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 mail date] www.delawareinvestments.com/proxy. . Proposal. Proposed Sub-Advisory Agreement. Funds’ assets. The As of each Fund. Fund. “Funds”); that portion of the Funds as the Investment Manager shall from time to time allocate to the Sub-Adviser (the “Managed Portion”) in the manner, for the period, and on the terms hereinafter set forth. issuance To the extent authorized by Section 28(e) and the Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution and compliance with applicable federal and state securities laws and regulations, the Board or the Investment Manager may direct the Sub-Adviser to effect up to 2 percent of transactions in Fund securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that a Trust is required to pay or for which such Trust is required to arrange payment. accrued daily based on 365/366 year. If this Agreement accordingly. Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder or any applicable exemptive order. the Investment Manager and a Trust or Trusts, as the case may be, 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 (i) any obligation arising out of or relating to assignment (as such term is defined in the 1940 Act) or upon the termination of an Investment Management Agreement. its staff under the 1940 Act. DELAWARE MANAGEMENT APPENDIX JACKSON SQUARE PARTNERS, LLC(Amendment No. __)Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 DELAWARE GROUP ADVISER FUNDSDelaware Group®DELAWARE GROUP CASH RESERVE Adviser FundsDELAWARE GROUP EQUITY FUNDS IDELAWARE GROUP EQUITY FUNDS IIDELAWARE GROUP EQUITY FUNDSDELAWARE GROUP EQUITY FUNDS IVDELAWARE GROUP EQUITY FUNDS VDELAWARE GROUP FOUNDATION FUNDSDELAWARE GROUP GLOBAL & INTERNATIONAL FUNDSDELAWARE GROUP GOVERNMENT FUNDDELAWARE GROUP INCOME FUNDSDELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDSDELAWARE GROUP TAX FREE FUNDDELAWARE GROUP TAX-FREE MONEY FUNDDELAWARE POOLED TRUST1VOYAGEUR INSURED FUNDSVOYAGEUR INTERMEDIATE TAX FREE FUNDSVOYAGEUR MUTUAL FUNDSVOYAGEUR MUTUAL FUNDS IIVOYAGEUR MUTUAL FUNDS IIIVOYAGEUR TAX FREE FUNDSNamofName of Registrant as Specified In Its Charter)Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: 2. Aggregate number of securities to which transaction applies: 1Solely on behalf of 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: [ ] Fee paid previously with preliminary proxy materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid:____________________________________________________________2) Form, Schedule or Registration Statement No.:____________________________________________________________3) Filing Party:____________________________________________________________4) Date Filed:____________________________________________________________DELAWARE INVESTMENTS®FAMILY OF FUNDSGroup Limited-Term Government Funds Delaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds I Delaware Group Tax-FreeSmid Cap Growth Fund, Delaware Group Equity Funds II Delaware Group Tax-Free Money Fund Delaware Group Equity Funds III Delaware Pooled®Trust1a series of Delaware Group Equity Funds IV Voyageur InsuredDelaware Group Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation®FundsVoyageur Mutual Funds Delaware Group Global & International Funds Voyageur Mutual Funds II Delaware Group GovernmentSelect Growth Fund, a series of Voyageur Mutual Funds III The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio and The Select 20 Portfolio, series of Delaware Pooled Trust Delaware VIP U.S. Growth Series and Delaware VIP Smid Cap Growth Series, series of Delaware VIP Trust IncomeFoundation FundsVoyageur Tax Free Funds ®Investments funds mentioned above (theGroup Adviser Funds, Delaware Group Equity Funds IV, Delaware Group Global and International Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and Delaware Group Foundation Funds® (each, a “Trust” and together, the “Trusts”), will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21st26th Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009,May 16, 2014 at 3:00 p.m., Eastern time. The purpose of the special meetingMeeting is to vote on several important proposalsa proposal that affect the Trusts andaffects each of their separate series (each, a “Fund” and collectively, the “Funds”) and your investment in one or more of them. Meeting will be held concurrently with the meetings of shareholders of other funds within the Delaware Investments®Family of Funds.Fund. As a shareholder, you have the opportunity to voice your opinion on thethese matters, that affect your Funds.as applicable. This package contains information about proposalsthe proposal and the materials to use when voting by mail, telephone, or through the Internet.card(s)card 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.proposals haveproposal has been carefully reviewed by the applicable Boards of Trustees of the Trusts. The Trustees, all but one of whom are not affiliated with Delaware Investments, areprotectinglooking after your interests as a shareholder. The Trustees believe these proposals arethe proposal is in the best interests of shareholders.eachthe proposal.enclosed Q&A is provided to assist you in understanding the proposals. Each of the proposalsproposal is described in greater detail in the enclosed Proxy Statement.card(s)card enclosed in this package. Be sure to sign the card(s)proxy card before mailing it1 Solely on behalf of Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio), a series of Delaware Pooled Trust.card(s),card, enter the control number found on the card(s),card, and follow the recorded or online instructions.Computershare Fund Services, Inc. (“Computershare”), the Fund’s proxy solicitor,Delaware Investments at 877 520-8548. Computershare will help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares.1-800-523-1918. Thank you for your participation in this important initiative./s/ Patrick P. CoyneNovember 12, 2009ToMay 16, 2014Shareholders of:availability of proxy materials for the shareholder meeting to be held on May 16, 2014: the proxy statement is available at www.delawareinvestments.com/proxyGroup Limited-Term Government Funds Delaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds I Delaware Group Tax-FreeSmid Cap Growth Fund, Delaware Group Equity Funds II Delaware Group Tax-Free Money Fund Delaware Group Equity Funds III Delaware Pooled®Trust1a series of Delaware Group Equity Funds IV Voyageur InsuredDelaware Group Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation®FundsVoyageur Mutual Funds Delaware Group Global & International Funds Voyageur Mutual Funds II Delaware Group GovernmentSelect Growth Fund, a series of Voyageur Mutual Funds III The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio and The Select 20 Portfolio, series of Delaware Pooled Trust Delaware VIP U.S. Growth Series and Delaware VIP Smid Cap Growth Series, series of Delaware VIP Trust IncomeFoundation FundsVoyageur Tax Free Funds ®shareholders of the open-end registered investment companies listed above (each, a “Trust” and collectively, the “Trusts”), along with certain other funds within the Delaware Investments®Family of Funds each of which is issuing proxy solicitation materials, will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 21st26th Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009,May 16, 2014 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:
approval of a sub-advisory agreement for the Funds.1. To elect a Board of Trustees for each of the Trusts. The nominees for election to the Boards of Trustees, all of whom are presently members of the Boards, are:Thomas L. Bennett Ann R. Leven Patrick P. Coyne Thomas F. Madison John A. Fry Janet L. Yeomans Anthony D. Knerr J. Richard Zecher Lucinda S. Landreth 2. To approve a new investment advisory agreement for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”).TrustsFunds as of the close of business on September 18, 2009March 20, 2014 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(s)card by mail in the enclosed postage-paid envelope, provided, or by voting by telephone or over the Internet. Your vote is important./s/ Patrick P. Coyne1 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 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 statement.CARDS AND/OR PROXY MATERIALS FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESSSTATEMENTPage PROXY STATEMENTPROPOSAL: TO APPROVE A SUB-ADVISORY AGREEMENTTABLE OF CONTENTS3 Page Introduction to the Proposal3 PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES4 Introduction to Proposal 1 4 Who are the Trustee Nominees? 4 How are Nominees for Trustee Selected? The Proposed Sub-Advisory Agreement5 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 Board considerations in approving the Proposed Sub-Advisory Agreement 8 PROPOSAL 2: TO APPROVE A NEW INVESTMENT ADVISORYRequired vote 12 AGREEMENT9 Description of the Transaction 9 The New Investment Advisory Agreements 12 Additional Information about DMC VOTING INFORMATION14 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 INFORMATION24How will shareholder voting be handled? 25 14 How do I ensure my vote is accurately recorded? 25 14 May I revoke my proxy? 25 14 What other matters will be voted upon at the Meeting? 25 15 Who is entitled to vote? 25 15 What is the Quorum Requirement? requirement?25 15 Who will pay the expenses of the Meeting? 25 16 What other solicitations will be made? 25 16 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'sTrust’s proxy statement for a future shareholder meeting?16 statement and form of proxy for Trust's next annual meeting? 26 How may I communicate with the Boards? 27 17 MORE INFORMATION ABOUT THE FUNDS 17 PRINCIPAL HOLDERS OF SHARES 2719APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENTA-1APPENDIX B - TRUSTEES OF THE TRUSTSB-1APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTSC-1APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTERAPPENDIX A - FORM OF PROPOSED SUB-ADVISORY AGREEMENTD-1A-1APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEESAPPENDIX B - MEMBERS AND OFFICERS OF JACKSON SQUARE PARTNERS, LLCE-1B-1APPENDIX F — TRUSTEE COMPENSATIONF-1APPENDIX G – AUDITOR INFORMATIONG-11APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURESH-1APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTSI-1APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEESJ-1APPENDIX KC - FUNDS ADVISED BY DMC: FEES PAID TO DMC ANDAFFILIATESK-1APPENDIX L – TRUSTEES AND OFFICERS OF DMCL-1APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING ASOF JULY 31, 2009M-1APPENDIX N — 1% SHARE OWNERSHIPN-1APPENDIX O — 5% SHARE OWNERSHIPO-1C-12Dated September[21], 2009Group Limited-Term Government Funds Delaware Group Cash Reserve Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds I Delaware Group Tax-FreeSmid Cap Growth Fund, Delaware Group Equity Funds II Delaware Group Tax-Free Money Fund Delaware Group Equity Funds III Delaware Pooled®Trust1a series of Delaware Group Equity Funds IV Voyageur InsuredDelaware Group Equity Funds V Voyageur Intermediate Tax Free Funds Delaware Group Foundation®FundsVoyageur Mutual Funds Delaware Group Global & International Funds Voyageur Mutual Funds II Delaware Group GovernmentSelect Growth Fund, a series of Voyageur Mutual Funds III The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio and The Select 20 Portfolio, series of Delaware Pooled Trust Delaware VIP U.S. Growth Series and Delaware VIP Smid Cap Growth Series, series of Delaware VIP Trust IncomeFoundation FundsVoyageur Tax Free Funds ®
to be held on November 12, 2009:May 16, 2014: this proxy statement is available
at www. delawareinvestments.com. joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a Joint Special Meetingjoint special meeting of Shareholdersshareholders (the “Meeting”) of Delaware U.S. Growth Fund, Delaware Smid Cap Growth Fund, Delaware Focus Global Growth Fund, Delaware Select Growth Fund, The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio, The Select 20 Portfolio, Delaware VIP U.S. Growth Series, Delaware VIP Smid Cap Growth Series, Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund (each, a “Fund” and together, the registered open-end management investment companies listed above“Funds”), series of Delaware Group Adviser Funds, Delaware Group Equity Funds IV, Delaware Group Global and International Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and Delaware Group Foundation Funds® (each, a “Trust” and collectively,together, 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 funds within a Trust is referred to as a “Fund” and all of the Funds are collectively referred to as the “Funds.”. The Meeting was called by the Boards of Trustees of the Trusts (each, a “Board” and collectively,(the “Boards” or the “Boards”“Trustees”) to vote on the following proposals, eachapproval of which is described more fully below:a sub-advisory agreement for the Funds (the “Proposal”).ProposalWho 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. officesoffice of the Trusts areis located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach the officesoffice of the Trusts by telephone by calling (800) 523-1918.1-800-523-1918. 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.321st26th Floor, Philadelphia, Pennsylvania 19103, on November 12, 2009,May 16, 2014 at 3:00 p.m., Eastern time. Only Fund shareholders will be admitted to the Meeting. The Boards, on behalf of each Fund,the Funds, are soliciting these proxies. This Proxy Statement willis first bebeing sent to shareholders on or about September [21], 2009.[mail date]Trustees, the new advisoryproposed sub-advisory agreement and other matters that you should know before voting. The Board of each Trust has determined thatvoting on the joint use of this Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of all of the Funds.Fund’sFund’s annual report to shareholders is sent to shareholders of record following the Fund’sFund’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 Fundthe Funds by calling 800 523-19181-800-523-1918 or by writing to thea Fund at Attention: AccountShareholder 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 TRUSTEESIntroduction 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 “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 onEach Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the background and qualificationsFunds’ website at www.delawareinvestments.com.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 Boardeach Fund 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 Dasked 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 fromapprove an investment sub-advisory agreement (the “Proposed Sub-Advisory Agreement”) between Delaware Management Company, the Funds’ investment adviser (“DMC”), and other affiliatesJackson Square Partners, LLC (the “Sub-adviser”). The Sub-adviser will be a joint venture between Delaware Investments Advisers Partner, Inc., an affiliate of DMC (“DIAP” and principal service providers, as well as such other information aswith DMC, “Delaware Investments”), and California Street Partners, LLC, a California limited liability company. The Sub-adviser will be comprised of the Committee deemed relevant to their considerations. The Nominating and Corporate Governance Committee recommended the Trustee Nomineesportfolio managers currently responsible 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 shareholdersmanaging all or part of each Trust.5How Often DoFund (the “Focus Growth Team”). In connection with the Boards Meet and What Are the Trustees Paid? Each Board is responsible for establishing its Trust’s policies and for overseeing the managementlift out of the Trust. The Boards held six meetings duringFocus Growth Team into the 12-month period ended June 30, 2009. Each Trustee Nominee attended at least 75% ofSub-adviser, the aggregate total number of meetings of the Boards held during each Trust’s last fiscal year,Focus Growth Team will become owners 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,Sub-adviser, 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, 2009.6Nominating 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 recommendswill continue 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 advisoryprovide portfolio management 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, but will be available to answer any questions or if otherwise necessary.Audit Fees. Appendix G shows for each Trust the aggregate fees billed for each of the last two fiscal years for professional services rendered by 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.Audit-Related Fees.No Trust was billed during its last two fiscal years for assurance and related services rendered by E&Y that were reasonably related to the audit or review of the Trust’s financial statements but where such services were not reported under “Audit Fees” above. Appendix G shows for the last two fiscal years of each Trust the aggregate 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 such7services 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 services is compatible with maintaining E&Y’s independence. E&Y currently is analyzing whether its independence will be affected after the transaction described in Proposal 2 as a result of services provided by E&Y to Macquarie Group Limited and its affiliates.All Other Fees.There were no additional fees paid by any Trust or to the Funds’ investment adviser or other service providers under common control with the Funds’ investment adviser during such Trust’s last two fiscal years for products and services provided by E&Y, other than the services reported above.Pre-Approval Policies and Procedures. Each Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth in Appendix H to this Proxy Statement. All of the fees disclosed above were pre-approved pursuant to the Pre-Approval Policies and Procedures. The Audit Committee for each Trust did not approve anyProposed Sub-Advisory Agreement. Accordingly, the Funds’ Boards are seeking your approval of the services described above pursuant to thede minimisexceptions set forth in Rule 2-01(c)(7)(1)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.What is the Required Vote to Elect Trustees? Provided that “Quorum” requirements (as defined below in “Voting Information”) have been satisfied, the Trustee Nominees will be elected to the Board of each Trust by the affirmative vote of a plurality of votes cast collectively by shareholders of all of the Funds of such Trust. This means that the nine Trustee Nominees receiving the largest number of votes will be elected. For a Trust that is made up of more than one Fund, the votes of all the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.8PROPOSAL 2: TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT In Proposal 2, you are being asked to approve a new investment advisory agreement between your Fund and Delaware Management Company (“DMC”) (each, a “New Investment Advisory Agreement”). DMC currently serves as investment adviser for each Fund, but, for the reasons discussed below, a new investment advisory agreement will be required if the Transaction is completed. For a general description of the proposed New Investment Advisory Agreements and a general comparison of the proposed New Investment Advisory Agreements and the investment advisory agreements currently in effect for each Fund (each, a “Current Investment Advisory Agreement”), see “The New Investment Advisory Agreements” below. The form of the New Investment Advisory Agreements is included in Appendix I. The date of each Fund’s Current Investment Advisory Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided in Appendix J.New Investment Advisory Agreements because the Current Investment Advisory Agreements will terminate upon completionapproval of the Transaction, which is definedProposed Sub-Advisory Agreement in order to continue to capitalize on the skill 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 