | | | | | TRUSTEE: RELIANCE TRUST CO | | | | | | 400 ATRIUM DRIVE | | | | | | SOMERSET NJ 08873 | | | | Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 22,988.381 | 7.39% | | Income Fund | | RELIANCE TRUST CO | | | | | FBO FERTILITY & GYNECOLOGY | | | | | | 401(K) PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 33,004.570 | 10.61% | | Income Fund | | RELIANCE TRUST CO | | | | | FBO WEST HILLS DEVELOPMENT | | | | | | CO 401K PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Dividend | R | GPC SECURITIES INC AGENT FOR | 35,001.670 | 11.25% | | Income Fund | | RELIANCE TRUST CO | | | | | FBO BOGHT VETERINARY CLINIC | | | | | | 401K | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | | | Delaware Dividend | R | GPC AS AGENT FOR | 37,244.780 | 11.97% | | Income Fund | | RELIANCE TRUST COMPANY | | | | | | FBO FRUIT CENTER INC | | | | | | PSP PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Dividend | R | MLPF&S FOR THE SOLE | 41,346.499 | 13.29% | | Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Emerging | A | CITIGROUP GLOBAL | 1,959,107.478 | 7.08% | | Markets Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Emerging | A | MLPF&S FOR THE SOLE | 4,544,610.153 | 16.42% | | Markets Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Emerging | B | CITIGROUP GLOBAL | 158,963.904 | 9.27% | | Markets Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Emerging | B | MLPF&S FOR THE SOLE | 218,906.047 | 12.76% | | Markets Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Emerging | C | CITIGROUP GLOBAL | 2,398,958.695 | 20.99% | | Markets Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Emerging | C | MLPF&S FOR THE SOLE | 3,166,315.306 | 27.70% | | Markets Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Emerging | I | DINGLE & CO | 513,228.000 | 6.01% | | Markets Fund | | C/O COMERICA BANK | | | | | | PO BOX 75000 | | | | | | DETROIT MI 48275-0001 | | | | Delaware Emerging | I | ATTN DC PLAN ADMIN MS N6G | 660,115.934 | 7.73% | | Markets Fund | | MERCER TRUST COMPANY | | | | | | FBO CLARIANT INVMNT PLAN | | | | | | 1 INVESTORS WAY | | | | | | NORWOOD MA 02062-1599 | | | | Delaware Emerging | I | JP MORGAN CHASE BANK TTEE | 679,648.757 | 7.96% | | Markets Fund | | FBO VIASAT INC | | | | | | 401K PROFIT SHARING PLAN | | | | | | C/O JPMORGAN RPS 5500 TEAM | | | | | | 9300 WARD PKWY | | | | | | KANSAS CITY MO 64114-3317 | | | | Delaware Emerging | I | STRAFE & CO | 756,144.531 | 8.86% | | Markets Fund | | FBO E L & THELMA GAYLORD | | | | | | FOUNDA | | | | | | PO BOX 160 | | | | | | WESTERVILLE OH 43086-0160 | | | | Delaware Emerging | I | RS DMC EMPLOYEE MPP PLAN | 796,016.037 | 9.32% | | Markets Fund | | DELAWARE MANAGEMENT CO | | | | | | EMPLOYMENT P/S TRUST | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | |
O-9
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Emerging | I | NFS LLC | 1,146,232.048 | 13.42% | | Markets Fund | | FEBO FIDUCIARY TRUST CO | | | | | | PO BOX 55806 | | | | | | BOSTON MA 02205-5806 | | | | Delaware Emerging | I | CHARLES SCHWAB & CO INC | 1,190,100.051 | 13.94% | | Markets Fund | | SPECIAL CUSTODY ACCT | | | | | | FBO CUSTOMERS | | | | | | ATTN MUTUAL FUNDS | | | | | | 101 MONTGOMERY ST | | | | | | SAN FRANCISCO CA 94104-4151 | | | | Delaware Extended | A | MLPF&S FOR THE SOLE | 2,265,367.372 | 6.95% | | Duration Bond Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Extended | A | MASSACHUSETTS MUTUAL LIFE | 5,003,802.168 | 15.36% | | Duration Bond Fund | | INS CO | | | | | | 1295 STATE ST MIP C105 | | | | | | SPRINGFIELD MA 01111-0001 | | | | Delaware Extended | B | CITIGROUP GLOBAL | 59,455.509 | 8.27% | | Duration Bond Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Extended | B | MLPF&S FOR THE SOLE | 119,915.846 | 16.69% | | Duration Bond Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Extended | C | CITIGROUP GLOBAL | 203,261.601 | 6.03% | | Duration Bond Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Extended | C | MLPF&S FOR THE SOLE | 1,078,101.764 | 31.97% | | Duration Bond Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Extended | I | STATE STREET BANK & | 2,265,201.014 | 31.29% | | Duration Bond Fund | | TRUST CO TTEE | | | | | | INTERCONTINENTAL HOTELS | | | | | | MASTER TR | | | | | | ATTN STEVE CHILES KC 1/5 | | | | | | 801 PENNSYLVANIA AVE | | | | | | KANSAS CITY MO 64105-1307 | | | | Delaware Extended | R | ING | 16,197.838 | 14.37% | | Duration Bond Fund | | ENHANCED K-CHOICE | | | | | | TRUSTEE: RELIANCE TRUST CO | | | | | | 400 ATRIUM DRIVE | | | | | | SOMERSET NJ 08873 | | |
O-10
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Extended | R | FIRST CLEARING CORP | 37,455.899 | 33.24% | | Duration Bond Fund | | FBO COMPETITION CAMS PSP | | | | | | RONALD L COLEMAN TTEE | | | | | | FBO COMPETITION CAMS | | | | | | 3408 DEMOCRAT RD | | | | | | MEMPHIS TN 38118 | | | | Delaware Extended | R | MASSACHUSETTS MUTUAL LIFE | 48,330.140 | 42.89% | | Duration Bond Fund | | INS CO | | | | | | 1295 STATE ST - MIP C105 | | | | | | SPRINGFIELD MA 01111-0001 | | | | Delaware Focus Global | A | GREGORY MARK HEYWOOD & | 14,117.647 | 7.17% | | Growth Fund | | KRISTEN PEN-FONG KWAN | | | | | | OAKLAND CA 94618 | | | | Delaware Focus Global | A | PATRICK G FORTIER & | 29,178.173 | 14.83% | | Growth Fund | | ANNEMARIE S FORTIER | | | | | | SAN FRANCISCO CA 94118 | | | | Delaware Focus Global | A | CHRISTOPHER BONAVICO | 29,411.765 | 14.95% | | Growth Fund | | SAN FRANCISCO CA 94126 | | | | Delaware Focus Global | A | KENNETH F BROAD & JACLYN | 29,411.764 | 14.95% | | Growth Fund | | JAFARIAN BROAD JT WROS | | | | | | MILL VALLEY CA 94941 | | | | Delaware Focus Global | A | DANIEL J PRISLIN & | 29,411.765 | 14.95% | | Growth Fund | | JOELLE M PRISLIN TTEES | | | | | | DANIEL AND JOELLE PRISLIN | | | | | | FAMILY TR | | | | | | ALAMEDA CA 94502 | | | | Delaware Focus Global | A | VAN HARTE-SMITH FAMILY | 57,012.543 | 28.97% | | Growth Fund | | REVOCABLE TRUST | | | | | | 70 CLUB DR | | | | | | SAN CARLOS CA 94070-1647 | | | | Delaware Focus Global | I | DMH CORP | 235,294.118 | 100.00% | | Growth Fund | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware Global Real | A | JAMES C MORROW | 179.211 | 98.32% | | Estate Securities Fund | | CONSHOHOCKEN PA 19428 | | | | Delaware Global Real | I | DMH CORP | 359,840.833 | 100.00% | | Estate Securities Fund | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware Global Value | A | MLPF&S FOR THE SOLE | 205,034.243 | 6.24% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Global Value | B | MLPF&S FOR THE SOLE | 46,491.289 | 8.01% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
O-11