consummationexpertise of the Transaction will result in a change of control of DMC,Focus Growth Team. For the Funds (other than Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and thus,Delaware Foundation Conservative Allocation Fund), it is proposed that the assignment and automatic terminationsame members of the Current Investment Advisory Agreements. ShareholdersFocus Growth Team who have managed the Funds’ portfolios will continue to manage the entirety of the Funds’ portfolios in their new roles as portfolio managers at the Sub-adviser. It is also proposed that the Focus Growth Team will continue to manage certain sleeves of the portfolios of Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund in their new roles as portfolio managers of the Sub-adviser. The Focus Growth Team has managed all or part of each Fund are therefore being asked to approve a New Investment Advisorysince 2005, except in the case of the Delaware Smid Cap Growth Fund, which the Focus Growth Team has been managing since 2010.for their Fund. Each New Investment Advisory Agreement wouldwill not become effective only ifwith respect to each Fund unless it is approved by the shareholders of the applicable Fund and if the Transaction is completed. While the closing of the Transaction (the “Closing”) is currently expected to take place on or about December 31, 2009, if the Transaction is not completed or the Transaction Agreement (as hereinafter defined) is terminated, the New Investment Advisory Agreements will not go into effect and the Current Investment Advisory Agreements will continue in effect.Description of the Transaction Lincoln National Corporation (“LNC”) and its indirect, wholly-owned subsidiary, Lincoln National Investment Companies, Inc. (“LNIC”) entered into a definitive agreement (the “Transaction Agreement”), dated as of August 18, 2009, with Macquarie Bank Limited, whereby LNIC will sell all of the capital stock of Delaware Management Holdings, Inc. (“DMHI”) to Macquarie Bank Limited (the “Transaction”). Certain Fund service providers are subsidiaries of DMHI and will be included in the Transaction, including DMC, Delaware Service Company, Inc. (“DSC”), the fund accounting and financial administration oversight provider for the Funds, and Delaware Distributors, L.P. (“DDLP”), the principal underwriter for the Funds. DMHI and its various affiliates are sometimes referred to herein as “Delaware Investments.” Macquarie Group Limited and its various subsidiaries (including Macquarie Bank Limited) are referred to herein as “Macquarie Group.” The Transaction Agreement requires Macquarie Bank Limited to pay LNC approximately $428 million in cash at the Closing to acquire DMHI and its subsidiaries, such amount subject to certain specified closing adjustments9at and after the Closing. As noted above, the Closing is currently expected to take place on or about December 31, 2009. The Closing is subject to the satisfaction or waiver of customary closing conditions, including (i) annualized advisory fees payable to DMC by all clients that have consented to the assignment of their advisory agreements or approved a new advisory agreement (including the Trusts) not being less than 75% of annualized advisory fees payable to DMC as of April 30, 2009 and (ii) the parties obtaining certain domestic and international regulatory approvals (including expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended). DMC manages the assets of each Fund and makes each Fund’s investment decisions, subject to the supervision of the Board of each Trust. DMC is a series of Delaware Management Business Trust (“DMBT”), which is a subsidiary of DMHI. Delaware Investments is the marketing name for DMHI and its subsidiaries. DMC is located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Delaware Investments has been managing mutual funds since 1938. As of June 30, 2009, DMC and its affiliates managed, in the aggregate, more than $120 billion in assets in various institutional, separately managed, investment company, and insurance accounts. DMHI, a Delaware corporation formed in 1992, is a holding company that, through its subsidiaries and affiliates, provides investment advisory, asset management, administrative, broker-dealer, and related products and services. DMHI’s asset management capabilities include the ability to manage equity, fixed income, and money market securities, which are offered through vehicles such as mutual funds, closed-end funds, privately managed accounts, and institutional separate accounts. DMHI is a subsidiary of, and subject to ultimate majority control of, LNC, which is a publicly traded corporation. LNC is a diversified organization with operations in many aspects of the financial services industry, including insurance and investment management. LNIC is an Indiana corporation and an indirect, wholly owned subsidiary of LNC. LNIC owns 100% of the issued and outstanding common stock of DMHI. After the Transaction, DMHI will be an indirect wholly owned subsidiary of Macquarie Group Limited. Macquarie Group is a global provider of banking, financial, advisory, investment and fund management services. Macquarie Group Limited, No. 1 Martin Place, Sydney, New South Wales 2000, Australia, is listed on the Australian Securities Exchange (ASX:MQG) and is regulated by the Australian Prudential Regulation Authority, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Founded in 1969, Macquarie Group now operates in more than 70 office locations in over 26 countries. Macquarie Group employed approximately 12,500 people and had assets under management of $190 billion as of July 31, 2009. Macquarie Group has been active in North America for over a decade. Macquarie Group currently has more than 1,900 professionals in offices in 25 North American locations. Macquarie Funds Group, the asset management arm of Macquarie Group, is a full service global fund manager with over 25 years’ experience and offers a range of investments for retail and institutional investors across a variety of asset classes including fixed income, cash, currencies, equities, commodities, emerging markets, listed infrastructure and listed real estate as well as private equity and hedge fund of funds. Macquarie Funds Group employs over 600 staff across 19 locations globally with assets under management of approximately $67 billion as of July 31, 2009. More information on Macquarie Group’s operations is available at www.macquarie.com.au and at www.macquarie.com/us.10Australian Banking Regulations require the following disclaimer to be made:Investments in the Funds are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies including their subsidiaries or related companies, and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of any Fund, the repayment of capital from any Fund, or any particular rate of return. The Transaction is part of Macquarie Group’s strategy to develop a global asset management capability through building a highly regarded team of investment professionals, offering an attractive suite of investment products and gaining broader access to markets in the United States. Macquarie Group values DMC’s focus on the advisory segment of the U.S. market, its significant investment management capabilities, and its experienced management team. The Transaction is not expected to result in a change in the persons responsible for the day-to-day management of the Funds or in the operation of the Funds. It is currently anticipated that following the closing of the Transaction, DMHI, DMC, DDLP, and DSC will continue to operate, and the Funds will continue to operate, and the Delaware brand will remain with the business. Upon completion of the Transaction, the combined assets under management of Macquarie Group and DMHI and their affiliates are expected to be over $300 billion. After the Transaction, DMHI and its subsidiaries (including DMC) will remain headquartered in Philadelphia. Investment management professionals serving DMC’s clients are not expected to change as a result of the Transaction. Clients of DMC may be offered opportunities to invest in new products with access to Macquarie Group’s investment strategies, notably in real assets, global fixed income securities, and alternative investments. Macquarie Group clients across its global network may be offered investment products involving Delaware’s investment strategies, in structures designed specifically for them. Macquarie Group also currently anticipates providing additional funding to support the growth of DMC and its affiliates, for example through potential investment in operations and distribution and a commitment to expanding its multi-boutique approach. In anticipation of the Transaction, the Boards have had a number of telephonic and in-person meetings and met both formally and in informational sessions between April 16, 2009, and September 3, 2009, for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a New Investment Advisory Agreement. The 1940 Act requires that each Fund’s New Investment Advisory Agreement be approved by the Fund’s shareholders in order to become effective. At the in-person meetings held on September 3, 2009, and for the reasons discussed below (see “Board Considerations in Approving the New Investment Advisory Agreements” below), each Board, including a majority of its Independent Trustees, approved the New Investment Advisory Agreements as being in the best interests of the Funds and their shareholders and recommended their approval by shareholders.Fund. In the event that the shareholders of a Fund do not approve a New Investment Advisorythe Proposed Sub-Advisory Agreement, the applicable Fund’s Board will take such action asthat it deems to be in the best interests of the Fund and its shareholders, including entering intoshareholders.interim advisory agreement withaffiliate of DMC (“DIAS”), to serve as the Funds’ sub-adviser pursuant to Rule 15a-4a sub-advisory agreement (the “Current Sub-Advisory Agreement”). Subject to the supervision of DMC and the Funds’ Boards, DIAS directs the investment of the 1940 Act.11New Investment Advisory Agreements Each Fund’s New Investment Advisoryterms of the Current Sub-Advisory Agreement will beare substantially similar to the Proposed Sub-Advisory agreement.Current Investment Advisory Agreement. Appendix I includes a formregistration with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser in March 2014. After the SEC declared DIAS’s registration effective,New Investment Advisory Agreement. A discussionFocus Growth Team became officers of the basis forDIAS. DIAS is a Board’s approvalwholly owned subsidiary of each Fund’s Current Investment Advisory AgreementDelaware Investments Fund Advisers (“DIFA”). DIFA and DMC are both series of Delaware Management Business Trust, a Delaware statutory trust (“DMBT”). DMBT is availablea direct wholly owned subsidiary of DMHI, which, 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,turn, is an indirect, wholly owned subsidiary, and the rates the Funds pay for fund administrative services. Exhibit A to Appendix I discloses the rate of compensation of DMC under both the Current Investment Advisory Agreement and the New Investment Advisory Agreement. Appendix K describes for each Fund the aggregate amount of DMC’s fee and the amount and purpose of any other material payments to DMC (including any affiliated person of DMC) for services provided to each Fund during the last fiscal year of the Fund. These services will continue to be provided if the New Investment Advisory Agreements are approved. DMC provides investment advisory services to certain other funds that have investment objectives and policies similar to those of the Funds. Appendix K lists such other mutual funds advised by DMC, the net assets of those funds, and the management fee schedule pursuant to which DMC received advisory fees from those funds during the fiscal years ended on the dates noted.Fees.There will be no change in the fee schedule applicable to any Fund under its New Investment Advisory Agreement. All currently effective contractual fee waivers or reimbursements will remain in place after the Transaction until the end of their respective terms, and Macquarie Group has no present intention to cause DMC to alter any voluntary expense waivers or reimbursements currently in effect for the Funds.Investment Advisory Services.Each New Investment Advisory Agreement requires DMC to provide the same services to the applicable Funds as it does under the corresponding Current Investment Advisory Agreement. Each Fund’s New Investment Advisory Agreement generally provides that, subject to the direction andultimate control, of the Fund’s Board, DMC shall (i) regularly make decisions as to what securities and other instruments to purchase and sell on behalf of the Fund; (ii) effect the purchase and sale of those investments in furtherance of the Fund’s objectives and policies; and (iii) furnish the Board with information and reports regarding the Fund’s investments as DMC deems appropriate or as the Board may reasonably request. Subject to the primary objective of obtaining best execution, DMC may place orders for the purchase and sale of portfolio securities and other instruments with broker/dealers that provide statistical, factual, or financial information and services to a Fund, to DMC, or to other clients of DMC. Both the Current and New Investment Advisory Agreement for each Fund provide that the services of DMC are not exclusive to the Fund, and DMC and its affiliates may render services to others. The New Investment Advisory Agreements provide that DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for the Fund. DMC may terminate a12sub-adviser in its sole discretion at any time to the extent permitted by applicable law. A similar provision is included in the Current Investment Advisory Agreements.Fund Administration Services.DMC and Macquarie Group have advised the Boards that they anticipateLtd. (“Macquarie”), which is located at No. 1 Martin Place, Sydney, New South Wales 2000, Australia. DMC, DMBT, DIAP, DIAS, DIFA, and intend that the natureDMHI are located at 2005 Market Street, Philadelphia, Pennsylvania 19103. Macquarie is a global provider of banking, financial, advisory, investment 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 asfunds management services.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 administrativejoint venture 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;Focus Growth Team under which 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 TrusteesFocus Growth Team will become owners 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,Sub-adviser and will continue in effect from year to year if its continuance is specifically approved at least annually by both (i)provide portfolio management services to the vote of a majority ofFunds pursuant to 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 of13the 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 AdvisoryProposed Sub-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 “Transaction”). The Current Investment Advisory Agreements contain similar termination provisions.Proxy Voting.Each Fund’s New Investment Advisory Agreement provides explicitly that DMC shall be responsible for voting proxies of portfolio securities of each Fund, a service currently provided by DMC but not provided for explicitly in the Current Investment Advisory Agreement.Amendments.To incorporate explicitly the requirements of the 1940 Act, each Fund’s New Investment Advisory Agreement provides that it may not be amended without a shareholder vote and a vote of the Independent Trustees, but that it may be amended without shareholder approval if the amendment relates solely to a change for which applicable laws and regulations do not require shareholder approval. Each Fund’s Current Investment Advisory Agreement does not contain a similar provision.Other Changes.Each Fund’s New Investment Advisory Agreement conforms the Current Investment Advisory Agreement with currently applicable laws and regulations and includes a number of minor wording changes that clarify non-material ambiguities in the Current Investment Advisory Agreement.Additional Information about DMC Appendix L provides the name, address and principal occupation of each executive officer and each trustee of DMC, and each individual who is an officer or Trustee of the Trusts and who is also an officer, employee or shareholder of DMC. The following Trustee Nominee and executive officers of the Trusts may receive a portion of the consideration described above as a result of the accelerated vesting of equity interests (the “Equity Interests”) in Delaware14Investments 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 followingUpon the closing of the Transaction. The holdersTransaction, which is expected to occur on or about April 30, 2014, the Focus Growth Team will be the majority owner 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,Sub-adviser and the dollar value of the Equity InterestsDIAP will be ascertainedthe minority owner. The Sub-adviser is a California limited liability company located at the time of the put or call, as the case may be. Certain other officers of DMC who are also officers of the Trusts own or hold vested or unvested stock or options on stock of LNC.Board Considerations in Approving the New Investment Advisory Agreements At an in-person meeting held on September 3, 2009, the Boards, including the Independent Trustees, discussed101 California Street, San Francisco, CA 94111. The Sub-adviser will provide investment management services to mutual funds, high net worth individuals, and unanimously approved the New Investment Advisory Agreement between each Fund and DMC. Concluding that approval of the New Investment Advisory Agreement would be in the best interests of each Fund and its shareholders, the Boards also directed that each New Investment Advisory Agreement be submitted to the applicable Fund shareholders for approval, and recommended that shareholders vote “FOR” approval of each New Investment Advisory Agreement. Prior to their approval of the New Investment Advisory Agreement between each Fund and DMC, pursuant to letters from their independent legal counsel addressed to Macquarie Group and DMC, the Trustees requested extensive materials about the Transaction and matters related to the proposed approvals. To assist the Boards in considering the New Investment Advisory Agreements, Macquarie Group provided materials and information about Macquarie Group, including detailed written responses to the questions posed to it by the Independent Trustees. DMC also provided materials andinstitutional investors. More 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 BoardSub-advisers’ members also inquired about the plans for, and anticipated roles and responsibilities of, key employees and officers of DMHI and DMCis contained 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 Appendix B. with respect to theFunds, including maintaining Board composition of at least 75% of the Board membersqualifying as Independent Trustees and not imposing any “unfair burden” on the Fundsfor at least two years from the Closing. In addition to the information provided by DMC and Macquarie Group as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the New Advisory Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, for each Fund, the Trustees determined that the overall arrangements between the Fund and DMC, as provided in the New Advisory Agreements, including the proposed advisory fee and the related administration arrangements between the Funds and DMC, were fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the Trustees considered relevant. Factors evaluated included:The potential for expanding distribution of Fund shares through access to MacquarieGroup’s existing distribution channels as well as the strengthening of DelawareInvestments’ distribution capabilities through the acquisition of an exclusive wholesalingsales force from LNC.The reputation, financial strength, and resources of Macquarie Group as well as itshistoric and ongoing commitment to the asset management business in Australia as wellas other parts of the world.The terms and conditions of the New Investment Advisory Agreements, including thateach Fund’s total fees will not increase as a result of the New Investment AdvisoryAgreements, but rather will remain the same. (See “The New Investment AdvisoryAgreements” above).16At its in-person meeting in May 2009, each Board had performed a full annual review of,or initially approved, the Current Investment Advisory Agreement as required by the1940 Act and determined that DMC has the capabilities, resources, and personnelnecessary to provide the advisory and administrative services currently provided to eachFund. Each Board also determined that the advisory and/or management fees paid byeach Fund, taking into account any applicable fee waivers and breakpoints, representreasonable compensation to DMC in light of the services provided, the costs to DMC ofproviding those services, economies of scale, and the fees and other expenses paid bysimilar funds (including information provided by Lipper Inc. (“Lipper”, an independentstatistical compilation organization) and such other matters that the Boards consideredrelevant in the exercise of their reasonable judgment.The portfolio management teams for the Funds would not change as a result of theTransaction.LNC and Macquarie Group executed an agreement with the Trusts pursuant towhich LNC and Macquarie Group have agreed to pay all expenses of the Funds inconnection with the Boards’ consideration of the Transaction, the New InvestmentAdvisory Agreements and related agreements, and all costs related to this proxysolicitation. The agreement also provides for indemnification by LNC or Macquarie Group, as applicable, of the Funds and the Trustees for any losses arising from claims that certain information provided by LNC or Macquarie Group for this Proxy Statement is untrue or misleading. As a result, the Funds will bear no costs in evaluating the Transaction orseeking or obtaining shareholder approval of the New Investment Advisory Agreements.The likelihood that Macquarie Group would invest in DMC, resulting in potentialbenefits to the Funds and the shareholders, including the possibility of increased assetsunder management which would allow some Funds the potential opportunity to achieve economies ofscale and lower fees.The compliance and regulatory history of Macquarie Group and its affiliates. Certain of these considerations are discussed in more detail below. In making its decision relating to the approval of each Fund’s New Investment Advisory Agreement, the Independent Trustees gave attention to all information furnished, however, the following discussion identifies the primary factors taken into account by the Trustees in approving the New Investment Advisory Agreements.Nature, Extent, and Quality of Service. The Trustees considered the services historically provided by DMC to the Funds and their shareholders. In reviewing the nature, extent, and quality of services, the Boards considered that the New Investment Advisory Agreements will be substantially similar to the Current Investment Advisory Agreements (as discussed under "The New Investment Advisory Agreements"), and therefore, considered the many reports furnished to them throughout the 2008 and 2009 at regular Board meetings covering matters such as the relative performance of the Funds; compliance of portfolio managers with the investment policies, strategies, and restrictions for the Funds; the compliance of management personnel with the Code of Ethics adopted throughout the Delaware Investments®Family of Funds complex; and the adherence to fair value pricing procedures as established by the Boards. The Trustees were pleased with the current staffing of DMC and the emphasis placed on research17and risk management in the investment process. Favorable consideration was given to DMC’s efforts to maintain expenditures and, in some instances, increase financial and human resources committed to Fund matters. The Boards also considered the transfer agent and shareholder services that would continue to be provided to Fund shareholders by DMC’s affiliate, Delaware Service Company, Inc. (“DSC”). The Board routinely reviews and has been impressed by DSC’s performance. The Trustees noted, in particular, DSC’s commitment to maintain a high level of service as well as DMC’s expenditures to improve the delivery of shareholder services. The Boards were assured that shareholders would continue to receive the benefits provided to Fund shareholders by being part of the Delaware Investments Family of Funds, including each shareholder’s ability to exchange an investment in one Delaware Investments Fund for the same class of shares in another Delaware Investments Fund without a sales charge, to reinvest Fund dividends into additional shares of any of the Funds, and the privilege to combine holdings in other Funds to obtain a reduced sales charge. For the foregoing reasons, the Boards were satisfied with the nature, extent, and quality of the overall services provided by DMC.Investment Performance.The Trustees considered the overall investment performance of DMC and the Funds. The Trustees placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. Although the Trustees give appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to the approval of the Current Investment Advisory Agreements at the in-person meeting in May 2009. At that meeting, the Trustees reviewed Lipper reports prepared for each Fund showing the investment performance in comparison to a group of funds selected by Lipper as being similar to such Fund (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest, ranked last. The highest/best performing 25% of funds in the Performance Universe make up the first quartile; the next 25% make up the second quartile; the next 25% make up the third quartile; and the poorest/worst performing 25% of funds in the Performance Universe make up the fourth quartile. Comparative annualized performance for each Fund was shown for the past 1-, 3 , 5-, and 10-year periods. The Boards’ objective was that each Fund’s performance for the periods considered be at or above the median of its Performance Universe. During the May 2009 agreement review process, the Trustees observed the significant improvements to relative investment performance of the funds in the Delaware Investments Family of Funds compared to the information presented at the May 2008 meeting. At their meeting on September 3, 2009, the Trustees examined the investment performance of all of the funds in the Delaware Investments Family of Funds and compared the performance of each fund in the Delaware Investments Family of Funds relative to that of its respective peer group for the 1-, 3 , 5-, and 10-year periods ended June 30, 2009 against the corresponding relative investment performance of the Funds for such time periods ended December 31, 2008. As of June 30, 2009, 29 of the funds in the Delaware Investments Family of Funds had investment performance relative to that of the respective peer groups that was as good as or better than the corresponding relative investment performance at December 31, 2008 for all four time periods. At June 30, 2009, an additional 9 funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was better than the corresponding relative investment performance at December 31, 2008 for three of the four time periods. At June 30, 2009, 19 additional funds in the Delaware Investments Family of Funds had investment performance relative to that of their respective peer group that was approximately the same as that of the corresponding relative performance at December 31, 2008 and only 22 funds in the Delaware Investments Family of Funds had poorer relative investment performance at June 30, 2009 compared to that at December 31, 2008. The Trustees, therefore, concluded that investment performance of the funds in the Delaware Investments Family of Funds on an aggregate basis had continued to improve relative to their respective peer groups since the data reviewed at the May 2009 meeting. The Trustees also noted that the proposed continuity of DMC’s operations after the Transaction would be expected to mitigate any adverse impact on Fund performance arising from the Transaction.Comparative Expenses. The Trustees also evaluated expense comparison data for the Delaware Investments®Family of Funds previously considered in May 2009. At that meeting, DMC had provided the Boards with information on pricing levels and fee structures for the Funds and comparative funds. The Trustees focused on the comparative analysis of the effective management fees and total expense ratios of each Fund versus the effective management fees and expense ratios of a group of funds selected by Lipper as being similar to each Fund (the “Expense Group”). In reviewing comparative costs, each Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the18contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) of other funds within the Expense Group, taking into account any applicable breakpoints and fee waivers. Each Fund’s total expenses were also compared with those of its Expense Group. The Trustees also considered fees paid to Delaware Investments for non-management services. The Trustees' objective was for each Fund’s total expense ratio to be competitive with that of the Expense Group. At the September 3, 2009 meeting, the Boards noted that the more recent comparative expenses for the Funds remained consistent with the previous review in May 2009. The Boards were assured that there was no current intention to change DMC’s existing voluntary expense waivers and reimbursement policy as a result of the Transaction, and that, consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the closing of the Transaction.Management Profitability. The Boards once again considered the level of profits realized by DMC in connection with the operation of the Funds. The Boards previously considered the level of profits realized by DMC in connection with the operation of the Funds at their May 2009 meeting. At that meeting, the Boards reviewed the Investment Management Profitability Analysis addressing the overall profitability of Delaware Investments’ business in providing management and other services to each of the Funds and the Delaware Investments Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability.At the May 2009 meeting, representatives of DMC had stated that the level of profits of DMC, to a certain extent, reflect operational cost savings and efficiencies initiated by Delaware Investments (including DMC and its affiliates that provide services to the Funds). The Boards considered Delaware Investments’ efforts to improve services provided to Fund shareholders, to meet additional regulatory and compliance requirements resulting from recent industry-wide SEC initiatives and the extent to which Delaware Investments might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments Family of Funds and the benefits from allocation of Fund brokerage to improve trading efficiencies. The Boards found that the management fees were reasonable in light of the services rendered and the level of profitability of DMC. At the September 3, 2009 meeting, DMC advised the Boards that DMC did not expect the Transaction to affect materially the profitability of Delaware Investments compared to the level of profitability considered during the May 2009 review. The Boards also noted Macquarie Group’s commitment to maintain sufficient capitalization of DMC and Delaware Investments to continue the same level and quality of services to the Funds.Economies of Scale. The Trustees considered whether economies of scale would be realized by Delaware Investments as each Fund’s assets increase and the extent to which any economies of scale would be reflected in the management fees charged. The Trustees took into account DMC's practice of maintaining the competitive nature of management fees based on its benchmarking analysis for the Funds. Management believed, and the Boards agreed, that the Funds were priced with relatively low management fees to reflect potential economies of scale up front. The Boards also acknowledged Macquarie Group’s statement that the Transaction would not by itself immediately provide additional economies of scale given Macquarie Group’s limited presence in the U.S. mutual fund market. Nonetheless, the Trustees believed that additional economies of scale could potentially be achieved in the future if DMC were owned19by 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,20including 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.21Required 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 OFEACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THEAPPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.Section 15(f) of the 1940 Actthata non-exclusive safe-harbor whereby an owner (such as LNC and LNIC)DMBT) of an investment adviser (such as DMC) to an investment company (such as a Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser only if two conditions are satisfied. The first condition is that during the three-year period following the transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Each Fund’s Board currently meets this test and is expected to do so after the Transaction is completed. Second, no “unfair burden” can be imposed on the investment company as a result of the transaction. An “unfair burden” includes any arrangement during the two-year period after the transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). Macquarie GroupDMBT has agreed underas part of the Transaction Agreement that, following the Closing, to the extent within its control, it will not take or fail to take (or(and will not cause its affiliates to take or fail to take) any action, thatif such action or failure to take action would have the effect, directly or indirectly, of causing the requirements of Section 15(f) of the 1940 Act not to be met inwith respect ofto the Transaction. In that regard, from and after the Closing date and to the extent within its control, the Macquarie GroupDMBT has agreed to conduct its business (and to cause each of its affiliates to conduct its business) so as to assure that the two aforementioned conditions are satisfied.22More InformationEach Board approved the Proposed Sub-Advisory Agreement with respect to its respective Fund at an in-person meeting on February 18-20, 2014. A copy of the Proposed Sub-Advisory Agreement is contained in Appendix A.FUND SUB-ADVISORY FEE Delaware U.S. Growth Fund Delaware Smid Cap Growth Fund FUND SUB-ADVISORY FEE Delaware Select Growth Fund · They expected that there will be no adverse changes in the nature, quality, or extent of services currently provided to the Funds and their shareholders; · The Transaction will not affect the level of expenses currently in effect for the Funds; · The terms and conditions of the Proposed Sub-Advisory Agreement, including the Funds’ contractual fee rate under the Proposed Sub-Advisory Agreement, will remain the same. For the services it provides, the Sub-adviser will receive a fee from DMC, not from the Funds (see “The Proposed Sub-Advisory Agreement” above); and · No entity or person will receive any compensation in connection with the approval of the Proposed Sub-Advisory Agreement (other than the sub-advisory fees provided for in the Proposed Sub-Advisory Agreement). Transfer AgencyIn addition, the Trustees considered that in connection with the Transaction, DIAP and the Sub-adviser would enter into a transition services agreement. Under the terms of this agreement, DMC and certain of its affiliates would provide compliance and other administrative support to the Sub-adviser for an 18-month period following the close of the Transaction.Fund Number of Common Shares Outstanding Delaware U.S. Growth Fund [ ] Delaware Smid Cap Growth Fund [ ] Delaware Focus Global Growth Fund [ ] Delaware Select Growth Fund [ ] The Large-Cap Growth Equity Portfolio [ ] The Focus Smid-Cap Growth Equity Portfolio [ ] The Select 20 Portfolio [ ] Delaware VIP U.S. Growth Series [ ] Delaware VIP Smid Cap Growth Series [ ] [ ] [ ] [ ] DSC, DMC, 2005 Market Street, Philadelphia, Pennsylvania 19103, a series of DMBT, manages the assets of the Funds and makes the Funds’ investment decisions, subject to the supervision of the Boards. Pursuant to its investment advisory agreement with the Trusts, 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 Funds. DMC may terminate a sub-adviser in its sole discretion at any time to the extent permitted by applicable law. For its investment advisory services to the Funds, DMC is paid as follows:Portfolio Name Annual Rate Delaware Smid Cap Growth Fund 0.71% Delaware Focus Global Growth Fund 0.85% The Large-Cap Growth Equity Portfolio 0.55% The Focus Smid-Cap Growth Equity Portfolio 0.75% The Select 20 Portfolio 0.75% Delaware VIP Smid Cap Growth Series 0.75% actsis located at 2005 Market Street, Philadelphia, Pennsylvania 19103-7094, and serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent for the Funds. For its shareholder servicing, dividend disbursing services, and transfer agency services,pursuant to a Shareholder Services Agreement. DSC is paid an annual per account charge of $11.00 for each open account and $6.50 for each closed account on its records and each account held on a sub-accounting system maintained by firms that hold accounts on an omnibus basis. These charges are assessed monthly on a pro rata basis and determined by using the number of shareholder and retirement accounts maintained as of the last calendar day of each month. Compensation is fixed each year and approvedfee by each Board, including a majorityFund for providing these services, consisting of the Independent Trustees.an asset-based fee and certain out-of-pocket expenses.DST Systems,BNY Mellon Investment Servicing (US) Inc. (“DST”BNYMIS”), 430 W. 7thStreet, Kansas City, Missouri 64105, provides subtransfersub-transfer agency services to the Funds.Fund. In connection with these services, DSTBNYMIS administers the overnight investment of cash pending investment in the Fund or payment of redemptions. The proceeds of this investment program are used to offset the Fund’s transfer agency expenses.AccountantsAccountant. The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, New York 10286-0001, provides custody, fund accounting and financial administration services to each Fund.the Funds. Those services include performing functions related to calculating each Fund’s net asset value (“NAV”) and providing financial reporting information, regulatory compliance testing, and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.Fund’sFunds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DSC for the services described above are allocated among all funds in the Delaware Investments®Family of Funds on a relative NAV basis.Distribution ServicesDistributionServices. Pursuant to underwriting agreements relating to each ofa distribution agreement with the Funds, DDLP,Trusts, Delaware Distributors, L.P. (“DDLP”), 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for the Funds. DDLP pays the expenses of the promotion and distribution of the Funds’ shares, except for payments by the Funds on behalf of Class A Shares, Class B Shares, Class C, and Class R Shares, as applicable under their respective 12b-1 Plans. DDLP also receives sales loads in connection with the purchase and redemption of certain classes of shares. DDLP is an indirect subsidiary of DMHI and is an affiliate of DMC. Following the Transaction, DDLP will be primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. This function is currently provided by Lincoln Financial Distributors, Inc. (“LFD”), 130 N. Radnor-23Chester Road, Radnor, PA 19087-5221, pursuant The Boards annually review fees paid to a contractual arrangement with DDLP. LFD is owned by LNC and is an affiliate of DDLP and DMC. No Fund paidFund’sFunds’ most recently completed fiscal year.VOTING INFORMATIONHow will shareholder voting be handled? Only shareholders of record of the Funds at the close of business on September 2009 (the “Record Date”), will be entitled to notice of and to vote at the Meeting on the matters described in this Proxy Statement. Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. If sufficient votes to approve a Proposal for a Fund are not received by the date of the Meeting, the Meeting may be adjourned for that Fund or for that Proposal to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy cards will vote their proxies in 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 generally occurs only when there is another matter at the meeting for which the brokers or nominees do have discretionary authority to vote, such as Proposal 1.How do I ensure my vote is accurately recorded? You may attend the Meeting and vote in person. You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you sign and date the proxy card but give no voting instructions, your shares will be voted in favor of all the Trustee Nominees in Proposal 1 and “For” Proposal 2. Your proxies will also be voted in accordance with the recommendations of Management on any matters that properly come before the Meeting or any adjournment of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting. If your shares are held of record by 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.24May 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 a particular Fund means one-third (33 1/3%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.Who will pay the expenses of the Meeting? Any out-of-pocket costs and expenses incurred by the Funds related to the Meeting, including the costs of preparing proxy solicitation materials and soliciting proxies in connection with the Meeting, will not be borne by the Funds. Macquarie Group and LNC have agreed to bear any such costs and expenses equally as provided in the Transaction Agreement. The Funds have engaged Computershare Fund Services, Inc. (“Computershare”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $750,000. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. The agreement with Computershare provides that Computershare shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.What other solicitations will be made? This proxy solicitation is being made by the 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 incurred25in 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, you may receive a telephone call from a representative of Computershare if your votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information elicited matches the information previously provided to Computershare, then the Computershare representative has the responsibility to explain the voting process, read the Proposals listed on the proxy card, and ask for the shareholder’s instructions on the Proposals. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Computershare will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation.Why did my household receive only one copy of this Proxy Statement? Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address (a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record. If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker-dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to P.O. Box 219691, Kansas City, MO 64121-9691, by overnight courier service to 430 W. 7th Street, Kansas City, MO 64105, or by calling toll-free 1-800-523-1918.How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement and form of proxy for a Trust’s next annual meeting? The governing instruments of the Trusts 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 requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies,26objectives 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 be called by a majority of the Trustees, the Chairperson of the Board, the President of the Trust, or on the written request of a specified percentage of the outstanding shares of a Trust (or of a particular Fund if the meeting relates solely 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 the U.S. Securities and Exchange Commission, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by that Fund a reasonable period of time before the Board’s solicitation relating to such meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Fund, David F. Connor, at the address of the Funds given above.How may I communicate with the Boards? Shareholders who wish to communicate to the 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 promptly forward all such correspondence to the intended recipient(s).July 31, 2009,Record Date, the officers and Trustees of the Trusts,each Trust, as a group, owned less than 1% of the outstanding voting shares of any Fund or class thereof, except as noted in Appendix N.July 31, 2009,Record Date, no person, except as set forth in Appendix O,C, owned of record 5% or more of the outstanding shares of any class of anya Fund. Except as noted in Appendix O,C, the Trusts have no knowledge of beneficial ownership.27APPENDICES TOPROXY STATEMENTAPPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENTAPPENDIX B - TRUSTEES OF THE TRUSTSAPPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTSAPPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTERAPPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEESAPPENDIX F — TRUSTEE COMPENSATIONAPPENDIX G – AUDITOR INFORMATIONAPPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURESAPPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTSAPPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEESAPPENDIX K - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATESAPPENDIX L – TRUSTEES AND OFFICERS OF DMCAPPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDING AS OF JULY 31, 2009APPENDIX N — 1% SHARE OWNERSHIPAPPENDIX O —ownership of 5% SHARE OWNERSHIP28APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENTTrustFundsDelaware Group Adviser FundsDelaware Diversified Income Fund Delaware U.S. Growth Fund Delaware Group Cash ReserveDelaware Cash Reserve Fund Delaware Group Equity Funds IDelaware Mid Cap Value Fund Delaware Group Equity Funds IIDelaware Large Cap Value Fund Delaware Value®FundDelaware Group Equity Funds IIIDelaware American Services Fund Delaware Small Cap Growth Fund Delaware Trend®FundDelaware Group Equity Funds IVDelaware Global Real Estate Securities Fund Delaware Growth Opportunities Fund Delaware Healthcare Fund Delaware Group Equity Funds VDelaware Dividend Income Fund Delaware Small Cap Core Fund Delaware Small Cap Value Fund Delaware Group Foundation FundsDelaware Foundation Equity Fund Delaware Aggressive Allocation Portfolio1Delaware Conservative Allocation Portfolio2Delaware Moderate Allocation Portfolio3Delaware Group Global & International FundsDelaware Emerging Markets Fund Delaware Focus Global Growth Fund Delaware Global Value Fund Delaware International Value Equity Fund Delaware Group Government FundDelaware Core Plus Bond Fund Delaware Inflation Protected Bond Fund Delaware Group Income FundsDelaware Corporate Bond Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Group Limited-Term Government FundsDelaware Limited-Term Diversified Income Fund Delaware Group State Tax-Free Income TrustDelaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free FundDelaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money FundDelaware Tax-Free Money Fund Delaware Pooled®TrustDelaware REIT Fund (also known as The Real Estate Investment Trust Portfolio) Voyageur Insured FundsDelaware Tax-Free Arizona Fund Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund Voyageur Mutual FundsDelaware Minnesota High-Yield Municipal Bond Fund Delaware National High-Yield Municipal Bond Fund Delaware Tax-Free California Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free New York Fund Voyageur Mutual Funds IIDelaware Tax-Free Colorado Fund Voyageur Mutual Funds IIIDelaware Large Cap Core Fund Delaware Select Growth Fund Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund 1 On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund.2 On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.3 On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.A-1APPENDIX B - TRUSTEES OF THE TRUSTSNumber of PortfoliosName, Address, andPosition(s) HeldLength of TimePrincipal Occupation(s) Duringin Fund ComplexOther DirectorshipsBirth Datewith the TrustsServedPast 5 YearsOverseen by TrusteeHeld by TrusteeInterested TrusteePatrick P. Coyne1Chairman, 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.2April 1963 President and Chief Executive Officer since August 1, 2006 Number of PortfoliosName, Address, andPosition(s) HeldLength of TimePrincipal Occupation(s) Duringin Fund ComplexOther DirectorshipsBirth Datewith the TrustsServedPast 5 YearsOverseen by TrusteeHeld by TrusteeIndependent TrusteesThomas L. BennettTrustee Since March Private Investor — 81 Director — Bryn 2005 Market Street 2005 (March 2004 – Present) Mawr Bank Corp. Philadelphia, PA (BMTC) 19103 Investment Manager — (April 2007 – Morgan Stanley & Co. Present) October 1947 (January 1984 – March 2004) B-1John A. FryTrustee 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. KnerrTrustee 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. LandrethTrustee Since March Chief Investment Officer — 81 None 2005 Market Street 2005 Assurant, Inc. Philadelphia, PA (Insurance) 19103 (2002 – 2004) June 1947 Ann R. LevenCoordinating 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. MadisonTrustee Since May President and Chief Executive 81 Director and Chair 2005 Market Street 19973Officer — MLM Partners, Inc. of Compensation Philadelphia, PA (Small Business Investing & Committee, 19103 Consulting) Governance (January 1993 – Present) Committee Member February 1936 — CenterPoint Energy Lead Director and Chair of Audit and Governance Committees, Member of Compensation Committee — Digital River Inc. Director and Chair of Governance Committee, Audit Committee Member — Rimage Corporation Director and Chair of Compensation Committee — Spanlink Communications Lead Director and Member Compensation and Governance Committees – Valmont Industries, Inc. B-2Janet L. YeomansTrustee 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 ZecherTrustee 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) 1Mr. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC.2Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including DMC, the Funds’ principal underwriter, and the Funds’ transfer agent.3In 1997, several funds managed by Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into the Delaware Investments®Family of Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 until 1997.B-3APPENDIX C – PRINCIPAL OFFICERS OF THE TRUSTS Number of Portfolios Name, Address, and Position(s) Held Length of Principal Occupation(s) During in Fund Complex Other Directorships Birth Date with the Trusts Time Served Past 5 Years Overseen by Officer Held by Officer Patrick P. Coyne Chairman, Chairman and Patrick P. Coyne has served in 81 Director — Kaydon 2005 Market Street President, Chief Trustee since various executive capacities at Corp. Philadelphia, PA Executive Officer, August 16, different times at Delaware 19103 and Trustee 2006 Investments.1 April 1963 President and Chief Executive Officer since August 1, 2006 David F. Connor Vice President, Vice President David F. Connor has served as 81 None2 2005 Market Street Deputy General since Vice President and Deputy Philadelphia, PA Counsel, and September General Counsel at Delaware 19103 Secretary 2000 and Investments since 2000. Secretary since December 1963 October 2005 Daniel V. Geatens Vice President and Treasurer since Daniel V. Geatens has served in 81 None2 2005 Market Street Treasurer October 2007 various capacities at different Philadelphia, PA times at Delaware Investments. 19103 October 1972 David P. O’Connor Senior Vice Senior Vice David P. O’Connor has served in 81 None2 2005 Market Street President, General President, various executive and legal Philadelphia, PA Counsel, and Chief General capacities at different times at 19103 Legal Officer Counsel, and Delaware Investments. Chief Legal February 1966 Officer since October 2005 Richard Salus Senior Vice Chief Financial Richard Salus has served in 81 None2 2005 Market Street President and Officer since various executive capacities at Philadelphia, PA Chief Financial November different times at Delaware 19103 Officer 2006 Investments. October 1963 C-11Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including DMC, the Funds’ principal underwriter, and the Funds’ transfer agent.2David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in capacities for the six portfolios of the Optimum Fund Trust that are virtually identical to the capacities in which they serve for the Funds, as set forth above. The Optimum Fund Trust has the same investment manager, principal underwriter, and transfer agent as the Funds.C-2APPENDIX D – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTERDELAWARE INVESTMENTS FAMILY OF FUNDSNominating and Corporate Governance Committee MembershipThe 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 Nominations1. Independent Directors/Trustees.Independent Directors/Trustees for the open and closed- end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers.2. Chair of the Board.The Committee shall nominate the Chair of the Board.3. Committees.The Committee shall annually review the membership of and annually recommend persons to serve as members of each committee of the Board. The Committee shall also review the continued appropriateness of existing committees and consider the addition of new committees. The Committee shall also make recommendations for members of any new committee established by the Board.D-14. 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 Governance1. 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 Responsibilities1. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s).2. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees.3. The Committee shall review annually the Board of Directors/Trustees Policies and Practices.D-24. The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy.5. The Committee shall perform such other functions that shall be delegated to it from time to time by the Board.D-3APPENDIX E – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEESThe 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 - - - - - - - E-1Delaware Mid Cap Value Fund - - - - - - - - - Delaware Minnesota High-Yield Municipal Bond Fund - - - - - - - - - Delaware Moderate Allocation Portfolio3 $10,001 - $1 - $10,001 - $50,000 - - - - - - Delaware National High-Yield Municipal Bond Fund - - - - - - - - - Delaware REIT Fund (also known as The Real Estate Investment - $10,001 - $1 - $10,001 - - - $1 - $10,001 - - Trust Portfolio) $50,000 Delaware Select Growth Fund $10,001 - $10,001 - $1 - $10,001 $10,001 - - - - $50,000 - $50,000 $50,000 - Delaware Small Cap Core Fund $10,001 - - - - - $50,000 - - - - Delaware Small Cap Growth Fund - - - - - - - - - Delaware Small Cap Value Fund $50,000 - $1 - $10,001 $1 - $10,001 $10,001 - - $100,000 - $50,000 - - - Delaware Tax-Free Arizona Fund - - - - - - - - - Delaware Tax-Free California Fund - - - - - - - - - Delaware Tax-Free Colorado Fund - - - - - - - - - Delaware Tax-Free Idaho Fund - - - - - - - - - Delaware Tax-Free Minnesota Fund - - - - - - - - - Delaware Tax-Free Minnesota Intermediate Fund - - - - - - - - - Delaware Tax-Free Money Fund - Over $100,000 - - - - - - - Delaware Tax-Free New York Fund - - - - - - - - - Delaware Tax-Free Pennsylvania Fund - - - - - - - - - Delaware Tax-Free USA Fund - - - - - - - - - Delaware Tax-Free USA Intermediate Fund - - - - - - - - - Delaware Trend®Fund - - - - - - - - - Delaware U.S. Growth Fund - - - - - - - - - Delaware Value®Fund - - - - - - - - - TOTAL: $10,001 - Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $10,001 - Over $100,000 $10,001 - $50,000 $50,000 $50,000 1 On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund.2 On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund.3 On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.E-2APPENDIX F — TRUSTEE COMPENSATIONThe 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 F-1APPENDIX G – AUDITOR INFORMATIONThe following table shows, for each Trust:Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.Non-Audit Fees.The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under “Audit Fees.”Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y for tax compliance, tax advice and tax planning.Affiliate Audit-Related Fees.The aggregate fees billed by E&Y for services relating to the performance of the audit of the financial statements of DMC and other service providers under common control with DMC and that relate directly to the operations or financial reporting of the Trusts.Aggregate Non-Audit Fees.The aggregate non-audit fees billed by E&Y for services rendered to the Trusts and to DMC and other service providers under common control with DMC.Trust Audit
FeesTax
Fees1Affiliate
Audit-
Related 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.G-1Trust Audit
FeesTax
Fees1Affiliate