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Global Value | C | MLPF&S FOR THE SOLE | 303,628.872 | 19.15% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Growth | A | MLPF&S FOR THE SOLE | 1,113,699.355 | 7.46% | | Opportunities Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Growth | C | MLPF&S FOR THE SOLE | 57,253.143 | 13.01% | | Opportunities Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Growth | I | MCB TRUST SERVICES TTEE | 21,696.071 | 8.55% | | Opportunities Fund | | FBO WOOLDRIDGE HEATING & AIR | | | | | | 401K | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Growth | I | MCB TRUST SERVICES | 38,052.554 | 14.99% | | Opportunities Fund | | CUST FBO GRTR PHILA CHAMBER | | | | | | OF COM 401K | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Growth | I | RS DMC EMPLOYEE MPP PLAN | 171,679.544 | 67.64% | | Opportunities Fund | | DELAWARE MANAGEMENT CO | | | | | | EMPLOYEE MONEY PURCHASE | | | | | | PENSION | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Growth | R | RELIANCE TRUST COMPANY CUST | 4,222.383 | 7.98% | | Opportunities Fund | | FBO YERBA BUENA CENTER FOR | | | | | | THE ARTS403B ANNUITY | | | | | | MATCHING PLAN PO BOX 48529 | | | | | | ATLANTA GA 30362-1529 | | | | Delaware Growth | R | MG TRUSTCO TRUSTEE | 4,748.503 | 8.97% | | Opportunities Fund | | STUDIOCOM | | | | | | 401K PS PL | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Growth | R | FRONTIER TRUST CO | 6,753.171 | 12.76% | | Opportunities Fund | | FBO HIGHLAND ENGINEERING INC | | | | | | SAFE HAR | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware Growth | R | MG TRUST COMPANY | 13,579.396 | 25.66% | | Opportunities Fund | | CUST. FBO ADVANCED FUEL | | | | | | RESEARCH, INC | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | |
O-12
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Growth | R | MLPF&S FOR THE SOLE | 20,498.368 | 38.74% | | Opportunities Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Healthcare | A | DONALD G PADILLA | 6,311.360 | 5.22% | | Fund | | PHILADELPHIA PA 19103 | | | | Delaware Healthcare | A | MICHAEL S TUNG | 13,193.980 | 10.92% | | Fund | | PHILADELPHIA PA 19103 | | | | Delaware Healthcare | A | KATHY K WANG & ROBERT T | 13,760.414 | 11.39% | | Fund | | WANG JT WROS | | | | | | LYNNFIELD MA 01940 | | | | Delaware Healthcare | A | LIU-ER CHEN & | 80,536.820 | 66.67% | | Fund | | DAWN DING JT WROS | | | | | | NEEDHAM MA 02494 | | | | Delaware Healthcare | I | DMH CORP | 256,106.019 | 100.00% | | Fund | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware High-Yield | A | GENWORTH FINANCIAL | 8,643,492.819 | 13.67% | | Opportunities Fund | | TRUST CO | | | | FBO GENWORTH FINANCIAL ASSET | | | | MGMT | | | | | | FBO THEIR MUTUAL CLIENTS | | | | | | 3200 N CENTRAL AVE FL 7 | | | | | | PHOENIX AZ 85012-2468 | | | | Delaware High-Yield | B | MLPF&S FOR THE SOLE | 179,582.292 | 5.29% | | Opportunities Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware High-Yield | B | CITIGROUP GLOBAL | 276,728.365 | 8.15% | | Opportunities Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware High-Yield | C | CITIGROUP GLOBAL | 875,594.909 | 10.11% | | Opportunities Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware High-Yield | C | MLPF&S FOR THE SOLE | 1,104,702.018 | 12.75% | | Opportunities Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware High-Yield | I | ICMA-RC SERVICES LLC | 849,890.857 | 5.08% | | Opportunities Fund | | 777 N CAPITOL ST NE | | | | | | WASHINGTON DC 20002-4239 | | |
O-13
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware High-Yield | I | RS DMC EMPLOYEE MPP PLAN | 869,258.717 | 5.19% | | Opportunities Fund | | DELAWARE MANAGEMENT CO MPP | | | | | | TRUST | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware High-Yield | I | PRUDENTIAL INVESTMENT MGMT | 1,077,334.581 | 6.44% | | Opportunities Fund | | SVC FBO MUTUAL | | | | | | FUND CLIENTS | | | | | | MAIL STOP NJ 05-11-20 | | | | | | 3 GATEWAY CTR FL 11 | | | | | | 100 MULBERRY ST | | | | | | NEWARK NJ 07102 | | | | Delaware High-Yield | I | SEI PRIVATE TRUST CO | 2,076,598.106 | 12.40% | | Opportunities Fund | | FBO HALE & DORR LLP | | | | | | ONE FREEDOM VALLEY DRIVE | | | | | | OAKS PA 19456-9989 | | | | Delaware High-Yield | I | NFS LLC | 2,515,675.488 | 15.03% | | Opportunities Fund | | FEBO COUNTRY TRUST | | | | | | PO BOX 2020 | | | | | | BLOOMINGTON IL 61702-2020 | | | | Delaware High-Yield | R | STATE STREET BANK & | 226,658.134 | 5.57% | | Opportunities Fund | | TRUST CO | | | | | | FBO VARIOUS SYMETRA | | | | | | RETIREMENT PLANS | | | | | | PO BOX 12770 | | | | | | OVERLAND PARK KS 66282-2770 | | | | Delaware High-Yield | R | MLPF&S FOR THE SOLE | 594,065.249 | 14.59% | | Opportunities Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware High-Yield | R | ING | 630,617.353 | 15.49% | | Opportunities Fund | | ENHANCED K-CHOICE | | | | | | TRUSTEE: RELIANCE TRUST CO | | | | | | 400 ATRIUM DRIVE | | | | | | SOMERSET NJ 08873 | | | | Delaware Inflation | A | MLPF&S FOR THE SOLE | 1,472,594.793 | 18.52% | | Protected Bond Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Inflation | B | PTC | 16,953.025 | 8.32% | | Protected Bond Fund | | CUST SEP IRA | | | | | | FBO WILL L SKINNER | | | | | | 11707 LEANING PINE DR | | | | | | HOUSTON TX 77070-2517 | | | | Delaware Inflation | B | MLPF&S FOR THE SOLE | 19,067.541 | 9.35% | | Protected Bond Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
O-14
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Inflation | C | MLPF&S FOR THE SOLE | 803,418.927 | 21.77% | | Protected Bond Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Inflation | I | CONSERVATIVE PROFILE FUND OF | 1,483,730.487 | 15.79% | | Protected Bond Fund | | LINCOLN VIP TRUST | | | | | | 1300 SOUTH CLINTON STREET | | | | | | MAIL-STOP 2H17 | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware Inflation | I | MODERATELY AGGRESSIVE | 2,117,866.162 | 22.55% | | Protected Bond Fund | | PROFILE FUND | | | | | | OF LINCOLN VIP TRUST | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware Inflation | I | MODERATE PROFILE FUND | 4,270,970.454 | 45.47% | | Protected Bond Fund | | OF LINCOLN VIP TRUST | | | | | | 1300 SOUTH CLINTON STREET | | | | | | MAIL STOP 2H17 | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware International | A | PRUDENTIAL INVESTMENT MGMT | 1,577,439.139 | 8.78% | | Value Equity Fund | | SVC | | | | | | FBO MUTUAL FUND CLIENTS | | | | | | MAIL STOP NJ 05-11-20 | | | | | | 3 GATEWAY CENTER FL 11 | | | | | | 100 MULBERRY ST | | | | | | NEWARK NJ 07102 | | | | Delaware International | A | CITIGROUP GLOBAL | 1,838,253.233 | 10.24% | | Value Equity Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware International | B | CITIGROUP GLOBAL | 138,430.875 | 12.81% | | Value Equity Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware International | C | MLPF&S FOR THE SOLE | 364,428.230 | 6.88% | | Value Equity Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware International | C | CITIGROUP GLOBAL | 1,931,259.495 | 36.46% | | Value Equity Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware International | I | CITIGROUP GLOBAL | 11,541,747.620 | 82.42% | | Value Equity Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | |
O-15