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 G-2APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURESThe Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth below.AUDIT COMMITTEE OF THE DELAWARE INVESTMENTS FAMILY OF FUNDSPROCEDURES FOR ENGAGEMENTOFINDEPENDENT AUDITORSFOR AUDIT AND NON-AUDIT SERVICESI.ObjectiveThese 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 ProceduresA.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-1The 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 commencementoutstanding shares 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 ControlsThe 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 feesH-2that 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 ProcessPre-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 ProceduresThese 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 AuditorsIn 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 CommitteeH-3These 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, 2008ANNEX I-AAPPENDIX A - Pre-Approved Fund ServicesServiceRange of FeesAudit ServicesStatutory 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 ServicesConsultations 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 ServicesU.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 ServicesServiceRange of FeesNon-Audit ServicesServices 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 EntitiesDelaware Management Business Trust; Delaware Distributors, L.P.; Lincoln Financial Distributors, Inc.; Delaware Service Company, Inc.; Retirement Financial Services, Inc.H-4APPENDIX I—FORM OF NEW INVESTMENT ADVISORY AGREEMENTSSUB-ADVISORY AGREEMENT.................................................................................... A-1AGREEMENT,AGREEMENT made by and between[NAME OF INVESTMENT COMPANY], a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), andDELAWARE MANAGEMENT COMPANY,, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Investment Manager”), and JACKSON SQUARE PARTNERS, LLC, a Delaware limited liability company (the “Sub-Adviser’’).WITNESSETH:WHEREAS, WHEREAS, the Trust has been organized and operates as an investment each open-end management company listed on Exhibit A is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and each is organized as a statutory trust under the laws of the State of Delaware (each a “Trust” and collectively, the “Trusts”);Fund engages infund listed on Exhibit A is a series of its respective Trust as indicated on Exhibit A (each a “Fund” and together, the business of investing and reinvesting its assets in securities;isand the Trusts, on behalf of their respective Funds, have entered into investment management agreements (each an “Investment Management Agreement” and collectively, the “Investment Management Agreements”) whereby the Investment Manager will provide investment advisory services to the Trusts with respect to the Funds;as an investment adviser and engagesengage in the business of providing investment managementadvisory services; andTrust, on behalfBoards of each Fund,Trustees (collectively, the “Board” or the “Trustees”) of the Trusts and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provideretain the Sub-Adviser to render investment managementadvisory and other services with respect to each Fund.Trust hereby employsSub-Adviser will supervise and direct the investments of the assets of the Managed Portion of each Fund in accordance with such Fund’s investment objectives, policies, and restrictions as provided in its Prospectus (“Prospectus”) and Statement of Additional Information (“SAI”), as currently in effect and as amended or supplemented from time to time, and such other limitations as the Funds may impose by notice in writing to the Sub-Adviser, subject always to the supervision and control of the Investment Manager and the Board.(i) obtain and evaluate information relating to investment recommendations, asset allocation advice, industries, businesses, securities markets, research, economic analysis, and other investment services with respect to the securities that are included in the Managed Portion or that are under consideration for inclusion in the Managed Portion and invest the Managed Portion in accordance with the Investment Manager’s and the Board’s written direction as more fully set forth herein and as otherwise directed; (ii) regularly make decisions as to what securities to purchase and sell on behalf of each Fund with respect to the Managed Portion, effect the purchase and sale of such investments in furtherance of each Fund’s objectives and policies, and furnish the Board with such information and reports regarding the Sub-Adviser’s activities in the performance of its duties and obligations under this Agreement as the Investment Manager reasonably deems appropriate or as the Board may reasonably request, including such reports, information, and certifications as the officers of the Trusts may reasonably require in order to comply with applicable international, federal and state laws and regulations and Trust policies and procedures; (iii) provide any and all material composite or other performance information, records and supporting documentation about accounts or funds the Sub-Adviser manages, if appropriate, that are relevant to the Managed Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Managed Portion that may be reasonably necessary, under applicable laws, to allow the Funds or their agent to present information concerning the Sub-Adviser’s prior performance in a Fund’s currently effective Prospectus, as the same may be hereafter modified, amended, and/or supplemented from time to time, and in any permissible reports and materials prepared by the Funds or their agent; (iv) provide information as reasonably requested by the Investment Manager or the Board to assist them or their agents in the determination of the fair value of certain portfolio securities held in the Managed Portion when market quotations are not readily available for the purpose of calculating each Fund’s net asset value in accordance with procedures and methods established by the Board; (v) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations (“Corporate Actions”) with respect to the issuers of securities held in the Managed Portion, provided materials relating to such Corporate Actions have been timely received by the Sub-Adviser, and to submit reports regarding such Corporate Actions, including a copy of any policies regarding such Corporate Actions, in a form reasonably satisfactory to the Investment Manager and the Funds in order to comply with any applicable federal or state reporting requirements; (vi) provide performance and other information as reasonably requested by the Investment Manager or the Board to assist them or their agent in conducting ongoing due diligence and performance monitoring; and (vii) maintain all accounts, books, and records with respect to the Managed Portion as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act and the rules thereunder and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books and records that it maintains for the Funds and that are required to be maintained by Rule 31a-l under the 1940 Act. The Sub-Adviser shall furnish to the Investment Manager copies of all such accounts, books, and records as the Investment Manager may reasonably request. The Sub-Adviser agrees that such accounts, books, and records are the property of the Trusts, and will be surrendered to the Trusts promptly upon request, with the understanding that the Sub-Adviser may retain its own copy of all records. manageensure compliance with Rule 12d3-l under the investment and reinvestment of each Fund’s assets and to administer its investment affairs,1940 Act.directionfollowing: (i) provisions of a Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified, amended, and/or supplemented from time to time, that are applicable to the Managed Portion; (ii) provisions of a Trust’s By-Laws, as the same may be hereafter modified, amended, and/or supplemented from time to time that are applicable to the Managed Portion; (iii) a Fund’s Prospectus; (iv) the 1940 Act and the Advisers Act and the rules under each and all other international, federal and state securities laws or regulations applicable to the Trusts and the Funds; (v) the Trusts’ compliance policies and procedures and other policies and procedures adopted from time to time by the Board applicable to the Managed Portion; and (vi) the written instructions of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth.Investment Manager.hereby acceptsagrees to provide the Sub-Adviser with current copies of the documents mentioned in paragraph l(d)(i), (ii), (iii) and (v) above and all changes made to such employmentdocuments at, or if practicable, before the time such changes become effective, and the Investment Manager acknowledges and agrees that the Sub-Adviser shall not be responsible for compliance with such documents or amendments unless and until they are received by the Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon any proper instructions reasonably believed by it to be genuine and signed or communicated by or on behalf of the Investment Manager or the Funds.suchthe period hereinafter set forth to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment ManagerSub-Adviser shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized herein or otherwise, have no authority to act for or represent the TrustTrusts, the Funds or the FundsInvestment Manager in any way, or in any way be deemed an agent of the TrustTrusts, the Funds or the Investment Manager. Notwithstanding the foregoing, the Sub-Adviser may execute Fund documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with providing advisory services to the Funds.regularly make decisionsprovide (or use its best efforts to cause to be provided) timely information to the Sub-Adviser regarding such matters as the cash requirements and cash available for investment in the Managed Portion, and all other information as may be reasonably necessary for the Sub-Adviser to what securities and other instruments to purchase and sell on behalfperform its responsibilities under this Agreement.Fund and shall effect the purchase and sale of such investments in furtherance of each Fund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Fund’s investments as the Investment Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities. 2. TheManagement Agreement, a Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence;existence as a statutory trust organized under the laws of the State of Delaware; the maintenance of its own books, records, and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, includingI-1 redemption and repurchase of shares; preparation of share certificates;certificates, if any; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; transfer agency expenses; pricing service expenses; expenses relating to tax services; brokerage commissions; custodian fees; legal auditing, fundand accounting and financial administration fees; taxes; interest; federal securities law filing expenses; and federal and state registration fees; and other costs andfees. The Sub-Adviser shall not be obligated to pay any expenses approvedof the Investment Manager, the Trusts or the Funds unless expressly assumed by the BoardSub-Adviser pursuant to this Agreement or otherwise agreed to in writing. Any reimbursement of Trustees. Trustees,investment management or other fees required by an expense limitation or waiver provision, and any liability arising out of a violation by the Investment Manager of Section 36(b) of the 1940 Act, shall be the sole responsibility of the Investment Manager, provided that nothing herein shall relieve the Sub-Adviser from its own liability under Section 36(b) of the 1940 Act with respect to its duties under this Agreement.Investment ManagerSub-Adviser may be directors, trustees, officers and employees of any ofother funds that have employed the Sub-Adviser as sub-adviser or investment companies within the Delaware Investments family of funds (including the Trust). Trustees,manager. Directors, members, officers and employees of the Investment ManagerSub-Adviser who are directors, trustees,Trustees, officers and/or employees of these investment companiesthe Trusts, shall not receive any compensation from such companiesthe Trusts for acting in such dual capacity. Inconduct ofManaged Portion subject to the respective businesses ofconditions set forth herein. The Sub-Adviser may combine orders for the parties hereto andManaged Portion with orders for other accounts or funds under management. Transactions involving combined orders are allocated in the performance of this Agreement, the Trust and Investment Manager may share facilities commona manner deemed equitable to each whichaccount. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Managed Portion (i) in accordance with any written policies, practices or procedures that may include legal and accounting personnel, with appropriate proration of expenses between them. 3. (a) Subject tobe established by the primary objective of obtaining the best execution,Board or the Investment Manager may place orders for the purchasefrom time to time 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 servicesprovided to the Trust, to the Investment Manager, toSub-Adviser, and (ii) as described in a Fund’s Prospectus and SAI. In placing any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securitiesinvestments for a Fund, with respect to the Managed Portion, the Sub-Adviser shall use its best efforts to obtain for the Managed Portion “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement.that the placing of such orders is in compliance with the rulesauthorized by Section 28(e) of the Securities and Exchange CommissionAct of 1934, as amended (the “SEC”“Exchange Act”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion, cause the Managed Portion to pay a broker or saledealer that provides brokerage or research services to any 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 Fund to pay a member of an exchange, brokerthe Sub-Adviser or dealerthe Managed Portion an amount of commission for effecting a securitiesFund transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction in such instances whereif the Investment Manager has determinedSub-Adviser determines, in good faith, that such amount of commission wasis reasonable in relation to the value of the suchby such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’sSub-Adviser’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accountsits clients for which the Investment Manager or the Sub-Adviser exercises investment discretion.investment services to be rendered to a particular Fundthe Trusts for the benefit of their Funds by the Investment ManagerSub-Adviser under the provisions of this Agreement, the TrustInvestment Manager shall pay monthly to the Sub-Adviser the fees at the rates provided in Exhibit B attached hereto. The compensation payable to the Sub-Adviser for its services hereunder shall be paid at the end of each calendar quarter (within 30 days of receipt by the Investment Manager exclusivelyof an invoice from that Fund’s assets, a feethe Sub-Adviser) based onupon the average daily Fund net assets of that Fund during the month. Suchpreceding quarter. The fee payable for the quarter shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto.is terminated prior tobecomes effective or terminates before the end of any calendar month with respect to a particular Fund,quarter, the managementsub-advisory fee for such Fundthe period shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.I-2 The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser. 6. The services to be rendered by the Investment ManagerSub-Adviser to the TrustTrusts for the benefit of the Funds under the provisions of this Agreement are not to be deemed to be exclusive. The Investment Manager,exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its trustees,ability to render the services provided for in this Agreement shall not be materially impaired thereby.TrustTrusts or to any other investment company, corporation, association, firm or individual, so longindividual.other activities do not impair its ability to render the services provided for in this Agreement. 7. It is understood and agreedname (or that so long asof any affiliate of the Investment Manager, and/other than that of the Sub-Adviser or its investment advisory affiliates shall continueany affiliate of the Sub-Adviser that is an affiliate of the Investment Manager solely by reason of the Sub-Adviser’s provision of services pursuant to serve asthis Agreement or solely because of the Trust’s investment adviser, other investment companies as may be sponsoredInvestment Manager’s affiliation with the Sub-Adviser) or advisedotherwise refer to the Investment Manager in any materials related to the Trusts or the Funds distributed to third parties, including the Funds’ shareholders, without prior review and written approval by the Investment Manager, which may not be unreasonably withheld or its affiliates may havedelayed. Upon termination of this Agreement, the right permanentlySub-Adviser, shall, to adoptthe extent applicable and as soon as is reasonably possible, cease to use the words “Delaware,” “Delaware Investments”actual or “Delaware Group” in their namesfictitious name(s), mark(s), derivative(s) and/or logo(s) of the Trusts and in the namesFunds, except for the purpose of any seriesdescribing prior clients or classprior performance of shares of such funds. 8.the Sub-Adviser, as permitted by the Advisers Act or other applicable requirements.a reckless disregard ofin the performance of its duties as Sub-Adviser to the Trusts on behalf of the Funds, neither the Sub-Adviser nor any of its affiliates nor any of its or their controlling persons, members, officers, directors, employees or agents (collectively, “Sub-Adviser Related Persons”) shall be liable to the Trusts, the Funds, the Investment Manager to the Trust, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of thea Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. 9. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Managed Portion or the Funds, or that the Managed Portion or the Funds will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. Subject to the first sentence of this Section 7(a), the Sub-Adviser shall not be responsible for any loss incurred by any reason of any act or omission of any bank, broker, the custodian bank or any administrator or trustee whether appointed on behalf of the Investment Manager, the Funds or the Trusts. Nothing contained herein shall be deemed to waive any liability which cannot be waived under applicable law, including applicable U.S. state and federal securities laws, ERISA or any rules or regulations adopted under any of those laws.below, andbelow; provided, however, that this Agreement shall not become effective with respect to a particular Fund as ofunless it has first been approved with respect to such Fund in the effective date set forth in Exhibit A for that Fund, only if approvedmanner required by the vote of a majority of1940 Act and the outstanding voting securities of that Fund. Itrules thereunder or in accordance with exemptive or other relief granted by the U.S. Securities and Exchange Commission (the “SEC”) or its staff. This Agreement shall continue in effect with respect to such Fund for an initiala period of two (2) years for each Fund and may be renewed thereafter with respect to such Fund only so long as such renewal and continuance with respect to such Fund is specifically approved at least annually by the applicable Board of Trustees or by the vote of a majority of the outstanding voting securities of thatsuch Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of thethose Trustees of the applicable Trust who are not parties hereto or interested persons“interested persons” of such Trust, its Fund(s), or any such party (“Independent Trustees”),hereto, cast in person at a meeting called for the purpose of voting on such approval. This Agreement (and Exhibit A hereto) may be amended without the approval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to aonly by written agreement executed by the Trust, on behalf of the applicable Fund,Investment Manager and the Investment Manager.aswith respect to anya single Fund or all of the Funds (i) by the Investment Manager at any time, without the payment of a penalty, on 60 days’ written notice to the Sub-Adviser of the Investment Manager’s intention to do so and (ii) by a Trust with respect to a Fund in such Trust at any time, without the payment of a penalty, on sixty60 days’ written notice to the Investment ManagerSub- Adviser of thesuch Trust’s intention to do so pursuant to action by the applicable Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securities of the affectedapplicable Fund. The Investment ManagerSub-Adviser may terminate this Agreement with respect to a single Fund or all of the Funds at any time, without the payment of a penalty, on sixty60 days’ written notice toI-3 respond for a breach of this Agreement committed prior to such termination, and except for(ii) the obligation of the TrustInvestment Manager to pay to the Investment ManagerSub-Adviser the fee provided in Paragraph 4 hereof prorated to the date of termination.termination, and (iii) any indemnification obligation provided in Paragraph 7 hereof. This Agreement shallassignment.(i) is already known to the receiving party at the time it is obtained (other than through previous disclosure by the protected party or by a party known by the receiving party to be bound by a confidentiality obligation to the protected party); (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party provides the protected party written notice of such requirement, to the extent such notice is permitted); (v) is relevant to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party provides the protected party with sixty (60) days’ written notice of any disclosure if practicable or such lesser amount as may be necessary and provided such notice does not prejudice the receiving party); or (vi) has been or is independently developed or obtained by the receiving party. administrators, successors and permitted assigns of the parties hereto. 