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware International | R | FRONTIER TRUST CO | 89,699.133 | 35.09% | | Value Equity Fund | | FBO SINGLETON ASSOCIATES | | | | | | 401K PLAN | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware International | R | MLPF&S FOR THE SOLE | 92,584.160 | 36.21% | | Value Equity Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Large Cap Core | A | CRAIG P BROWN | 373.754 | 21.86% | | Fund | | ARDMORE PA 19003 | | | | Delaware Large Cap Core | A | BRUCE A GREEN | 1,165.346 | 68.17% | | Fund | | AND LYNN H GREEN JT WROS | | | | | | NASHVILLE TN 37221 | | | | Delaware Large Cap Core | I | DMH CORP | 252,687.677 | 100.00% | | Fund | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware Large Cap | C | MLPF&S FOR THE SOLE | 200,740.265 | 15.05% | | Value Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Large Cap | I | MCB TRUST SERVICES TTEE | 117,540.405 | 5.27% | | Value Fund | | FBO DEFENSE SUPPORT | | | | | | SVS LLC RET PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Large Cap | I | MCB TRUST SERVICES TTEE | 134,279.043 | 6.01% | | Value Fund | | FBO DAY & ZIMMERMANN | | | | | | HAWTHORNE 401K PL | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Large Cap | I | RS DMC EMPLOYEE MPP PLAN | 550,221.767 | 24.65% | | Value Fund | | DELAWARE MANAGEMENT CO | | | | | | EMPLOYEE MONEY PURCHASE | | | | | | PENSION C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Large Cap | I | MCB TRUST SERVICES TTEE | 1,097,451.108 | 49.16% | | Value Fund | | FBO DAY & ZIMMERMANN 401(K) | | | | | | PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Large Cap | R | GPC AS AGENT FOR | 5,979.336 | 5.16% | | Value Fund | | RELIANCE TRUST COMPANY | | | | | FBO DAVID S WILLIAMS DMD PA | | | | | | 401K PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | |
O-16
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Large Cap | R | MG TRUST COMPANY TRUSTEE | 18,918.307 | 16.32% | | Value Fund | | MEMORIAL & ST ELIZABETH HC | | | | | | LLP | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Large Cap | R | GPC AS AGENT FOR | 20,329.284 | 17.54% | | Value Fund | | RELIANCE TRUST COMPANY | | | | | | FBO THERAPEUTIC RADIATION | | | | | | ONCOLOGY 401K | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Large Cap | R | MLPF&S FOR THE SOLE | 40,123.147 | 34.61% | | Value Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Limited-Term | A | CITIGROUP GLOBAL | 4,298,135.109 | 7.70% | | Diversified Income Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Limited-Term | A | MLPF&S FOR THE SOLE | 7,379,518.664 | 13.23% | | Diversified Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Limited-Term | B | MLPF&S FOR THE SOLE | 61,076.009 | 15.18% | | Diversified Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Limited-Term | C | CITIGROUP GLOBAL | 1,411,270.070 | 9.66% | | Diversified Income Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Limited-Term | C | MLPF&S FOR THE SOLE | 5,087,712.746 | 34.84% | | Diversified Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Limited-Term | I | RS DMC EMPLOYEE MPP PLAN | 309,926.611 | 17.05% | | Diversified Income Fund | | DELAWARE MANAGEMENT CO | | | | | | EMPLOYEE MONEY PURCHASE | | | | | | PENSION | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Limited-Term | I | LINCOLN FINANCIAL GROUP | 461,369.380 | 25.39% | | Diversified Income Fund | | FOUNDATION INC | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Limited-Term | I | LA84 FOUNDATION | 470,243.443 | 25.87% | | Diversified Income Fund | | 2141 W ADAMS BLVD | | | | | | LOS ANGELES CA 90018-2040 | | | | Delaware Limited-Term | R | FIRST CLEARING LLC | 20,585.478 | 5.89% | | Diversified Income Fund | | SUTTON ORTHOPAEDICS | | | | | | PSP 401K | | | | | | J CARL SUTTON TTEE | | | | | | 3320 LOST VALLEY DR | | | | | | JONESBORO GA 30236-4126 | | | | Delaware Limited-Term | R | LINCOLN NATIONAL LIFE | 27,785.371 | 7.95% | | Diversified Income Fund | | INS COMPANY | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware Limited-Term | R | COUNSEL TRUST DBA MATC | 30,424.631 | 8.70% | | Diversified Income Fund | | FBO MILAN SUPPLY CO PSP | | | | | | 1251 WATERFRONT PL STE 525 | | | | | | PITTSBURGH PA 15222-4228 | | | | Delaware Limited-Term | R | MLPF&S FOR THE SOLE | 151,766.439 | 43.40% | | Diversified Income Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Mid Cap Value | A | DMTC TTEE | 1,626.353 | 5.07% | | | | PERSONAL(K) PL | | | | | | JAMES SCHIEFER | | | | | | CONSULTING INC | | | | | | FBO JAMES SCHIEFER | | | | | | 3850 ALDER WOODS CT | | | | | | FAIRFAX VA 22033-2441 | | | | Delaware Mid Cap Value | A | CLAIRE L DENENBERG TTEE | 1,629.991 | 5.08% | | | | CLAIRE L DENENBERG | | | | | | REV LIV TR | | | | | | C/O LYNNE WARREN | | | | | | 8754 VIA ANCHO RD | | | | | | BOCA RATON FL 33433 | | | | Delaware Mid Cap Value | A | IRA FBO PAUL L FIDEL | 1,664.145 | 5.19% | | | | PERSHING LLC | | | | | | CUST ROLLOVER ACCOUNT | | | | | | 140 B N SPRING VALLEY RD | | | | | | MCMURRAY PA 15317-2820 | | | | Delaware Mid Cap Value | A | IRA FBO PAUL A VOTH | 2,524.124 | 7.87% | | | | PTC AS CUSTODIAN | | | | | | 43683 MARIGOLD DR | | | | | | PALM DESERT CA 92260-2603 | | | | Delaware Mid Cap Value | A | NFS LLC | 2,559.099 | 7.98% | | | | FEBO JOHN A SCARF | | | | | | 13915 SAN SABA CANYON LN | | | | | | CYPRESS TX 77429 | | | | Delaware Mid Cap Value | A | NFS LLC | 2,700.642 | 8.42% | | | | FEBO NFS/FMTC ROLL IRA | | | | | | FBO MICHAEL OHATA | | | | | | 225 LINDEN AVE | | | | | | OAK PARK IL 60302-2214 | | | | Delaware Mid Cap Value | A | DOUGLAS R GLENNON | 5,892.662 | 18.37% |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | | | NAPLES FL 34119 | | | | Delaware Mid Cap Value | A | PERSHING LLC | 7,245.869 | 22.59% | | | | PO BOX 2052 | | | | | | JERSEY CITY NJ 07303 | | | | Delaware Mid Cap Value | C | HOME FEDERAL SAVINGS & LN | 520.073 | 5.52% | | | | JONATHAN FRIEND | | | | | | 500 12TH S PO BOX 190 | | | | | | NAMPA ID 83653-0190 | | | | Delaware Mid Cap Value | C | DMTC CUSTODIAN FOR THE IRA OF | 2,338.844 | 24.81% | | | | BEATRIZ W THIELEN | | | | | | LORTON VA 22079 | | | | Delaware Mid Cap Value | C | DMTC C/F THE CONVERSION ROTH | 2,616.753 | 27.75% | | | | IRA OF ROSS SCHEINBAUM | | | | | | 1095 REMAGEN RD | | | | | | SEASIDE CA 93955-7417 | | | | Delaware Mid Cap Value | C | DMTC C/F THE CONVERSION ROTH | 3,596.186 | 38.14% | | | | IRA OF JENNIFER SCHEINBAUM | | | | | | 1095 REMAGEN RD | | | | | | SEASIDE CA 93955-7417 | | | | | | Delaware Mid Cap Value | I | C/O MUTUAL FUNDS | 138,795.912 | 10.35% | | | | WILMINGTON TRUST CO TTEE | | | | | FBO DELAWARE MGMT HOLDINGS | | | | | | INC | | | | | | EMP 401K ACCOUNT | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Mid Cap Value | I | C/O MUTUAL FUNDS | 225,477.509 | 16.82% | | | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NTL LIFE INS CO | | | | | | AGT SVGS PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Mid Cap Value | I | C/O MUTUAL FUNDS | 942,782.041 | 70.32% | | | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NATL CORP | | | | | | EMP SVGS & RET PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Mid Cap Value | R | DELAWARE MANAGEMENT | 1.006 | 31.20% | | | | BUSINESS TRUST - DIA | | | | | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware Mid Cap Value | R | DELAWARE SERVICE CO | 1.106 | 34.31% | | | | CONTROL ACCOUNT | | | | | | ATTN PATRICK DWYER | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Mid Cap Value | R | DELAWARE SERVICE CO | 1.112 | 34.49% | | | | CONTROL ACCOUNT | | | | | | ATTN PATRICK DWYER | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Minnesota | C | MLPF&S FOR THE SOLE | 145,763.514 | 5.76% | | High-Yield Municipal | | BENEFIT OF ITS CUSTOMERS | | | | Bond Fund | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Moderate | A | PIMS/PRUDENTIAL RETIREMENT AS | 1,776,824.575 | 8.81% | | Allocation Portfolio | | NOMINEE FOR THE TTEE/CUST PL | | | | | | HOAG SHELTERED SAVS PLAN 1 | | | | | | HOAG DR | | | | | | NEWPORT BEACH CA 92663-4162 | | | | | | Delaware Moderate | B | MLPF&S FOR THE SOLE | 45,923.205 | 7.05% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Moderate | C | MLPF&S FOR THE SOLE | 102,108.604 | 9.84% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Moderate | I | C/O MUTUAL FUNDS | 311,722.768 | 8.33% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NTL LIFE INS CO | | | | | | AGT SVGS PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Moderate | I | RS DMC EMPLOYEE MPP PLAN | 360,672.708 | 9.64% | | Allocation Portfolio | | DELAWARE MANAGEMENT CO MPP | | | | | | TRUST | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Moderate | I | C/O MUTUAL FUNDS | 2,901,653.077 | 77.54% | | Allocation Portfolio | | WILMINGTON TRUST CO TTEE | | | | | | FBO LINCOLN NATL CORP | | | | | | EMP SVGS & RET PL | | | | | | PO BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware Moderate | R | MG TRUST CO TRUSTEE | 10,753.386 | 6.39% | | Allocation Portfolio | | UNITED COMMUNITY BANK 401K | | | | | | PS PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Moderate | R | FRONTIER TRUST CO | 11,241.773 | 6.69% | | Allocation Portfolio | | FBO OMNIBUS-VARIOUS | | | | | | RETIREMENT PLANS | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware Moderate | R | MG TRUST CO CUST | 21,272.341 | 12.65% | | Allocation Portfolio | | FBO JOHN CIPOLLONE INC | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Moderate | R | MLPF&S FOR THE SOLE | 108,109.957 | 64.29% | | Allocation Portfolio | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware National High- | A | MLPF&S FOR THE SOLE | 460,900.745 | 6.15% | | Yield Municipal Bond | | BENEFIT OF ITS CUSTOMERS | | | | Fund | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware National High- | A | FIRST CLEARING, LLC | 491,982.027 | 6.56% | | Yield Municipal Bond | | JUANITA DALY & | | | | Fund | | CARLO TORESANI JT WROS | | | | | | 1200 RANCHO CIR | | | | | | LAS VEGAS NV 89107 | | | | Delaware National High- | B | CITIGROUP GLOBAL | 17,029.211 | 9.91% | | Yield Municipal Bond | | MARKETS, INC. | | | | Fund | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware National High- | B | MLPF&S FOR THE SOLE | 50,308.132 | 29.27% | | Yield Municipal Bond | | BENEFIT OF ITS CUSTOMERS | | | | Fund | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware National High- | C | CITIGROUP GLOBAL | 84,495.021 | 10.10% | | Yield Municipal Bond | | MARKETS, INC. | | | | Fund | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware National High- | C | MLPF&S FOR THE SOLE | 214,824.839 | 25.69% | | Yield Municipal Bond | | BENEFIT OF ITS CUSTOMERS | | | | Fund | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware National High- | I | DMH CORP | 136.513 | 98.95% | | Yield Municipal Bond | | ATTN RICK SALUS | | | | Fund | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware REIT Fund | A | WILMINGTON TRUST CO TTEE | 791,631.516 | 9.35% | | | | FBO VIRTUA 401(K) SAVS PLN | | | | | | C/O MUTUAL FUNDS | | | | | | P O BOX 8880 | | | | | | WILMINGTON DE 19899-8880 | | | | Delaware REIT Fund | C | MLPF&S FOR THE SOLE | 224,397.521 | 9.93% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware REIT Fund | C | CITIGROUP GLOBAL | 247,756.670 | 10.96% | | | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware REIT Fund | R | RELIANCE TRUST CO | 26,006.691 | 5.13% | | | | FBO PARKER MCCAY & CRISCU | | | | | | 401K | | | | | | PO BOX 48529 | | | | | | ATLANTA GA 30362-1529 | | | | Delaware REIT Fund | R | MLPF&S FOR THE SOLE | 28,637.318 | 5.64% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware REIT Fund | R | MG TRUST COMPANY | 39,857.674 | 7.85% | | | | CUST FBO PRICE RIVER WATER | | | | | | IMPROVEMENT | | | | | | DISTRICT RETIREMENT PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Select Growth | A | CITIGROUP GLOBAL | 322,565.776 | 5.58% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Select Growth | A | MLPF&S FOR THE SOLE | 338,085.449 | 5.85% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Select Growth | C | CITIGROUP GLOBAL | 115,089.170 | 8.52% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Select Growth | C | MLPF&S FOR THE SOLE | 267,526.144 | 19.81% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Select Growth | I | RS DMC EMPLOYEE MPP PLAN | 266,226.705 | 9.53% | | Fund | | DELAWARE MANAGEMENT CO MPP | | | | | | TRUST | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Select Growth | I | GPC AS AGENT FOR | 378,404.844 | 13.55% | | Fund | | RELIANCE TRUST COMPANY | | | | | | FBO DEAN FOODS 401K PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Select Growth | I | EDWARD D JONES & CO | 2,346,971.458 | 84.04% | | Fund | | ATTN MUTUAL FUND | | | | | | SHAREHOLDER ACCOUNTING | | | | | | 201 PROGRESS PKWY | | | | | | MARYLAND HTS MO 63043 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Select Growth | R | MG TRUST COMPANY TRUSTEE | 1,965.947 | 5.52% | | Fund | | KINGS OF NEW CASTLE | | | | | | 700 17TH STREET - SUITE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Select Growth | R | MG TRUST CO TRUSTEE | 3,160.773 | 8.88% | | Fund | | UNITED COMMUNITY BANK | | | | | | 401K PS PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Select Growth | R | RELIANCE TRUST CO FBO | 3,363.365 | 9.45% | | Fund | | RELIANCE TRADING CORP | | | | | | 401K | | | | | | PO BOX 48529 | | | | | | ATLANTA GA 30362-1529 | | | | Delaware Select Growth | R | RELIANCE TRUSTCO | 4,478.672 | 12.58% | | Fund | | FBO FIRST MED IMMEDIATE MED | | | | | | 401K | | | | | | PO BOX 48529 | | | | | | ATLANTA GA 30362-1529 | | | | Delaware Select Growth | R | MG TRUST CO | 5,156.870 | 14.49% | | Fund | | CUST FBO OMAHA NEON | | | | | | SIGN INC | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Select Growth | R | MLPF&S FOR THE SOLE | 12,623.771 | 35.46% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Small Cap Core | A | MLPF&S FOR THE SOLE | 338,437.179 | 14.04% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Small Cap Core | C | MLPF&S FOR THE SOLE | 312,373.501 | 31.76% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Small Cap Core | I | HOD CARRIERS LOCAL #270 | 203,292.627 | 6.03% | | Fund | | PENSION TRUST FUND | | | | | | 633 BATTERY ST FL 2 | | | | | | SAN FRANCISCO CA 94111-1815 | | | | Delaware Small Cap Core | I | WACHOVIA BANK | 214,397.419 | 6.36% | | Fund | | FBO VARIOUS | | | | | | RETIREMENT PLANS | | | | | | 1525 WEST WT HARRIS BLVD | | | | | | CHARLOTTE NC 28288-0001 | | | | Delaware Small Cap Core | I | UNION BANK TR NOMINEE | 432,234.293 | 12.82% | | Fund | | FBO CITRUS AVOCADO PENSION | | | | | | FUND | | | | | | TAFT HARTLEY RET PLAN | | | | | | PO BOX 85484 | | | | | | SAN DIEGO CA 92186-5484 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Small Cap Core | I | LINCOLN NATIONAL LIFE | 505,204.886 | 14.98% | | Fund | | INS COMPANY | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware Small Cap Core | I | UBATCO & CO | 1,176,793.386 | 34.89% | | Fund | | FBO COLLEGE SAVINGS GROUP | | | | | | PO BOX 82535 | | | | | | LINCOLN NE 68501-2535 | | | | Delaware Small Cap Core | R | GPC AGENT FOR | 26,326.572 | 5.89% | | Fund | | RELIANCE TRUST CO | | | | | FBO DAVID K & ELLENM SCHMITZ | | | | | | | 401K PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Small Cap Core | R | FRONTIER TRUST CO | 40,949.210 | 9.17% | | Fund | | FBO NAGEL PRECISION INC | | | | | | PS 401K PLAN | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware Small Cap Core | R | ING | 45,452.151 | 10.17% | | Fund | | ENHANCED K-CHOICE | | | | | | TRUSTEE: RELIANCE TRUST CO | | | | | | 400 ATRIUM DRIVE | | | | | | SOMERSET NJ 08873 | | | | Delaware Small Cap Core | R | LINCOLN NATIONAL LIFE | 61,155.360 | 13.69% | | Fund | | INS COMPANY | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware Small Cap Core | R | STATE STREET BANK & | 68,001.652 | 15.22% | | Fund | | TRUST CO | | | | | | FBO VARIOUS SYMETRA | | | | | | RETIREMENT PLANS | | | | | | PO BOX 12770 | | | | | | OVERLAND PARK KS 66282-2770 | | | | Delaware Small Cap | A | FRONTIER TRUST CO | 54,439.229 | 7.14% | | Growth Fund | | FBO VALERUS | | | | | | 401K SAVS PLAN | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware Small Cap | A | MLPF&S FOR THE SOLE | 54,638.434 | 7.17% | | Growth Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Small Cap | B | FIRST CLEARING LLC | 9,336.495 | 5.03% | | Growth Fund | | LAUREN M NISWENDER IRA | | | | | | FCC AS CUSTODIAN | | | | | | 6615 STEINBECK CT | | | | | | N RIDGEVILLE OH 44039-3363 | | | | Delaware Small Cap | C | MLPF&S FOR THE SOLE | 120,379.051 | 24.94% | | Growth Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Small Cap | I | DMTC C/F THE ROLLOVER IRA OF | 65.445 | 94.12% | | Growth Fund | | PATRICIA POLONY | | | | | | WHITEHALL PA 18052 | | | | Delaware Small Cap | R | GPC AS AGENT FOR | 6,795.422 | 5.47% | | Growth Fund | | RELIANCE TRUST COMPANY | | | | | | FBO OB-GYNE OF LAKE FOREST | | | | | | EES PS & SAV T | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Small Cap | R | RELIANCE TRUST CO | 8,995.554 | 7.24% | | Growth Fund | | CUST FBO DRESILKER ELECTRIC | | | | | | MOTORS | | | | | | PO BOX 48529 | | | | | | ATLANTA GA 30362-1529 | | | | Delaware Small Cap | R | GPC SECURITIES INC AGENT FOR | 9,924.912 | 7.99% | | Growth Fund | | RELIANCE TRUST CO | | | | | FBO GILSANZ MURRAY & STEFICEK | | | | | | 401K PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Small Cap | R | MLPF&S FOR THE SOLE | 10,216.590 | 8.23% | | Growth Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Small Cap | R | FRONTIER TRUST CO | 11,413.575 | 9.19% | | Growth Fund | | FBO SBWV ARCHITECTS INC 401K | | | | | | PLAN | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware Small Cap | R | RON BECKER | 16,519.338 | 13.30% | | Growth Fund | | FBO ALL SEASONS | | | | | | MARKETING INC | | | | | | 401K PSP & TRUST | | | | | | 10001 W ROOSEVELT RD STE 308 | | | | | | WESTCHESTER IL 60154-2662 | | | | Delaware Small Cap | A | MLPF&S FOR THE SOLE | 546,365.178 | 6.04% | | Value Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Small Cap | C | CITIGROUP GLOBAL | 163,385.511 | 8.38% | | Value Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Small Cap | C | MLPF&S FOR THE SOLE | 502,256.118 | 25.77% | | Value Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Small Cap | I | NFS LLC | 34,727.072 | 7.54% | | Value Fund | | FEBO RELIANCE TRUST TTEE | | | | | | PHILADELPHIA GAS WORKS | | | | | | DEFERRED COMP PL | | | | | | 800 W MONTGOMERY AVE | | | | | | PHILADELPHIA PA 19122 | | | | Delaware Small Cap | I | NY LIFE TRUST COMPANY | 143,381.142 | 31.15% | | Value Fund | | 169 LACKAWANNA AVE | | | | | | PARSIPPANY NJ 07054-1007 | | | | Delaware Small Cap | I | RS DMC EMPLOYEE MPP PLAN | 210,578.743 | 45.75% | | Value Fund | | DELAWARE MANAGEMENT CO | | | | | | EMPLOYEE MONEY PURCHASE | | | | | | PENSION | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | | | Delaware Small Cap | R | MLPF&S FOR THE SOLE | 216,746.044 | 34.94% | | Value Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | A | MLPF&S FOR THE SOLE | 582,846.383 | 5.73% | | Arizona Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | B | MLPF&S FOR THE SOLE | 76,735.280 | 12.83% | | Arizona Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 179,853.329 | 27.78% | | Arizona Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | A | MLPF&S FOR THE SOLE | 656,398.363 | 11.06% | | California Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | A | CITIGROUP GLOBAL | 824,212.722 | 13.89% | | California Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free | B | WELLS FARGO INVSTMNTS LLC | 25,886.056 | 5.48% | | California Fund | | 625 MARQUETTE AVE FL 13 | | | | | | MINNEAPOLIS MN 55402 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Tax-Free | B | RBC CAPITAL MARKETS CORP | 33,421.165 | 7.08% | | California Fund | | FBO BEVERLY | | | | | | FISCHGRUND TTEE | | | | | | FISCHGRUND TRUST | | | | | | 1025 N CRESCENT DR | | | | | | BEVERLY HILLS CA 90210 | | | | Delaware Tax-Free | B | WELLS FARGO INVSTMNTS LLC | 45,388.933 | 9.62% | | California Fund | | 608 2ND AVE S FL 8 | | | | | | MINNEAPOLIS MN 55402 | | | | Delaware Tax-Free | B | CITIGROUP GLOBAL | 83,964.999 | 17.79% | | California Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free | C | CHARLES SCHWAB & CO INC | 95,960.272 | 7.50% | | California Fund | | SPECIAL CUSTODY ACCT | | | | | | FBO CUSTOMERS | | | | | | ATTN MUTUAL FUNDS | | | | | | 101 MONTGOMERY ST | | | | | | SAN FRANCISCO CA 94104-4151 | | | | Delaware Tax-Free | C | CITIGROUP GLOBAL | 121,714.838 | 9.51% | | California Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 379,533.779 | 29.67% | | California Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | B | MS&CO | 14,444.904 | 5.24% | | Colorado Fund | | FBO PATRICK C ALLEN | | | | | | 2468 LOGAN DR | | | | | | LOVELAND CO 80538 | | | | Delaware Tax-Free | B | MLPF&S FOR THE SOLE | 20,466.733 | 7.43% | | Colorado Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | B | ESTELLE R GOLDSTEIN TTEE OF | 23,508.305 | 8.54% | | Colorado Fund | | THE GOLDSTEIN | | | | | | FAMILY TRUST A | | | | | | 3260 NORTH 12TH STREET | | | | | | GRAND JUNCTION CO 81506 | | | | Delaware Tax-Free | B | NFS LLC | 27,004.545 | 9.80% | | Colorado Fund | | FEBO FORREST & ANNETTE MEYER | | | | | | REVOC | | | | | | EDWARD R MEYER | | | | | | 6250 S IOLA CT | | | | | | ENGLEWOOD CO 80111 | | | | Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 175,947.437 | 16.93% | | Colorado Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | | | JACKSONVILLE FL 32246-6484 | | | | |
|
| Delaware Tax-Free Idaho | A | UBS FINANCIAL SERVICES INC. | 371,884.662 | 5.16% | | Fund | | FBO GROSS FAMILY | | | | | | LIMITED PARTNERSHIP | | | | | | 2455 E WOODSTONE DR | | | | | | HAYDEN ID 83835 | | | | Delaware Tax-Free Idaho | A | MLPF&S FOR THE SOLE | 377,329.797 | 5.24% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free Idaho | B | WELLS FARGO INVSTMNTS LLC | 15,808.100 | 5.40% | | Fund | | 608 2ND AVE S FL 8 | | | | | | MINNEAPOLIS MN 55402 | | | | Delaware Tax-Free Idaho | C | MLPF&S FOR THE SOLE | 130,152.903 | 9.48% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | B | MLPF&S FOR THE SOLE | 81,972.288 | 10.36% | | Minnesota Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 283,401.592 | 10.48% | | Minnesota Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | B | U S BANCORP INVSTMNTS INC | 2,230.909 | 7.66% | | Minnesota Intermediate | | 60 LIVINGSTON AVE | | | | Fund | | SAINT PAUL MN 55107 | | | | Delaware Tax-Free | B | IRENE EILBERT REV TR | 4,361.373 | 14.97% | | Minnesota Intermediate | | NORTH MANKATO MN 56003 | | | | Fund | | | | | | Delaware Tax-Free | B | U S BANCORP INVSTMNTS INC | 4,970.089 | 17.05% | | Minnesota Intermediate | | 60 LIVINGSTON AVE | | | | Fund | | SAINT PAUL MN 55107 | | | | Delaware Tax-Free | B | U S BANCORP INVSTMNTS INC | 11,116.519 | 38.15% | | Minnesota Intermediate | | 60 LIVINGSTON AVE | | | | Fund | | SAINT PAUL MN 55107 | | | | Delaware Tax-Free | A | BARBARA GOODFRIEND | 1,180,225.060 | 9.39% | | Money Fund | | AND ELLIOTT GOODFRIEND | | | | | | VOORHEES NJ 08043 | | | | Delaware Tax-Free | CC | NANCY RHOADES | 29,488.200 | 5.40% | | Money Fund | | ATLANTA GA 30309 | | | | Delaware Tax-Free | CC | GREGORY OBRIEN | 49,876.580 | 9.14% | | Money Fund | | AND SHARON OBRIEN | | | | | | MEDIA PA 19063 | | | | Delaware Tax-Free | CC | GARY A THOMAS | 83,399.070 | 15.28% |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Money Fund | | CAMP HILL PA 17011 | | | | Delaware Tax-Free | CC | EDWARD J NOLAN AND GERTRUDE | 199,164.920 | 36.50% | | Money Fund | | J NOLAN JT WROS | | | | | | GLENSIDE PA 19038 | | | | Delaware Tax-Free New | A | MLPF&S FOR THE SOLE | 172,397.464 | 8.30% | | York Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free New | A | ROBERTA B WENDEL | 191,883.491 | 9.24% | | York Fund | | ITHACA NY 14850 | | | | Delaware Tax-Free New | B | FIRST CLEARING, LLC | 6,231.980 | 6.23% | | York Fund | | BRYNA COOK SERRAO & | | | | | | JOSEPH SERRAO JT TEN | | | | | | 450 CLINTON ST | | | | | | BROOKLYN NY 11231 | | | | Delaware Tax-Free New | B | CHARLES SCHWAB & CO INC | 7,216.165 | 7.21% | | York Fund | | SPECIAL CUSTODY ACCT | | | | | | FBO CUSTOMERS | | | | | | ATTN MUTUAL FUNDS | | | | | | 101 MONTGOMERY ST | | | | | | SAN FRANCISCO CA 94104-4151 | | | | Delaware Tax-Free New | B | MS&CO | 8,264.442 | 8.26% | | York Fund | | FBO PETER M HOROWITZ | | | | | | 376 PRESIDENT ST | | | | | | BROOKLYN NY 11231 | | | | Delaware Tax-Free New | B | ALLISON DESALVO | 9,376.457 | 9.37% | | York Fund | | SMITHTOWN NY 11787 | | | | Delaware Tax-Free New | B | EDWARD H NELSON | 10,774.465 | 10.76% | | York Fund | | STATEN ISLAND NY 10312 | | | | Delaware Tax-Free New | B | NFS LLC | 16,460.973 | 16.45% | | York Fund | | FEBO PAT PASSLOF | | | | | | 80 FORSYTH ST | | | | | | NEW YORK NY 10002 | | | | Delaware Tax-Free New | B | MLPF&S FOR THE SOLE | 21,969.776 | 21.95% | | York Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free New | C | NFS LLC | 67,552.600 | 14.37% | | York Fund | | FEBO BANK OF AMERICA NA | | | | | | IM JANE STEIN | | | | | | PO BOX 831575 | | | | | | DALLAS TX 75283-1575 | | | | Delaware Tax-Free New | C | MLPF&S FOR THE SOLE | 265,829.154 | 56.55% | | York Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free | A | MLPF&S FOR THE SOLE | 3,535,263.144 | 5.59% | | Pennsylvania Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Tax-Free | A | CITIGROUP GLOBAL | 3,786,672.511 | 5.99% | | Pennsylvania Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free | B | CITIGROUP GLOBAL | 51,148.441 | 7.45% | | Pennsylvania Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free | C | DAVID N ARMS AND | 86,377.509 | 5.25% | | Pennsylvania Fund | | JANET E ARMS JT WROS | | | | | | PERKIOMENVLLE PA 18074 | | | | Delaware Tax-Free | C | MLPF&S FOR THE SOLE | 164,296.944 | 9.99% | | Pennsylvania Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free USA | A | CITIGROUP GLOBAL | 3,183,822.607 | 6.45% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free USA | B | CITIGROUP GLOBAL | 60,119.978 | 7.93% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free USA | B | MLPF&S FOR THE SOLE | 104,465.691 | 13.79% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free USA | C | CITIGROUP GLOBAL | 104,007.241 | 5.68% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free USA | C | MLPF&S FOR THE SOLE | 656,711.145 | 35.84% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free USA | I | DMH CORP | 102.392 | 98.28% | | Fund | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware Tax-Free USA | A | MLPF&S FOR THE SOLE | 8,580,822.267 | 22.28% | | Intermediate Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free USA | B | CARMEN S OEFINGER | 3,994.781 | 5.23% | | Intermediate Fund | | THE VILLAGES FL 32162 | | |
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| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Tax-Free USA | B | RICHARD J POSTHAUER | 4,819.433 | 6.31% | | Intermediate Fund | | ELEANOR P POSTHAUER | | | | | | BABYLON NY 11702 | | | | Delaware Tax-Free USA | B | CITIGROUP GLOBAL | 14,855.685 | 19.45% | | Intermediate Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free USA | B | MLPF&S FOR THE SOLE | 16,985.453 | 22.24% | | Intermediate Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free USA | C | CITIGROUP GLOBAL | 332,432.239 | 9.95% | | Intermediate Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Tax-Free USA | C | MLPF&S FOR THE SOLE | 1,253,729.520 | 37.54% | | Intermediate Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Tax-Free USA | I | DMH CORP | 94.476 | 98.18% | | Intermediate Fund | | ATTN RICK SALUS | | | | | | 2005 MARKET ST FL 9 | | | | | | PHILADELPHIA PA 19103-7007 | | | | Delaware Trend Fund | A | MLPF&S FOR THE SOLE | 1,803,920.632 | 7.80% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Trend Fund | B | MLPF&S FOR THE SOLE | 214,663.705 | 11.69% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Trend Fund | C | CITIGROUP GLOBAL | 169,468.197 | 5.08% | | | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Trend Fund | C | MLPF&S FOR THE SOLE | 914,183.401 | 27.41% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Trend Fund | I | RS DMC EMPLOYEE MPP PLAN | 311,233.476 | 17.67% | | | | DELAWARE MANAGEMENT CO | | | | | | EMPLOYEE MONEY PURCHASE | | | | | | PENSION | | | | | | C/O RICK SEIDEL | | | | | | 2005 MARKET ST | | | | | | PHILADELPHIA PA 19103-7042 | | |
O-31