11. Nothing in this Agreement, express or implied, is intended to or shall (a) confer on any person other than the parties hereto and their respective successors or permitted assigns any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement, or (b) constitute the parties hereto as partners or as participants in a joint venture.If to the Sub-Adviser: If to the Investment Manager or the Funds: (i) the terms “vote of a majority of the outstanding voting securities”;securities,” “interested persons”;person,” “affiliated person,” and “assignment” shall have the meaning ascribed tomeanings given them in the 1940 Act, and (ii) referencessubject, however to such exemptions as may be granted by the SEC and FINRA shall be deemed to include any successor regulators.the ___ day of _________, ____.April [__], 2014.JACKSON SQUARE PARTNERS, LLC COMPANY, a series of Delaware Management Business Trust [NAME OF INVESTMENT COMPANY] on behalf of the Funds listed on Exhibit ABy By Name Name Title Title EXHIBIT AName: Name: David P. O’ConnorTHIS EXHIBITTitle: Title: Executive Vice Presidentthe Investment Management Agreement betweenDELAWARE [FUND NAME]andDELAWARE MANAGEMENT COMPANY,a series of Delaware Management Business Trust (the “Investment Manager”), entered into accepted as of the ___ day and year first above written:__________, _____ (the “Agreement”) lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each FundRegistrants and the date on which the Agreement became effective for each Fund.their respective SeriesManagement Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual RateFUND INVESTMENT MANAGEMENT FEE Delaware U.S. Growth Fund 0.55%Delaware Diversified Income Fund _______, 200__0.50%(Delaware Group Adviser Funds) 0.45%0.425%Delaware Smid Cap Growth Fund 0.65%Delaware U.S. Growth Fund (Delaware _______, 200__0.60%Group Adviser Funds) 0.55%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 0.75%Delaware Mid Cap Value Fund (Delaware _______, 200__0.70%Group Equity Funds I) 0.65%0.60%0.65%Delaware Large Cap Value Fund _______, 200__0.60%(Delaware Group Equity Funds II) 0.55%0.50%0.65%Delaware Value Fund (Delaware Group _______, 200__0.60%Equity Funds II) 0.55%0.50%Delaware Focus Global Growth Fund 0.75%Delaware American Services Fund _______, 200__0.70%(Delaware Group Equity Funds III) 0.65%0.60%FUND The Focus Smid-Cap Growth Equity Portfolio 0.375% 1.00% on first $250 million Delaware Small CapThe Large-Cap Growth Fund _______, 200__ 0.90% on next $250 million (Delaware Group Equity Funds III) Portfolio 0.275% 0.75% on assets in excess of $500 million 0.75%The Select 20 Portfolio 0.375% Delaware Trend Fund (Delaware Group _______, 200__0.70%Equity Funds III) 0.65%0.60% on assets in excess of $2.5 billion 0.99% on first $100 million Delaware Global Real Estate Securities _______, 200__ 0.90% on next $150 million Fund (Delaware Group Equity Funds IV) 0.80% on assets in excess of $250 million 0.75% on first $500 million Delaware Growth Opportunities Fund _______, 200__0.70% on next $500 million (Delaware Group Equity Funds IV) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion I-5Management Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual Rate0.85% on first $500 million Delaware Healthcare Fund (Delaware _______, 200__0.80% on next $500 million Group Equity Funds IV) 0.75% on next $1.5 billion 0.70% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Dividend Income Fund _______, 200__0.60% on next $500 million (Delaware Group Equity Funds V) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Small Cap Core Fund (Delaware _______, 200__0.70% on next $500 million Group Equity Funds V) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.75% on first $500 million Delaware Small Cap Value Fund _______, 200__0.70% on next $500 million (Delaware Group Equity Funds V) 0.65% on next $1.5 billion 0.60% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Foundation Equity Fund _______, 200__0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Aggressive Allocation Portfolio _______, 200__0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Conservative Allocation 0.60% on next $500 million Portfolio (Delaware Group Foundation _______, 200__ 0.55% on next $1.5 billion Funds) 0.50% on assets in excess of $2.5 billion 0.65% on first $500 million Delaware Moderate Allocation Portfolio _______, 200__0.60% on next $500 million (Delaware Group Foundation Funds) 0.55% on next $1.5 billion 0.50% on assets in excess of $2.5 billion 1.25% on first $500 million Delaware Emerging Markets Fund 1.20% on next $500 million (Delaware Group Global and 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 I-6Management Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual Rate0.45% 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%Delaware Corporate Bond Fund (Delaware _______, 200__0.475%Group Income Funds) 0.45%0.425% 0.55%Delaware Select Growth FundDelaware Extended Duration Bond Fund _______, 200__0.50%(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%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 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 I-7Management Fee Schedule (as aFund Name (Trust Name)Effective Datepercentage of average daily net assets)Annual Rate0.55% 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 I-8APPENDIX J- CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS; FEESFund (Trust)Date of CurrentInvestment AdvisoryAgreementDate Last Approved byShareholders*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 Funds IV) September 28, 2007 September 28, 2007 Delaware 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 Funds)1September 17, 2008 March 17, 1999 Delaware Conservative Allocation Portfolio (Delaware Group Foundation Funds)2September 17, 2008 March 17, 1999 Delaware Moderate Allocation Portfolio (Delaware Group Foundation Funds)3September 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) Fund (Trust)Date of CurrentInvestment AdvisoryAgreementDate Last Approved byShareholders*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.J-2* 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 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 FundsAnnual FeesFirst $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 FundsAnnual FeesFirst $30 billion of average daily net assets 0.0050% Next $10 billion of average daily net assets 0.0045% Next $10 billion of average daily net assets 0.0040% Over $50 billion of average daily net assets 0.0025% J-3KB - FUNDS ADVISED BY DMC: FEES PAID TO DMC AND AFFILIATES The following table lists by investment objective the mutual funds that are advised by DMC, and includes (i) for the Funds, the amounts paid by each to DMC during the fiscal year indicated, (ii) for the Funds, the amounts paid by each to affiliates of DMC during the fiscal year indicated, (iii) the net assets of each mutual fund advised by DMC as of July 31, 2009, (iv) the management fee schedule for each, as an annual rate based on a percentage of average daily net assets, and (v) whether DMC has waived or agreed to waive its fees for the applicable mutual fund. All fees shown are net of any applicable waivers and reimbursements.Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers,
ifany) ($) Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets
(asof 7/31/09)
($)Management Fee Schedule
(as a percentage of average daily net assets)
Annual RateEQUITY Delaware Aggressive Allocation Portfolio 9/30/08 1,475 Y 2,380 215,282 86,139 49,597,075 See Exhibit A to Appendix I Delaware American Services Fund 6/30/09 1,346,875 Y 71,414 1,016,499 831,687 165,871,237 “ Delaware Conservative Allocation Portfolio 9/30/08 15,724 Y 2,222 147,491 18,751 51,620,209 “ Delaware Emerging Markets Fund 11/30/08 10,061,603 N 40,925 3,475,970 1,403,351 566,312,347 “ Delaware Focus Global Growth Fund 11/30/08 N/A N/A N/A N/A N/A 4,867,071 “ Delaware Global Value Fund 11/30/08 477,200 Y 4,015 447,088 252,427 38,943,506 “ Delaware Growth Opportunities Fund 9/30/08 3,141,092 Y 24,661 1,592,074 1,709,076 221,862,433 “ Delaware Healthcare Fund 9/30/08 (30,345) Y 121 - 269 3,391,264 “ Delaware International Value Equity Fund 11/30/08 5,845,743 Y 38,948 2,303,609 1,553,386 359,015,223 “ Delaware Large Cap Core Fund 4/30/09 (257) Y 85 - 231 1,625,300 “ Delaware Large Cap Value Fund 11/30/08 5,949,985 Y 49,455 3,135,809 1,900,663 655,924,118 “ Delaware Mid Cap Value Fund 10/31/08 (36,366) Y 103 37 143 8,888,367 “ Delaware Moderate Allocation Portfolio 9/30/08 32,834 Y 2,614 213,510 55,166 235,959,745 “ Delaware Select Growth Fund 4/30/09 822,062 Y 10,668 942,443 1,427,081 238,312,832 “ Delaware Small Cap Core Fund 11/30/08 441,475 Y 3,923 229,562 203,528 60,932,993 “ Delaware Small Cap Growth Fund 6/30/09 (10,211) Y 559 63,447 71,843 11,390,960 “ Delaware Small Cap Value Fund 11/30/08 3,412,713 Y 23,590 2,009,720 1,350,774 316,722,748 “ Delaware Trend®Fund 6/30/09 N/A Y 17,781 1,426,134 1,367,689 345,331,552 “ Delaware U.S. Growth Fund 10/31/08 4,418,044 Y 43,260 843,673 937,742 577,585,096 “ Delaware Value®Fund 11/30/08 2,216,064 Y 175,852 1,400,382 924,320 359,029,563 “ 1.25% on first $500 million Delaware VIP®Emerging Markets 1.20% on next $500 million Series 12/31/08 N/A N N/A N/A N/A 442,609,293 1.15% on next $1.5 billion 1.10% on assets in excess of$2.5 billion 0.75% on first $500 million Delaware VIP®Growth Opportunities 0.70% on next $500 million Series 12/31/08 N/A N N/A N/A N/A 24,047,567 0.65% on next $1.5 billion 0.60% on assets in excess of$2.5 billion 0.85% on first $500 million Delaware VIP®International Value 0.80% on next $500 million Equity Series 12/31/08 N/A Y N/A N/A N/A 97,145,078 0.75% on next $1.5 billion 0.70% on assets in excess of$2.5 billion K-1Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets
(asof 7/31/09)
($)Management Fee Schedule
(as a percentage of average
daily net assets)
Annual 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 $1.5 billion K-2Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Management Fee Schedule
(as a percentage of average
daily net assets)
Annual 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 $74,309,777 0.35% Moderate Allocation Fund K-3Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Management Fee Schedule
(as a percentage of average daily
net assets)
Annual RateLincoln Variable Insurance Products Trust - LVIP Delaware Growth and n/a N/A N N/A N/A N/A $1,110,154,464 0.20% Income Fund Lincoln Variable Insurance Products Trust - LVIP Delaware Special n/a N/A N N/A N/A N/A $469,430,328 0.20% Opportunities Fund SEI Institutional Managed Trust - Large n/a N/A N N/A N/A N/A $80,390,330 0.40% up to$200million Cap Diversified Alpha Fund 0.35% over$200million SEI Institutional Managed Trust - Tax- Managed Large Cap Fund n/a N/A N N/A N/A N/A $158,593,379 0.20% REAL ESTATE Delaware Global Real Estate Securities Fund 9/30/08 (56,829) Y 126 - 134 1,675,227 See Exhibit A to Appendix I Delaware REIT Fund (also known as The Real Estate Investment Trust 10/31/08 2,106,027 Y 15,159 976,866 1,057,506 178,921,674 “ Portfolio) 0.75% on first $500million Delaware VIP®REIT Series 12/31/08 N/A N N/A N/A N/A 228,392,747 0.70%on next $500million 0.65% on next $1.5 billion 0.60% on assets in excess of$2.5 billion 0.99% on first $100million Delaware Pooled Trust - The Global 10/31/08 N/A Y N/A N/A N/A 53,791,075 0.90% on the next $150million Real Estate Securities Portfolio 0.80% on assets in excess of$250million Delaware Pooled Trust - The Real Estate Investment Trust Portfolio II 10/31/08 N/A Y N/A N/A N/A 4,612,395 0.75% FIXED INCOME TAXABLE Delaware Core Plus Bond Fund 7/31/08 378,075 Y 12,530 294,515 163,769 78,586,956 See Exhibit A to Appendix I Delaware Corporate Bond Fund 7/31/08 2,192,286 Y 65,520 1,701,318 836,390 654,556,423 “ Delaware Diversified Income Fund 10/31/08 14,912,383 N 159,256 13,466,559 3,480,627 4,681,464,435 “ Delaware Dividend Income Fund 11/30/08 2,904,878 Y 33,367 4,204,502 1,278,360 376,294,484 “ Delaware Enhanced Global Dividend and Income Fund 11/31/08 2,029,426 N 35,904 - 71,030 143,626,698 “ Delaware Extended Duration Bond Fund 7/31/08 733,052 Y 29,162 730,900 578,387 231,448,785 “ Delaware High-Yield Opportunities Fund 7/31/08 793,631 Y 18,588 680,157 294,012 367,625,492 “ Delaware Inflation Protected Bond Fund 7/31/08 207,493 Y 6,770 64,555 22,691 221,063,870 “ Delaware Investments Dividend and Income Fund, Inc. 11/31/08 N/A N N/A N/A N/A 59,683,630 0.55% Delaware Investments Global Dividend and Income Fund, Inc. 11/31/08 N/A N N/A N/A N/A 31,563,148 0.70% Delaware Limited-Term Diversified Income Fund 12/31/08 897,830 Y 12,087 638,764 363,217 734,042,615 See 0.65% on first $500million Delaware VIP®Diversified Income 0.60% on next $500million Series 12/31/08 N/A N N/A N/A N/A 1,154,626,147 0.55% on next $1.5 billion 0.50% on assets in excess of$2.5 billion 0.65% on first $500million Delaware VIP®High Yield Series 12/31/08 N/A Y N/A N/A N/A 406,179,335 0.60% on next $500million 0.55% on next $1.5 billion 0.50% on assets in excess of$2.5 billion K-4Fund Fiscal
Year
EndedAdvisory
Fees
(afterwaivers,
ifany) ($) Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Management Fee Schedule
(as a percentage of average daily
net assets)
Annual 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 $371,403,316 0.35% Conservative Allocation Fund FIXED INCOME TAX EXEMPT Delaware Investments Arizona Municipal Income Fund, Inc. 3/31/09 N/A N N/A N/A N/A 39,569,293 0.40% Delaware Investments Colorado Municipal Income Fund, Inc. 3/31/09 N/A N N/A N/A N/A 65,158,068 0.40% Delaware Investments Minnesota Municipal Income Fund II, Inc. 3/31/09 N/A N N/A N/A N/A 156,068,269 0.40% Delaware Investments National Municipal Income Fund 3/31/09 N/A N N/A N/A N/A 30,101,448 0.40% Delaware Minnesota High-Yield Municipal Bond Fund 8/31/08 695,090 Y 11,502 621,530 90,277 136,173,985 See Exhibit A to Appendix I Delaware National High-Yield Municipal Bond Fund 8/31/08 313,283 Y 5,946 263,703 52,373 74,306,095 “ Delaware Tax-Free Arizona Fund 8/31/08 483,562 Y 11,292 499,209 59,338 124,554,577 “ Delaware Tax-Free California Fund 8/31/08 434,758 Y 7,605 402,450 41,824 78,089,669 “ Delaware Tax-Free Colorado Fund 8/31/08 1,374,394 Y 20,604 750,906 128,035 235,014,874 “ Delaware Tax-Free Idaho Fund 8/31/08 385,385 Y 6,910 344,475 40,265 101,869,779 “ Delaware Tax-Free Minnesota Fund 8/31/08 3,340,865 Y 48,918 1,850,281 298,962 603,258,720 “ Delaware Tax-Free Minnesota Intermediate Fund 8/31/08 233,696 Y 4,531 147,019 34,723 85,783,562 “ Delaware Tax-Free Money Fund 4/30/09 (13,812) Y 878 - 13,919 13,020,741 “ K-5 Fund Fiscal
Year
EndedAdvisory
Fees
(after
waivers, if
any) ($) Waiver
(Y/N)Administration
Fees ($)Distribution
Fees ($)Transfer
Agency
Fees ($)Fund Net
Assets (as
of 7/31/09)
($)Managment Fee Schedule
(as a percentage of average daily
net assets)
Annual RateDelaware Tax-Free New York Fund 8/31/08 59,322 Y 1,496 76,712 14,095 28,054,946 “ Delaware Tax-Free Pennsylvania Fund 2/28/09 2,646,922 Y 25,159 1,304,013 280,994 502,398,994 “ Delaware Tax-Free USA Fund 8/31/08 3,038,078 Y 55,881 1,857,104 419,011 554,012,527 “ Delaware Tax-Free USA Intermediate Fund 8/31/08 1,455,004 Y 29,234 819,000 389,646 481,653,858 “ 0.23% up to $25 million AssetMark Tax-Exempt Fixed Income 0.20%from$25 million to $100 million Fund n/a N/A N N/A N/A N/A $82,621,889 0.17%from$100 million to $200 million 0.125% over $200 million SEI Tax Exempt Trust - Intermediate- Term Municipal Fund n/a N/A N N/A N/A N/A $321,920,551 0.15% MONEY MARKET TAXABLE Delaware Cash Reserve Fund 3/31/09 2,090,836 Y 25,006 201,131 549,206 442,391,631 See Exhibit A to Appendix I 0.45% on first $500 million Delaware VIP®Cash Reserve Series 12/31/08 N/A N N/A N/A N/A 15,598,306 0.40% on next $500 million 0.35%on next $1,500 million 0.30%on assets in excess of$2.5billion Lincoln Variable Insurance Products n/a N/A N N/A N/A N/A $1,315,433,023 0.18% Trust - LVIP Money Market Fund K-6APPENDIX L – TRUSTEESMEMBERS AND OFFICERS OF DMChave heldhold the following positions with the Trusts and with DMC during the past two years.Sub-adviser. The principal business address of eachthe Sub-adviser is 2005 Market101 California Street, Philadelphia, Pennsylvania 19103-7094.San Francisco, CA 94111.NAME POSITIONS AND OFFICES NameJeffrey Van HartePositionsChairman and Offices with the TrustsPositions and Offices withDelaware Management CompanyPatrick 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 OfficerKevin Brown Fixed Income Managing Partner, Investment SpecialistMichael J. Hogan Van TranExecutive Vice President/Chief Financial OfficerDebbie Sabo 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 TradingChristopher S. Beck Senior Vice President/Senior Portfolio Manager Senior Vice President/Senior Bonavico 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 AnalystSenior 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-1NamePositions and Offices with the TrustsPositions and Offices withDelaware 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 Manager, AnalystChristopher M. Ericksen Portfolio Manager, Analyst Manager/Equity Analyst Kevin J. Brown Ian D. FerryVice President/ Vice President/ Portfolio Manager, AnalystPatrick G. Fortier Senior Investment Specialist Senior Investment Specialist Portfolio Manager, AnalystMary Ellen M. Gregory HeywoodVice President/Client Services Vice President/Client Services Portfolio Manager, AnalystCarrozza Daniel J. PrislinPortfolio Manager, Analyst Trust/Fund Name Class Shareholders Name and Address Total Shares Percentage 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 Vice President/Deputy General Vice President/Deputy General Deidre A. Downes, and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Exhibit A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, One Commerce Square, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on Friday, May 16, 2014 at 3:00 p.m. Eastern time, or at any postponements or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote in their discretion upon any matters which may properly be acted upon at this Meeting and specifically as indicated on the reverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.Counsel/Secretary Counsel/Secretary [PROXY TABULATOR INFORMATION]Michael Costanzo Vice President/Performance Analyst Manager Vice President/Performance Analyst Manager Kishor K. Daga Vice President/Derivatives Operations Vice President/Derivatives Operations Cori E. Daggett Vice President/Associate General Vice President/Counsel/ Assistant Counsel/Assistant Secretary Secretary Craig C. Dembek Vice President/Senior Research Analyst Vice President/Senior Research Analyst Camillo D’Orazio Vice President/Investment Accounting Vice President/Investment L-2NamePositions and Offices with the TrustsPositions and Offices withTo vote by Internet Delaware Management CompanyAccounting Christopher M. Vice President/Portfolio Manager/Equity Vice President/Portfolio Ericksen Analyst Manager/Equity Analyst Joel A. Ettinger Vice President – Taxation Vice President – Taxation Devon K. Everhart Vice President/Senior Research Analyst Vice President/Senior Research Analyst Joseph Fiorilla Vice President – Trading Operations Vice President – Trading Operations Charles E. Fish Vice President/Senior Equity Trader Vice President/Senior Equity Trader Clifford M. Fisher Vice President/Senior Municipal Bond Trader Vice President/Senior Municipal Bond Trader Patrick G. Fortier Vice President/Portfolio Manager/Equity Vice President/Portfolio Analyst Manager/Equity Analyst Denise A. Franchetti Vice President/Portfolio Manager/Municipal Vice President/Portfolio Bond Credit Analyst Manager/Municipal Bond Credit Analyst Lawrence G. Franko Vice President/ Senior Equity Analyst Vice President/ Senior Equity Analyst Daniel V. Geatens Vice President/Treasurer Vice President/Director of Financial Administration Gregory A. Gizzi Vice President/ Head Municipal Bond Trader Vice President/ Head Municipal Bond Trader Barry S. Gladstein Vice President/Portfolio Manager Vice President/Portfolio Manager Gregg J. Gola Vice President/Senior High