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Trend Fund | I | MLPF&S FOR THE SOLE | 514,839.061 | 29.24% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Trend Fund | I | NFS LLC FEBO FIIOC AGENT FBO | 991,776.021 | 56.32% | | | | QUALIFIED EMPLOYEE | | | | | | PLANS 401K FINOPS-IC FUNDS | | | | | | 100 MAGELLAN WAY #KW1C | | | | | | COVINGTON KY 41015-1987 | | | | Delaware Trend Fund | R | GPC SECURITIES INC AGENT FOR | 11,100.466 | 5.74% | | | | RELIANCE TRUST CO | | | | | FBO TRANSITION PARTNERS | | | | | | 401K PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Trend Fund | R | MLPF&S FOR THE SOLE | 129,970.646 | 67.22% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware U.S. Growth | A | PRUDENTIAL INVESTMENT MGMT | 3,875,753.446 | 32.17% | | Fund | | SVC | | | | | | FBO MUTUAL FUND CLIENTS | | | | | | MAIL STOP NJ 05-11-20 | | | | | | 3 GATEWAY CTR FL 11 | | | | | | 100 MULBERRY ST | | | | | | NEWARK NJ 07102-4000 | | | | Delaware U.S. Growth | B | CITIGROUP GLOBAL | 63,383.338 | 9.73% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware U.S. Growth | C | CITIGROUP GLOBAL | 105,861.260 | 8.03% | | Fund | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | | | Delaware U.S. Growth | C | MLPF&S FOR THE SOLE | 170,818.354 | 12.96% | | Fund | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware U.S. Growth | I | FIRST CLEARING LLC | 2,140,117.213 | 5.25% | | Fund | | O’MELVENY & MYERS LLP | | | | | | RET COMM TTEE DB PLAN | | | | | | 400 SOUTH HOPE STREET | | | | | | LOS ANGELES CA 90071 | | | | Delaware U.S. Growth | I | C/O M&I TRUST CO NA | 4,384,349.676 | 10.76% | | Fund | | ATTN MF VALLEE & CO | | | | | | FBO VA | | | | | | 11270 W PARK PL STE 400 | | | | | | MILWAUKEE WI 53224-3638 | | |
O-32
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware U.S. Growth | I | PRUDENTIAL INVESTMENT MGMT | 11,270,617.295 | 27.67% | | Fund | | SVC | | | | | | FBO MUTUAL FUND CLIENTS | | | | | | MAIL STOP NJ 05-11-20 | | | | | | 3 GATEWAY CTR FL 11 | | | | | | 100 MULBERRY ST | | | | | | NEWARK NJ 07102 | | | | Delaware U.S. Growth | R | ING | 19,691.074 | 6.26% | | Fund | | ENHANCED K-CHOICE | | | | | | TRUSTEE: RELIANCE TRUST CO | | | | | | 400 ATRIUM DRIVE | | | | | | SOMERSET NJ 08873 | | | | Delaware U.S. Growth | R | FRONTIER TRUST CO | 23,537.445 | 7.49% | | Fund | | FBO OMNIBUS-VARIOUS | | | | | | RETIREMENT PLANS | | | | | | PO BOX 10758 | | | | | | FARGO ND 58106-0758 | | | | Delaware U.S. Growth | R | LINCOLN LIFE & ANNUITY | 26,031.073 | 8.28% | | Fund | | CO OF NY | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware U.S. Growth | R | LINCOLN NATIONAL LIFE | 53,401.884 | 16.98% | | Fund | | INS COMPANY | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware U.S. Growth | R | STATE STREET BANK & | 134,650.077 | 42.82% | | Fund | | TRUST CO | | | | | | FBO VARIOUS SYMETRA | | | | | | RETIREMENT PLANS | | | | | | PO BOX 12770 | | | | | | OVERLAND PARK KS 66282-2770 | | | | Delaware Value Fund | A | MLPF&S FOR THE SOLE | 1,766,846.486 | 5.21% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Value Fund | B | CITIGROUP GLOBAL | 23,132.298 | 5.91% | | | | MARKETS, INC. | | | | | | ATTN: PETER BOOTH, 7TH FL | | | | | | 333 W 34TH ST | | | | | | NEW YORK NY 10001-2402 | | | | Delaware Value Fund | B | MLPF&S FOR THE SOLE | 128,158.877 | 32.77% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | | | Delaware Value Fund | C | MLPF&S FOR THE SOLE | 1,694,544.475 | 58.97% | | | | BENEFIT OF ITS CUSTOMERS | | | | | | ATTENTION: FUND ADMIN | | | | | | 4800 DEER LAKE DR E, 2ND FL | | | | | | JACKSONVILLE FL 32246-6484 | | |
O-33
| | | | | | Fund Name | Class | Shareholders Name and Address | Total Shares | Percentage | | Delaware Value Fund | I | PATTERSON & CO | 1,780,688.774 | 23.96% | | | | OMNIBUS CASH ACCOUNT | | | | | | 1525 WEST W T HARRIS BLVD | | | | | | CHARLOTTE NC 28288 | | | | Delaware Value Fund | I | PRUDENTIAL INVESTMENT MGMT | 4,832,329.743 | 65.01% | | | | SVC | | | | | | FBO MUTUAL FUND CLIENTS | | | | | | MAIL STOP NJ 05-11-20 | | | | | | 3 GATEWAY CTR FL 11 | | | | | | 100 MULBERRY ST | | | | | | NEWARK NJ 07102 | | | | Delaware Value Fund | R | GPC AS AGENT FOR | 12,299.524 | 5.85% | | | | RELIANCE TRUST COMPANY | | | | | FBO WILLIAMS MACHINE & TOOL | | | | | | 401(K) PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Value Fund | R | GPC SECURITIES INC AGENT FOR | 12,815.720 | 6.09% | | | | RELIANCE TRUST CO | | | | | | FBO ENGLAND THIMS & MILLER | | | | | | INC 401K | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Value Fund | R | GPC SECURITIES INC AGENT FOR | 14,146.063 | 6.72% | | | | RELIANCE TRUST CO | | | | | FBO WEST HILLS DEVELOPMENT | | | | | | CO 401K PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | | | Delaware Value Fund | R | MG TRUST CO CUST FBO AZUR | 14,909.927 | 7.09% | | | | PHARMA 401K PS PLAN | | | | | | 700 17TH ST STE 300 | | | | | | DENVER CO 80202-3531 | | | | Delaware Value Fund | R | LINCOLN NATIONAL LIFE | 41,369.727 | 19.66% | | | | INS COMPANY | | | | | | 1300 S CLINTON ST | | | | | | FORT WAYNE IN 46802-3506 | | | | Delaware Value Fund | R | GPC SECURITIES INC AGENT FOR | 48,619.364 | 23.11% | | | | RELIANCE TRUST CO | | | | | | FBO BLACK STONE ENERGY CO | | | | | | 401(K) PLAN | | | | | | PO BOX 79377 | | | | | | ATLANTA GA 30357-7377 | | |
O-34
[Form of Proxy Card]
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103 JOINT SPECIAL SHAREHOLDER MEETING OF SHAREHOLDERS – September 16, 2008NOVEMBER 12, 2009 [Registrant Listed on Schedule A] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby revokes all previous proxies for his/her shares and appoints Michael E. Dresnin, Cori E. Daggett andA n t h o n y G . C i a v a r e l l i , David F. Connor, E m i l i a P . W a n g , a n d Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at theJoint SpecialMeeting of Shareholders of [ Ea ch F un d Lis te d on S ch ed ul e A] ( the Portfolio“Fund”), a series of [Each Registrant Listed on Schedule A] (the “Trust”), indicated on the reverse side of this proxy card to be held at th e o ff ice s of St ra dl ey R on Tuesday, September 16, 2008, at 4:00 p.m. E.D.T. aton St ev en s & Yo un g, LL P, O ne Commerce Square, 2005 Market Street, the Board Room of Stradley Ronon Stevens & Young, LLP, 26th21st Floor, Philadelphia, Pennsylvania 19103, on Thursday, November 12, 2009 at 3 :00 p.m. Eastern time, or at any postponement or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote upon any matters which may properly be acted upon at this meetingMeeting and specifically as indicated on the reverse side of this form.proxy card. Please refer to the proxy statement for a discussion of each of these matters. RECEIPT OF THE NOTICE OF THE JOINT SPECIAL MEETING OF SHAREHOLDERS AND THE ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND VOTED ON, IS HEREBY ACKNOWLEDGED. BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSALPROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF.MEETING. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE. Date ____________, 2008 | |
| | Signature(s) (Joint Owners) (PLEASE SIGN WITHIN BOX)
THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED. TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND AVOID THE ADDITIONAL EXPENSE TO THE PORTFOLIO OF FURTHER SOLICITATION, PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ON THIS CARD TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, THE PROXY CARD IS VALID IF EXECUTED BY ANY ONE OF THE JOINT OWNERS, UNLESS AT OR PRIOR TO THE PROXY THE TRUST RECEIVES A SPECIFIC WRITTEN NOTICE TO THE CONTRARY FROM ANY ONE OF THE JOINT OWNERS. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
|
Foundation - VD
Please fill in box(es) as shown using black or blue ink.