Yield Trader Vice President/Senior High Yield Trader Christopher Gowlland Vice President/Senior Quantitative Analyst Vice President/Senior Quantitative Analyst Edward Gray Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager David J. Hamilton Vice President/Credit Research Analyst Vice President/Fixed Income Analyst Brian Hamlet Vice President/Senior Corporate Bond Trader Vice President/Senior Corporate Bond Trader Lisa L. Hansen Vice President/Head of Focus Growth Equity Vice President/Head of Focus Trading Growth Equity Trading Gregory M. Heywood Vice President/Portfolio Manager/Equity Vice President/Portfolio Analyst Manager/Equity Analyst Sharon Hill Vice President/Head of Equity Quantitative Vice President/Head of Equity Research and Analytics Quantitative Research and Analytics J. David Hillmeyer Vice President Vice President/Corporate Bond Trader Christopher M. Holland Vice President/Portfolio Manager Vice President/Portfolio Manager Chungwei Hsia Vice President/ Senior Research Analyst Vice President/ Senior Research Analyst Michael E. Hughes Vice President/Senior Equity Analyst Vice President/Senior Equity Analyst Jordan L. Irving Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Cynthia Isom Vice President/Portfolio Manager Vice President/Portfolio Manager Kenneth R. Jackson Vice President/Equity Trader Vice President/Quantitative Analyst Stephen M. Vice President/Structured Products Vice President/Structured Products Juszczyszyn Analyst/Trader Analyst/Trader Anu B. Kothari Vice President/ Equity Analyst Vice President/ Equity Analyst Roseanne L. Kropp Vice President/Senior Fund Analyst – High Vice President/ Senior Fund Analyst L-3NamePositions and Offices with the TrustsPositions and Offices withDelaware Management CompanyGrade II - High Grade Nikhil G. Lalvani Vice President/Portfolio Manager Vice President/Senior Equity Analyst/Portfolio Manager Brian R. Lauzon Vice President/ Chief Operating Officer, Equity Vice President/Chief Operating Investments Officer, Equity Investments Anthony A. Lombardi Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Francis P. Magee Vice President/Portfolio Analyst Vice President/Portfolio Analyst John P. McCarthy Vice President/Senior Research Analyst/Trader Vice President/Senior Research Analyst/Trader Brian McDonnell Vice President/Structured Products Vice President/Structured Products Analyst/Trader Analyst/Trader Michael S. Morris Vice President/Portfolio Manager/Senior Equity Vice President/Portfolio Analyst Manager/Senior Equity Analyst Terrance M. O’Brien Vice President/ Fixed Income Reporting Analyst Vice President/ Fixed Income Reporting Analyst Donald G. Padilla Vice President/Portfolio Manager/Senior Equity Vice President/Portfolio Analyst Manager/Senior Equity Analyst Daniel J. Prislin Vice President/Senior Portfolio Manager/Equity Vice President/Senior Portfolio Analyst Manager/Equity Analyst Gretchen Regan Vice President/Quantitative Analyst Vice President/Quantitative Analyst Carl Rice Vice President/Senior Investment Specialist, Vice President/Senior Investment Large Cap Value Focus Equity Specialist, Large Cap Value Focus Equity Joseph T. Rogina Vice President/Equity Trader Vice President/Equity Trader Debbie A. Sabo Vice President/Equity Trader – Focus Growth Vice President/Equity Trader – Focus Equity Growth Equity Kevin C. Schildt Vice President/Senior Municipal Credit Analyst Vice President/Senior Municipal Credit Analyst Bruce Schoenfeld Vice President/Equity Analyst Vice President/Equity Analyst Nancy E. Smith Vice President — Investment Accounting Vice President — Investment Accounting Brenda L. Sprigman Vice President/Business Manager – Fixed Vice President/Business Manager – Income Fixed Income Junee Tan-Torres Vice President/ Structured Solutions Vice President/ Structured Solutions Rudy D. Torrijos, III Vice President/ Portfolio Manager Vice President/ Portfolio Manager Michael J. Tung Vice President/ Portfolio Manager Vice President/ Portfolio Manager Robert A. Vogel, Jr. Vice President/Senior Portfolio Manager Vice President/Senior Portfolio Manager Lori P. Wachs Vice President/Portfolio Manager Vice President/Portfolio Manager Jeffrey S. Wang Vice President/ Equity Analyst Vice President/ Equity Analyst Michael G. Wildstein Vice President/ Senior Research Analyst Vice President/ Senior Research Analyst Kathryn R. Williams Vice President/Associate General Vice President/Associate General Counsel/Assistant Secretary Counsel/Assistant Secretary Nashira Wynn Vice President/Portfolio Manager Vice President/Senior Equity Analyst/Portfolio Manager Guojia Zhang Vice President/Equity Analyst Vice President/Equity Analyst Douglas R. Zinser Vice President/Credit Research Analyst Vice President/Credit Research Analyst L-4APPENDIX M – NUMBER OF SHARES OF EACH FUND OUTSTANDINGAS OF JULY 31, 2009SharesFund NameClassOutstandingDelaware 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-1Delaware 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-2Delaware 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-3Delaware 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-4Delaware 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-5APPENDIX N — 1% SHARE OWNERSHIPAs 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:FundClassPercentageDelaware Large Cap Value Fund Institutional Class 5.64% Delaware Trend®FundInstitutional Class 1.58% Delaware Growth Opportunities Fund Institutional Class 2.25% Delaware Small Cap Value Fund Institutional Class 8.79% Delaware Moderate Allocation Portfolio5Institutional Class 2.56% Delaware Aggressive Allocation Portfolio6Institutional Class 2.13% Delaware Emerging Markets Fund Institutional Class 1.33% Delaware Core Plus Bond Fund Institutional Class 8.84% Delaware Limited-Term Diversified Income Fund Institutional Class 2.63% Delaware Select Growth Fund Class A 1.20% Delaware Select Growth Fund Institutional Class 1.10% Delaware Tax-Free Money Fund Class A 1.39% Delaware Healthcare Fund Class A 86.24% Delaware Focus Global Growth Fund Institutional Class 99.99% 5 On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund.6 On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund.N-1APPENDIX O — 5% SHARE OWNERSHIPThe 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 O-1 Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware American A MLPF&S FOR THE SOLE 455,360.539 5.41% Services Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware American C CITIGROUP GLOBAL 377,347.679 10.85% Services Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware American C MLPF&S FOR THE SOLE 617,630.193 17.76% Services Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware American I PRUDENTIAL INVESTMENT MGMT 52,779.705 5.58% Services Fund SVC FBO MUTUAL FUND CLIENTS MAIL STOP NJ 05-11-20 3 GATEWAY CTR FL 11 100 MULBERRY ST NEWARK NJ 07102 Delaware American I COUNSEL TRUST DBA MATC 54,643.058 5.77% Services Fund FBO KETCHUM WOOD & BURGERT CHARTERED PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 Delaware American I ICMA-RC SERVICES LLC 739,042.996 78.08% Services Fund 777 N CAPITOL ST NE WASHINGTON DC 20002-4239 Delaware American R GPC SECURITIES INC AGENT FOR 15,786.007 6.50% Services Fund RELIANCE TRUST CO FBO PREMIER COOPERATIVE PO BOX 79377 ATLANTA GA 30357-7377 Delaware American R COUNSEL TRUST 17,715.154 7.29% Services Fund FBO JENNINGS REALTY, INC. EMPLOYEES PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 Delaware American R STATE STREET BANK & 55,526.147 22.85% Services Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware Cash Reserve A DELAWARE MANAGEMENT 63,529,356.600 15.14% Fund BUSINESS TRUST - DMC ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 O-2 Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Cash Reserve B CITIGROUP GLOBAL 432,686.848 5.61% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Cash Reserve C CITIGROUP GLOBAL 930,597.680 7.20% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Cash Reserve CC MCB TRUST SERVICES TTEE 693,747.960 5.26% Fund FBO VISITING NURSE SERVICE P/S 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Cash Reserve CC MCB TRUST SERVICES TRUSTEE 734,256.520 5.56% Fund FBO ECOLOGY CONTROL INDSTRS 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Cash Reserve CC MCB TRUST SERVICES TTEE 795,677.170 6.03% Fund FBO SAGELINK CREDIT UNION 401(K) PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Cash Reserve CC MCB TRUST SERVICES TTEE 979,059.910 7.42% Fund FBO TRIDENT ANESTHESIA 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Conservative A MLPF&S FOR THE SOLE 247,401.940 5.73% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Conservative A PIMS/PRUDENTIAL RETIREMENT AS 2,992,055.268 69.29% Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL 006 HOAG SHELTERED SAVS PLAN 1 HOAG DR NEWPORT BEACH CA 92663-4162 Delaware Conservative B JUNIE L KELTON & 4,767.351 6.34% Allocation Portfolio JOYCE A WENDLANDT & NOMA HENDERSON STIGLER OK 74462 Delaware Conservative B RAYMOND JAMES & ASSOC INC 5,328.988 7.08% Allocation Portfolio CUST FBO ANTHONY J SARDO IRA 3 ROSS WAY WINDSOR LOCKS CT 06096-1267 O-3Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Conservative B MLPF&S FOR THE SOLE 15,926.231 21.17% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Conservative C MLPF&S FOR THE SOLE 119,773.952 34.53% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Conservative I C/O MUTUAL FUNDS 95,134.913 9.52% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO DELAWARE MGMT HOLDINGS INC 401K PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Conservative I C/O MUTUAL FUNDS 110,968.514 11.11% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Conservative I C/O MUTUAL FUNDS 754,578.708 75.53% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Conservative R MG TRUST CO TRUSTEE 4,679.186 5.08% Allocation Portfolio UNITED COMMUNITY BANK 401K PS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Conservative R MG TRUST CO 10,211.566 11.09% Allocation Portfolio CUST FBO JOHN CIPOLLONE INC 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Conservative R MLPF&S FOR THE SOLE 71,667.126 77.85% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Core Plus Bond A MLPF&S FOR THE SOLE 518,249.367 6.11% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2NDFL JACKSONVILLE FL 32246-6484 Delaware Core Plus Bond B MLPF&S FOR THE SOLE 71,046.733 12.01% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-4Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Core Plus Bond C CITIGROUP GLOBAL 44,617.313 5.85% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Core Plus Bond C MLPF&S FOR THE SOLE 165,360.232 21.67% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Core Plus Bond I BOSCIA FAMILY FOUNDATION 23,859.147 5.77% Fund 951 IDLEWILD RD GLADWYNE PA 19035-1437 Delaware Core Plus Bond I CITY OF DASSEL 36,698.556 8.88% Fund GENERAL ACCOUNT ATTN MARY ANN DANIELSON PO BOX 391 DASSEL MN 55325-0391 Delaware Core Plus Bond I MCB TRUST SERVICES 38,557.197 9.33% Fund CUST FBO SOUTHWEST GRAPHICS, P/S 401(K) 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Core Plus Bond I RS DMC EMPLOYEE MPP PLAN 279,147.561 67.54% Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Core Plus Bond R MLPF&S FOR THE SOLE 30,626.201 88.97% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond A MLPF&S FOR THE SOLE 26,365,039.125 33.70% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond B MLPF&S FOR THE SOLE 172,509.480 7.82% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond C CITIGROUP GLOBAL 1,923,038.412 9.09% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 O-5Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Corporate Bond C MLPF&S FOR THE SOLE 10,883,754.182 51.47% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Corporate Bond R LINCOLN NATIONAL LIFE 116,064.933 5.70% Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Corporate Bond R FRONTIER TRUST CO 126,825.921 6.23% Fund FBO OMNIBUS-VARIOUS RETIREMENT PLANS PO BOX 10758 FARGO ND 58106-0758 Delaware Corporate Bond R STATE STREET BANK & 341,907.431 16.80% Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware Corporate Bond R MLPF&S FOR THE SOLE 671,816.598 33.01% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified A MLPF&S FOR THE SOLE 58,186,086.749 16.89% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified B MLPF&S FOR THE SOLE 638,853.308 11.26% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified C CITIGROUP GLOBAL 11,130,630.122 9.47% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Diversified C MLPF&S FOR THE SOLE 45,512,999.943 38.74% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Diversified I CHARLES SCHWAB & CO INC 1,883,727.633 12.32% Income Fund SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 O-6Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Diversified I THE NORTHERN TRUST COMPANY 2,039,593.431 13.34% Income Fund TTEE CIBA SPECIALTY CHEMICALS 401K DV PLAN PO BOX 92994 CHICAGO IL 60675-0001 Delaware Diversified I ATTN TRUST OPS 2,506,840.650 16.39% Income Fund MIDTRUSCO 5901 COLLEGE BLVD STE 100 OVERLAND PARK KS 66211-1834 Delaware Diversified R MLPF&S FOR THE SOLE 6,532,468.517 48.64% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend A CITIGROUP GLOBAL 1,537,351.944 6.63% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Dividend A MLPF&S FOR THE SOLE 2,180,501.697 9.40% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend B CITIGROUP GLOBAL 294,850.174 7.40% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Dividend B MLPF&S FOR THE SOLE 787,123.973 19.76% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend C CITIGROUP GLOBAL 2,510,401.261 14.01% Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Dividend C MLPF&S FOR THE SOLE 5,801,767.165 32.38% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Dividend I COUNSEL TRUST DBA MATC FBO 34,749.740 11.17% Income Fund TTI INC 401K PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 O-7 Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Dividend I GPC SECURITIES INC AGENT FOR 174,653.729 56.13% Income Fund RELIANCE TRUST CO FBO GOODMAN & CO LLP 401K P/S PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC SECURITIES INC AGENT FOR 16,809.557 5.40% Income Fund RELIANCE TRUST CO FBO ANIMAS SURGICAL HOSPITAL, LLC 401K PO BOX 79377 �� ATLANTA GA 30357-7377 Delaware Dividend R ING 21,445.035 6.89% Income Fund ENHANCED K-CHOICE TRUSTEE: RELIANCE TRUST CO 400 ATRIUM DRIVE SOMERSET NJ 08873 Delaware Dividend R GPC SECURITIES INC AGENT FOR 22,988.381 7.39% Income Fund RELIANCE TRUST CO FBO FERTILITY & GYNECOLOGY 401(K) PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC SECURITIES INC AGENT FOR 33,004.570 10.61% Income Fund RELIANCE TRUST CO FBO WEST HILLS DEVELOPMENT CO 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC SECURITIES INC AGENT FOR 35,001.670 11.25% Income Fund RELIANCE TRUST CO FBO BOGHT VETERINARY CLINIC 401K PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R GPC AS AGENT FOR 37,244.780 11.97% Income Fund RELIANCE TRUST COMPANY FBO FRUIT CENTER INC PSP PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Dividend R MLPF&S FOR THE SOLE 41,346.499 13.29% Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Emerging A CITIGROUP GLOBAL 1,959,107.478 7.08% Markets Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 O-8Fund 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-9Fund 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-14Fund 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-15Fund 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-16Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Large Cap R MG TRUST COMPANY TRUSTEE 18,918.307 16.32% Value Fund MEMORIAL & ST ELIZABETH HC LLP 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Large Cap R GPC AS AGENT FOR 20,329.284 17.54% Value Fund RELIANCE TRUST COMPANY FBO THERAPEUTIC RADIATION ONCOLOGY 401K PO BOX 79377 ATLANTA GA 30357-7377 Delaware Large Cap R MLPF&S FOR THE SOLE 40,123.147 34.61% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term A CITIGROUP GLOBAL 4,298,135.109 7.70% Diversified Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Limited-Term A MLPF&S FOR THE SOLE 7,379,518.664 13.23% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term B MLPF&S FOR THE SOLE 61,076.009 15.18% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term C CITIGROUP GLOBAL 1,411,270.070 9.66% Diversified Income Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Limited-Term C MLPF&S FOR THE SOLE 5,087,712.746 34.84% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Limited-Term I RS DMC EMPLOYEE MPP PLAN 309,926.611 17.05% Diversified Income Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Limited-Term I LINCOLN FINANCIAL GROUP 461,369.380 25.39% Diversified Income Fund FOUNDATION INC 1300 S CLINTON ST FORT WAYNE IN 46802-3506 O-17Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Limited-Term I LA84 FOUNDATION 470,243.443 25.87% Diversified Income Fund 2141 W ADAMS BLVD LOS ANGELES CA 90018-2040 Delaware Limited-Term R FIRST CLEARING LLC 20,585.478 5.89% Diversified Income Fund SUTTON ORTHOPAEDICS PSP 401K J CARL SUTTON TTEE 3320 LOST VALLEY DR JONESBORO GA 30236-4126 Delaware Limited-Term R LINCOLN NATIONAL LIFE 27,785.371 7.95% Diversified Income Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Limited-Term R COUNSEL TRUST DBA MATC 30,424.631 8.70% Diversified Income Fund FBO MILAN SUPPLY CO PSP 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 Delaware Limited-Term R MLPF&S FOR THE SOLE 151,766.439 43.40% Diversified Income Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Mid Cap Value A DMTC TTEE 1,626.353 5.07% PERSONAL(K) PL JAMES SCHIEFER CONSULTING INC FBO JAMES SCHIEFER 3850 ALDER WOODS CT FAIRFAX VA 22033-2441 Delaware Mid Cap Value A CLAIRE L DENENBERG TTEE 1,629.991 5.08% CLAIRE L DENENBERG REV LIV TR C/O LYNNE WARREN 8754 VIA ANCHO RD BOCA RATON FL 33433 Delaware Mid Cap Value A IRA FBO PAUL L FIDEL 1,664.145 5.19% PERSHING LLC CUST ROLLOVER ACCOUNT 140 B N SPRING VALLEY RD MCMURRAY PA 15317-2820 Delaware Mid Cap Value A IRA FBO PAUL A VOTH 2,524.124 7.87% PTC AS CUSTODIAN 43683 MARIGOLD DR PALM DESERT CA 92260-2603 Delaware Mid Cap Value A NFS LLC 2,559.099 7.98% FEBO JOHN A SCARF 13915 SAN SABA CANYON LN CYPRESS TX 77429 Delaware Mid Cap Value A NFS LLC 2,700.642 8.42% FEBO NFS/FMTC ROLL IRA FBO MICHAEL OHATA 225 LINDEN AVE OAK PARK IL 60302-2214 Delaware Mid Cap Value A DOUGLAS R GLENNON 5,892.662 18.37% O-18Fund Name Class Shareholders Name and Address Total Shares Percentage NAPLES FL 34119 Delaware Mid Cap Value A PERSHING LLC 7,245.869 22.59% PO BOX 2052 JERSEY CITY NJ 07303 Delaware Mid Cap Value C HOME FEDERAL SAVINGS & LN 520.073 5.52% JONATHAN FRIEND 500 12TH S PO BOX 190 NAMPA ID 83653-0190 Delaware Mid Cap Value C DMTC CUSTODIAN FOR THE IRA OF 2,338.844 24.81% BEATRIZ W THIELEN LORTON VA 22079 Delaware Mid Cap Value C DMTC C/F THE CONVERSION ROTH 2,616.753 27.75% IRA OF ROSS SCHEINBAUM 1095 REMAGEN RD SEASIDE CA 93955-7417 Delaware Mid Cap Value C DMTC C/F THE CONVERSION ROTH 3,596.186 38.14% IRA OF JENNIFER SCHEINBAUM 1095 REMAGEN RD SEASIDE CA 93955-7417 Delaware Mid Cap Value I C/O MUTUAL FUNDS 138,795.912 10.35% WILMINGTON TRUST CO TTEE FBO DELAWARE MGMT HOLDINGS INC EMP 401K ACCOUNT PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Mid Cap Value I C/O MUTUAL FUNDS 225,477.509 16.82% WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Mid Cap Value I C/O MUTUAL FUNDS 942,782.041 70.32% WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Mid Cap Value R DELAWARE MANAGEMENT 1.006 31.20% BUSINESS TRUST - DIA ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Mid Cap Value R DELAWARE SERVICE CO 1.106 34.31% CONTROL ACCOUNT ATTN PATRICK DWYER 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Mid Cap Value R DELAWARE SERVICE CO 1.112 34.49% CONTROL ACCOUNT ATTN PATRICK DWYER 2005 MARKET ST PHILADELPHIA PA 19103-7042 O-19 Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Minnesota C MLPF&S FOR THE