1. | | To approve an amendment to the Investment Management
Agreement between the Trust, on behalf of the
Portfolio, and Delaware Management Company | | FOR
£Important notice regarding the availability of proxy materials for the shareholder meeting to be held on November 12, 2009: this proxy statement is available at www.delawareinvestments.com. | | AGAINST
£ | | ABSTAIN
£ |
PLEASE SIGN ANDSIGNAND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
YOURP.O. BOX 9112
FARMINGDALE, NY 11735 To vote by Internet | 1) | Read the Proxy Statement and have the proxy card below at hand. | | 2) | Go to websitewww.proxyvote.com. | | 3) | Follow the instructions provided on the website. |
To vote by Telephone | 1) | Read the Proxy Statement and have the proxy card below at hand. | | 2) | Call1-800-690-6903. | | 3) | Follow the instructions. |
To vote by Mail | 1) | Read the Proxy Statement | | 2) | Check the appropriate boxes on the proxy card below. | | 3) | Sign and date the proxy card. | | 4) | Return the proxy card in the envelope provided. |
TO VOTE, IS IMPORTANT – PLEASE ACT TODAY.MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOURRECORDS.
Foundation - VD
Delaware Moderate Allocation Portfolio (the “Portfolio”) SPECIAL SHAREHOLDER MEETING – September 16, 2008DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEESVALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | Vote on Trustees | | | | | | | | | | 1. | To elect a Board of Trustees for each of the Trusts | | FOR | WITHHOLD | FOR ALL | | | | | | | | ALL | ALL | EXCEPT | | | | Nominees: | | | | | | | | | | | 01) | THOMAS L. BENNETT | 04) | ANTHONY D. KNERR | 07) | THOMAS F. MADISON | | | | | 02) | PATRICK P. COYNE | 05) | LUCINDAS. LANDRETH | 08) | JANET L. YEOMANS 0 | 0 | 0 | | | 03) | JOHN A. FRY | 06) | ANN R. LEVEN | 09) | J. RICHARD ZECHER | | | | | | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on | | | the line below. | | | | | | |
| | | | | Vote on Approval of Investment Advisory Agreement | FOR | AGAINST | ABSTAIN | | | | 2. To approve a new investment advisory agreement between each Fund and Delaware | 0 | 0 | 0 | | Management Company, a series of Delaware Management Business Trust | | | |
The undersigned hereby appoints Michael E. Dresnin, Cori E. Daggett and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the Special Meeting of Shareholders of the Portfolio to be held on Tuesday, September 16, 2008, at 4:00 p.m. E.D.T. at 2005 Market Street, the Board Room of Stradley Ronon Stevens & Young, LLP, 26thTHIS PROXYCARDISONLY VALID WHEN SIGNEDAND DATED.Floor, Philadelphia, Pennsylvania 19103, or at any postponement or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote upon any matters which may properly be acted upon at this meeting and specifically as indicated on the reverse side of this form. Please refer to the proxy statement for a discussion of each of these matters.PLEASE DATEAND SIGN NAME OR NAMESBELOW AS PRINTEDABOVETOAUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTOR,ADMINISTRATOR,TRUSTEE OROTHERREPRESENTATIVESHOULD GIVE FULL TITLE AS SUCH.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE THE PROPOSAL AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE._________________________________________________
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
SCHEDULE A Date ____________, 2008 | | | Trust | Funds | | Delaware Group Adviser Funds | Delaware Diversified Income Fund | | |
Delaware U.S. Growth Fund | | Delaware Group Cash Reserve | Delaware Cash Reserve Fund | Signature(s) (Joint Owners) (PLEASE SIGN WITHIN BOX)
THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED. TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND AVOID THE ADDITIONAL EXPENSE TO THE PORTFOLIO OF FURTHER SOLICITATION, PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ON THIS CARD TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, THE PROXY CARD IS VALID IF EXECUTED BY ANY ONE OF THE JOINT OWNERS, UNLESS AT OR PRIOR TO THE PROXY THE TRUST RECEIVES A SPECIFIC WRITTEN NOTICE TO THE CONTRARY FROM ANY ONE OF THE JOINT OWNERS. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
Delaware Group Equity Funds I | Delaware Mid Cap Value Fund |
Foundation - VD
Please fill in box(es) as shown using black or blue ink.
1.Delaware Group Equity Funds II | | To approve an amendment to the Investment Management
Agreement between the Trust, on behalf of the
Portfolio, and Delaware Management Company | | FOR
£ | | AGAINST
£ | | ABSTAIN
£ |
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
YOUR VOTE IS IMPORTANT – PLEASE ACT TODAY.
Foundation - VD
Delaware Conservative Allocation Portfolio (the “Portfolio”) SPECIAL SHAREHOLDER MEETING – September 16, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Michael E. Dresnin, Cori E. Daggett and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the Special Meeting of Shareholders of the Portfolio to be held on Tuesday, September 16, 2008, at 4:00 p.m. E.D.T. at 2005 Market Street, the Board Room of Stradley Ronon Stevens & Young, LLP, 26thFloor, Philadelphia, Pennsylvania 19103, or at any postponement or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote upon any matters which may properly be acted upon at this meeting and specifically as indicated on the reverse side of this form. Please refer to the proxy statement for a discussion of each of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE THE PROPOSAL AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
Date ____________, 2008Large Cap Value Fund | | |
Delaware Value®Fund | | Delaware Group Equity Funds III | Delaware American Services Fund | Signature(s) (Joint Owners) (PLEASE SIGN WITHIN BOX)
THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED. TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND AVOID THE ADDITIONAL EXPENSE TO THE PORTFOLIO OF FURTHER SOLICITATION, PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ON THIS CARD TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, THE PROXY CARD IS VALID IF EXECUTED BY ANY ONE OF THE JOINT OWNERS, UNLESS AT OR PRIOR TO THE PROXY THE TRUST RECEIVES A SPECIFIC WRITTEN NOTICE TO THE CONTRARY FROM ANY ONE OF THE JOINT OWNERS. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
| Delaware Small Cap Growth Fund | | Delaware Trend®Fund | | Delaware Group Equity Funds IV | Delaware Global Real Estate Securities Fund | | Delaware Growth Opportunities Fund | | Delaware Healthcare Fund | | Delaware Group Equity Funds V | Delaware Dividend Income Fund | | Delaware Small Cap Core Fund | | Delaware Small Cap Value Fund | | Delaware Group Foundation Funds | Delaware Foundation®Equity Fund | | Delaware Aggressive Allocation Portfolio1 | | Delaware Conservative Allocation Portfolio2 | | Delaware Moderate Allocation Portfolio3 | | Delaware Group Global & International Funds | Delaware Emerging Markets Fund | | Delaware Focus Global Growth Fund | | Delaware Global Value Fund | | Delaware International Value Equity Fund | | Delaware Group Government Fund | Delaware Core Plus Bond Fund | | Delaware Inflation Protected Bond Fund | | Delaware Group Income Funds | Delaware Corporate Bond Fund | | Delaware Extended Duration Bond Fund | | Delaware High-Yield Opportunities Fund | | Delaware Group Limited-Term Government Funds | Delaware Limited-Term Diversified Income Fund | | Delaware Group State Tax-Free Income Trust | Delaware Tax-Free Pennsylvania Fund | | Delaware Group Tax-Free Fund | Delaware Tax-Free USA Fund | | Delaware Tax-Free USA Intermediate Fund | | Delaware Group Tax-Free Money Fund | Delaware Tax-Free Money Fund | | Delaware Pooled®Trust | Delaware REIT Fund | | (also known as The Real Estate Investment Trust Portfolio) | | Voyageur Insured Funds | Delaware Tax-Free Arizona Fund | | Voyageur Intermediate Tax Free Funds | Delaware Tax-Free Minnesota Intermediate Fund | | Voyageur Mutual Funds | Delaware Minnesota High-Yield Municipal Bond Fund | | Delaware National High-Yield Municipal Bond Fund | | Delaware Tax-Free California Fund | | Delaware Tax-Free Idaho Fund | | Delaware Tax-Free New York Fund | | Voyageur Mutual Funds II | Delaware Tax-Free Colorado Fund | | Voyageur Mutual Funds III | Delaware Large Cap Core Fund | | Delaware Select Growth Fund | | Voyageur Tax Free Funds | Delaware Tax-Free Minnesota Fund |
Foundation - VD
Please fill in box(es) as shown using black or blue ink.
1. | | To approve an amendment to the Investment Management
Agreement between the Trust, on behalf of the
Portfolio, and Delaware Management Company | | FOR
£ | | AGAINST
£ | | ABSTAIN
£ |
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
YOUR VOTE IS IMPORTANT – PLEASE ACT TODAY.
Foundation - VD
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