SOLE 145,763.514 5.76% High-Yield Municipal BENEFIT OF ITS CUSTOMERS Bond Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Moderate A PIMS/PRUDENTIAL RETIREMENT AS 1,776,824.575 8.81% Allocation Portfolio NOMINEE FOR THE TTEE/CUST PL HOAG SHELTERED SAVS PLAN 1 HOAG DR NEWPORT BEACH CA 92663-4162 Delaware Moderate B MLPF&S FOR THE SOLE 45,923.205 7.05% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Moderate C MLPF&S FOR THE SOLE 102,108.604 9.84% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Moderate I C/O MUTUAL FUNDS 311,722.768 8.33% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NTL LIFE INS CO AGT SVGS PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Moderate I RS DMC EMPLOYEE MPP PLAN 360,672.708 9.64% Allocation Portfolio DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Moderate I C/O MUTUAL FUNDS 2,901,653.077 77.54% Allocation Portfolio WILMINGTON TRUST CO TTEE FBO LINCOLN NATL CORP EMP SVGS & RET PL PO BOX 8880 WILMINGTON DE 19899-8880 Delaware Moderate R MG TRUST CO TRUSTEE 10,753.386 6.39% Allocation Portfolio UNITED COMMUNITY BANK 401K PS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Moderate R FRONTIER TRUST CO 11,241.773 6.69% Allocation Portfolio FBO OMNIBUS-VARIOUS RETIREMENT PLANS PO BOX 10758 FARGO ND 58106-0758 Delaware Moderate R MG TRUST CO CUST 21,272.341 12.65% Allocation Portfolio FBO JOHN CIPOLLONE INC 700 17TH ST STE 300 DENVER CO 80202-3531 O-20Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Moderate R MLPF&S FOR THE SOLE 108,109.957 64.29% Allocation Portfolio BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- A MLPF&S FOR THE SOLE 460,900.745 6.15% Yield Municipal Bond BENEFIT OF ITS CUSTOMERS Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- A FIRST CLEARING, LLC 491,982.027 6.56% Yield Municipal Bond JUANITA DALY & Fund CARLO TORESANI JT WROS 1200 RANCHO CIR LAS VEGAS NV 89107 Delaware National High- B CITIGROUP GLOBAL 17,029.211 9.91% Yield Municipal Bond MARKETS, INC. Fund ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware National High- B MLPF&S FOR THE SOLE 50,308.132 29.27% Yield Municipal Bond BENEFIT OF ITS CUSTOMERS Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- C CITIGROUP GLOBAL 84,495.021 10.10% Yield Municipal Bond MARKETS, INC. Fund ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware National High- C MLPF&S FOR THE SOLE 214,824.839 25.69% Yield Municipal Bond BENEFIT OF ITS CUSTOMERS Fund ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware National High- I DMH CORP 136.513 98.95% Yield Municipal Bond ATTN RICK SALUS Fund 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware REIT Fund A WILMINGTON TRUST CO TTEE 791,631.516 9.35% FBO VIRTUA 401(K) SAVS PLN C/O MUTUAL FUNDS P O BOX 8880 WILMINGTON DE 19899-8880 Delaware REIT Fund C MLPF&S FOR THE SOLE 224,397.521 9.93% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware REIT Fund C CITIGROUP GLOBAL 247,756.670 10.96% MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 O-21Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware REIT Fund R RELIANCE TRUST CO 26,006.691 5.13% FBO PARKER MCCAY & CRISCU 401K PO BOX 48529 ATLANTA GA 30362-1529 Delaware REIT Fund R MLPF&S FOR THE SOLE 28,637.318 5.64% BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware REIT Fund R MG TRUST COMPANY 39,857.674 7.85% CUST FBO PRICE RIVER WATER IMPROVEMENT DISTRICT RETIREMENT PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Select Growth A CITIGROUP GLOBAL 322,565.776 5.58% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Select Growth A MLPF&S FOR THE SOLE 338,085.449 5.85% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Select Growth C CITIGROUP GLOBAL 115,089.170 8.52% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Select Growth C MLPF&S FOR THE SOLE 267,526.144 19.81% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Select Growth I RS DMC EMPLOYEE MPP PLAN 266,226.705 9.53% Fund DELAWARE MANAGEMENT CO MPP TRUST C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Select Growth I GPC AS AGENT FOR 378,404.844 13.55% Fund RELIANCE TRUST COMPANY FBO DEAN FOODS 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Select Growth I EDWARD D JONES & CO 2,346,971.458 84.04% Fund ATTN MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043 O-22Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Select Growth R MG TRUST COMPANY TRUSTEE 1,965.947 5.52% Fund KINGS OF NEW CASTLE 700 17TH STREET - SUITE 300 DENVER CO 80202-3531 Delaware Select Growth R MG TRUST CO TRUSTEE 3,160.773 8.88% Fund UNITED COMMUNITY BANK 401K PS PLAN 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Select Growth R RELIANCE TRUST CO FBO 3,363.365 9.45% Fund RELIANCE TRADING CORP 401K PO BOX 48529 ATLANTA GA 30362-1529 Delaware Select Growth R RELIANCE TRUSTCO 4,478.672 12.58% Fund FBO FIRST MED IMMEDIATE MED 401K PO BOX 48529 ATLANTA GA 30362-1529 Delaware Select Growth R MG TRUST CO 5,156.870 14.49% Fund CUST FBO OMAHA NEON SIGN INC 700 17TH ST STE 300 DENVER CO 80202-3531 Delaware Select Growth R MLPF&S FOR THE SOLE 12,623.771 35.46% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap Core A MLPF&S FOR THE SOLE 338,437.179 14.04% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap Core C MLPF&S FOR THE SOLE 312,373.501 31.76% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap Core I HOD CARRIERS LOCAL #270 203,292.627 6.03% Fund PENSION TRUST FUND 633 BATTERY ST FL 2 SAN FRANCISCO CA 94111-1815 Delaware Small Cap Core I WACHOVIA BANK 214,397.419 6.36% Fund FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001 Delaware Small Cap Core I UNION BANK TR NOMINEE 432,234.293 12.82% Fund FBO CITRUS AVOCADO PENSION FUND TAFT HARTLEY RET PLAN PO BOX 85484 SAN DIEGO CA 92186-5484 O-23Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Small Cap Core I LINCOLN NATIONAL LIFE 505,204.886 14.98% Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Small Cap Core I UBATCO & CO 1,176,793.386 34.89% Fund FBO COLLEGE SAVINGS GROUP PO BOX 82535 LINCOLN NE 68501-2535 Delaware Small Cap Core R GPC AGENT FOR 26,326.572 5.89% Fund RELIANCE TRUST CO FBO DAVID K & ELLENM SCHMITZ 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Small Cap Core R FRONTIER TRUST CO 40,949.210 9.17% Fund FBO NAGEL PRECISION INC PS 401K PLAN PO BOX 10758 FARGO ND 58106-0758 Delaware Small Cap Core R ING 45,452.151 10.17% Fund ENHANCED K-CHOICE TRUSTEE: RELIANCE TRUST CO 400 ATRIUM DRIVE SOMERSET NJ 08873 Delaware Small Cap Core R LINCOLN NATIONAL LIFE 61,155.360 13.69% Fund INS COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 Delaware Small Cap Core R STATE STREET BANK & 68,001.652 15.22% Fund TRUST CO FBO VARIOUS SYMETRA RETIREMENT PLANS PO BOX 12770 OVERLAND PARK KS 66282-2770 Delaware Small Cap A FRONTIER TRUST CO 54,439.229 7.14% Growth Fund FBO VALERUS 401K SAVS PLAN PO BOX 10758 FARGO ND 58106-0758 Delaware Small Cap A MLPF&S FOR THE SOLE 54,638.434 7.17% Growth Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap B FIRST CLEARING LLC 9,336.495 5.03% Growth Fund LAUREN M NISWENDER IRA FCC AS CUSTODIAN 6615 STEINBECK CT N RIDGEVILLE OH 44039-3363 Delaware Small Cap C MLPF&S FOR THE SOLE 120,379.051 24.94% Growth Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-24Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Small Cap I DMTC C/F THE ROLLOVER IRA OF 65.445 94.12% Growth Fund PATRICIA POLONY WHITEHALL PA 18052 Delaware Small Cap R GPC AS AGENT FOR 6,795.422 5.47% Growth Fund RELIANCE TRUST COMPANY FBO OB-GYNE OF LAKE FOREST EES PS & SAV T PO BOX 79377 ATLANTA GA 30357-7377 Delaware Small Cap R RELIANCE TRUST CO 8,995.554 7.24% Growth Fund CUST FBO DRESILKER ELECTRIC MOTORS PO BOX 48529 ATLANTA GA 30362-1529 Delaware Small Cap R GPC SECURITIES INC AGENT FOR 9,924.912 7.99% Growth Fund RELIANCE TRUST CO FBO GILSANZ MURRAY & STEFICEK 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377 Delaware Small Cap R MLPF&S FOR THE SOLE 10,216.590 8.23% Growth Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap R FRONTIER TRUST CO 11,413.575 9.19% Growth Fund FBO SBWV ARCHITECTS INC 401K PLAN PO BOX 10758 FARGO ND 58106-0758 Delaware Small Cap R RON BECKER 16,519.338 13.30% Growth Fund FBO ALL SEASONS MARKETING INC 401K PSP & TRUST 10001 W ROOSEVELT RD STE 308 WESTCHESTER IL 60154-2662 Delaware Small Cap A MLPF&S FOR THE SOLE 546,365.178 6.04% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Small Cap C CITIGROUP GLOBAL 163,385.511 8.38% Value Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Small Cap C MLPF&S FOR THE SOLE 502,256.118 25.77% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-25Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Small Cap I NFS LLC 34,727.072 7.54% Value Fund FEBO RELIANCE TRUST TTEE PHILADELPHIA GAS WORKS DEFERRED COMP PL 800 W MONTGOMERY AVE PHILADELPHIA PA 19122 Delaware Small Cap I NY LIFE TRUST COMPANY 143,381.142 31.15% Value Fund 169 LACKAWANNA AVE PARSIPPANY NJ 07054-1007 Delaware Small Cap I RS DMC EMPLOYEE MPP PLAN 210,578.743 45.75% Value Fund DELAWARE MANAGEMENT CO EMPLOYEE MONEY PURCHASE PENSION C/O RICK SEIDEL 2005 MARKET ST PHILADELPHIA PA 19103-7042 Delaware Small Cap R MLPF&S FOR THE SOLE 216,746.044 34.94% Value Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A MLPF&S FOR THE SOLE 582,846.383 5.73% Arizona Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B MLPF&S FOR THE SOLE 76,735.280 12.83% Arizona Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free C MLPF&S FOR THE SOLE 179,853.329 27.78% Arizona Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A MLPF&S FOR THE SOLE 656,398.363 11.06% California Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A CITIGROUP GLOBAL 824,212.722 13.89% California Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free B WELLS FARGO INVSTMNTS LLC 25,886.056 5.48% California Fund 625 MARQUETTE AVE FL 13 MINNEAPOLIS MN 55402 O-26 Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Tax-Free B RBC CAPITAL MARKETS CORP 33,421.165 7.08% California Fund FBO BEVERLY FISCHGRUND TTEE FISCHGRUND TRUST 1025 N CRESCENT DR BEVERLY HILLS CA 90210 Delaware Tax-Free B WELLS FARGO INVSTMNTS LLC 45,388.933 9.62% California Fund 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402 Delaware Tax-Free B CITIGROUP GLOBAL 83,964.999 17.79% California Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free C CHARLES SCHWAB & CO INC 95,960.272 7.50% California Fund SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 Delaware Tax-Free C CITIGROUP GLOBAL 121,714.838 9.51% California Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free C MLPF&S FOR THE SOLE 379,533.779 29.67% California Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B MS&CO 14,444.904 5.24% Colorado Fund FBO PATRICK C ALLEN 2468 LOGAN DR LOVELAND CO 80538 Delaware Tax-Free B MLPF&S FOR THE SOLE 20,466.733 7.43% Colorado Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B ESTELLE R GOLDSTEIN TTEE OF 23,508.305 8.54% Colorado Fund THE GOLDSTEIN FAMILY TRUST A 3260 NORTH 12TH STREET GRAND JUNCTION CO 81506 Delaware Tax-Free B NFS LLC 27,004.545 9.80% Colorado Fund FEBO FORREST & ANNETTE MEYER REVOC EDWARD R MEYER 6250 S IOLA CT ENGLEWOOD CO 80111 Delaware Tax-Free C MLPF&S FOR THE SOLE 175,947.437 16.93% Colorado Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL O-27Fund Name Class Shareholders Name and Address Total Shares Percentage JACKSONVILLE FL 32246-6484 Delaware Tax-Free Idaho A UBS FINANCIAL SERVICES INC. 371,884.662 5.16% Fund FBO GROSS FAMILY LIMITED PARTNERSHIP 2455 E WOODSTONE DR HAYDEN ID 83835 Delaware Tax-Free Idaho A MLPF&S FOR THE SOLE 377,329.797 5.24% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free Idaho B WELLS FARGO INVSTMNTS LLC 15,808.100 5.40% Fund 608 2ND AVE S FL 8 MINNEAPOLIS MN 55402 Delaware Tax-Free Idaho C MLPF&S FOR THE SOLE 130,152.903 9.48% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B MLPF&S FOR THE SOLE 81,972.288 10.36% Minnesota Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free C MLPF&S FOR THE SOLE 283,401.592 10.48% Minnesota Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free B U S BANCORP INVSTMNTS INC 2,230.909 7.66% Minnesota Intermediate 60 LIVINGSTON AVE Fund SAINT PAUL MN 55107 Delaware Tax-Free B IRENE EILBERT REV TR 4,361.373 14.97% Minnesota Intermediate NORTH MANKATO MN 56003 Fund Delaware Tax-Free B U S BANCORP INVSTMNTS INC 4,970.089 17.05% Minnesota Intermediate 60 LIVINGSTON AVE Fund SAINT PAUL MN 55107 Delaware Tax-Free B U S BANCORP INVSTMNTS INC 11,116.519 38.15% Minnesota Intermediate 60 LIVINGSTON AVE Fund SAINT PAUL MN 55107 Delaware Tax-Free A BARBARA GOODFRIEND 1,180,225.060 9.39% Money Fund AND ELLIOTT GOODFRIEND VOORHEES NJ 08043 Delaware Tax-Free CC NANCY RHOADES 29,488.200 5.40% Money Fund ATLANTA GA 30309 Delaware Tax-Free CC GREGORY OBRIEN 49,876.580 9.14% Money Fund AND SHARON OBRIEN MEDIA PA 19063 Delaware Tax-Free CC GARY A THOMAS 83,399.070 15.28% O-28Fund Name Class Shareholders Name and Address Total Shares Percentage Money Fund CAMP HILL PA 17011 Delaware Tax-Free CC EDWARD J NOLAN AND GERTRUDE 199,164.920 36.50% Money Fund J NOLAN JT WROS GLENSIDE PA 19038 Delaware Tax-Free New A MLPF&S FOR THE SOLE 172,397.464 8.30% York Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free New A ROBERTA B WENDEL 191,883.491 9.24% York Fund ITHACA NY 14850 Delaware Tax-Free New B FIRST CLEARING, LLC 6,231.980 6.23% York Fund BRYNA COOK SERRAO & JOSEPH SERRAO JT TEN 450 CLINTON ST BROOKLYN NY 11231 Delaware Tax-Free New B CHARLES SCHWAB & CO INC 7,216.165 7.21% York Fund SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 Delaware Tax-Free New B MS&CO 8,264.442 8.26% York Fund FBO PETER M HOROWITZ 376 PRESIDENT ST BROOKLYN NY 11231 Delaware Tax-Free New B ALLISON DESALVO 9,376.457 9.37% York Fund SMITHTOWN NY 11787 Delaware Tax-Free New B EDWARD H NELSON 10,774.465 10.76% York Fund STATEN ISLAND NY 10312 Delaware Tax-Free New B NFS LLC 16,460.973 16.45% York Fund FEBO PAT PASSLOF 80 FORSYTH ST NEW YORK NY 10002 Delaware Tax-Free New B MLPF&S FOR THE SOLE 21,969.776 21.95% York Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free New C NFS LLC 67,552.600 14.37% York Fund FEBO BANK OF AMERICA NA IM JANE STEIN PO BOX 831575 DALLAS TX 75283-1575 Delaware Tax-Free New C MLPF&S FOR THE SOLE 265,829.154 56.55% York Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free A MLPF&S FOR THE SOLE 3,535,263.144 5.59% Pennsylvania Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 O-29Fund Name Class Shareholders Name and Address Total Shares Percentage Delaware Tax-Free A CITIGROUP GLOBAL 3,786,672.511 5.99% Pennsylvania Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free B CITIGROUP GLOBAL 51,148.441 7.45% Pennsylvania Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free C DAVID N ARMS AND 86,377.509 5.25% Pennsylvania Fund JANET E ARMS JT WROS PERKIOMENVLLE PA 18074 Delaware Tax-Free C MLPF&S FOR THE SOLE 164,296.944 9.99% Pennsylvania Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA A CITIGROUP GLOBAL 3,183,822.607 6.45% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA B CITIGROUP GLOBAL 60,119.978 7.93% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA B MLPF&S FOR THE SOLE 104,465.691 13.79% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA C CITIGROUP GLOBAL 104,007.241 5.68% Fund MARKETS, INC. ATTN: PETER BOOTH, 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402 Delaware Tax-Free USA C MLPF&S FOR THE SOLE 656,711.145 35.84% Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA I DMH CORP 102.392 98.28% Fund ATTN RICK SALUS 2005 MARKET ST FL 9 PHILADELPHIA PA 19103-7007 Delaware Tax-Free USA A MLPF&S FOR THE SOLE 8,580,822.267 22.28% Intermediate Fund BENEFIT OF ITS CUSTOMERS ATTENTION: FUND ADMIN 4800 DEER LAKE DR E, 2ND FL JACKSONVILLE FL 32246-6484 Delaware Tax-Free USA B CARMEN S OEFINGER 3,994.781 5.23% Intermediate Fund THE VILLAGES FL 32162 O-30Fund 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-32Fund 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 INVESTMENTS2005 MARKET STREETPHILADELPHIA, PA 19103JOINT SPECIAL MEETING OF SHAREHOLDERS – NOVEMBER 12, 2009[Registrant Listed on Schedule A]THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEESThe undersigned hereby revokes all previous proxies for his/her shares and appoints A n t h o n y G . C i a v a r e l l i , David F. Connor, E m i l i a P . W a n g , a n d Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at theJoint SpecialMeeting of Shareholders of [ Ea ch F un d Lis te d on S ch ed ul e A] ( the “Fund”), a series of [Each Registrant Listed on Schedule A] (the “Trust”), indicated on the reverse side of this proxy card to be held at th e o ff ice s of St ra dl ey R on on St ev en s & Yo un g, LL P, O ne Commerce Square, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on Thursday, November 12, 2009 at 3 :00 p.m. Eastern time, or at any postponement or adjournments thereof, with all the powers which the undersigned would possess if personally present, and instructs them to vote upon any matters which may properly be acted upon at this Meeting and specifically as indicated on the reverse side of this proxy card. Please refer to the proxy statement for a discussion of these matters.RECEIPT OF THE NOTICE OF THE JOINT SPECIAL MEETING OF SHAREHOLDERS AND THE ACCOMPANYING PROXY STATEMENT, WHICH DESCRIBES THE MATTER TO BE CONSIDERED AND VOTED ON, IS HEREBY ACKNOWLEDGED.BY SIGNING AND DATING THIS PROXY CARD, YOU AUTHORIZE THE PROXIES TO VOTE ON THE PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL THIS PROXY CARD AT ONCE IN THE ENCLOSED ENVELOPE.Important notice regarding the availability of proxy materials for the shareholder meeting to be held on November 12, 2009: this proxy statement is available at www.delawareinvestments.com.PLEASE SIGNAND DATE ON THE REVERSE SIDE.PROXY TABULATORP.O. BOX 9112FARMINGDALE, NY 11735To vote by Internet1) Read the Proxy Statement and have the proxy card below at hand. 2) www.proxyvote.com[________].com.3) Follow the instructions provided on the website. To vote by TelephoneTo vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) 1-800-690-6903[xxx-xxxx].3) Follow the instructions. To vote by MailTo 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, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOURRECORDS.DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Vote on Trustees 1. To elect a Board of Trustees for each of the Trusts FOR WITHHOLD FOR ALL ALL ALL EXCEPT Nominees: 01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON 02) PATRICK P. COYNE 05) LUCINDAS. LANDRETH 08) JANET L. YEOMANS 0 0 0 03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. Vote on Approval of Investment Advisory Agreement FOR AGAINST ABSTAIN 2. To approve a new investment advisory agreement between each Fund and Delaware 0 0 0 Management Company, a series of Delaware Management Business Trust THIS PROXYCARDISONLY VALID WHEN SIGNEDAND DATED.PLEASE DATEAND SIGN NAME OR NAMESBELOW AS PRINTEDABOVETOAUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTOR,ADMINISTRATOR,TRUSTEE OROTHERREPRESENTATIVESHOULD GIVE FULL TITLE AS SUCH._________________________________________________ Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateSCHEDULE ATrustFundsDelaware Group Adviser FundsDelaware Diversified Income Fund Delaware U.S. Growth Fund Delaware Group Cash ReserveTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:Delaware Cash Reserve Fund Delaware Group Equity Funds IDelaware Mid Cap Value Fund Delaware Group Equity Funds IIDelaware Large Cap Value Fund KEEP THIS PORTION FOR YOUR RECORDS. Delaware Value®FundDETACH AND RETURN THIS PORTION ONLYDelaware Group Equity Funds IIITHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Delaware American Services Fund Delaware Small Cap Growth FundVote on Approval of Sub-Advisory Agreement Delaware Trend®Fund 1. Group Equity Funds IVManagement Company,Delaware Global Real Estate Securities Fund FORAGAINST ABSTAIN 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 FundsDelaware Foundation®Equity Fund Delaware Aggressive Allocation Portfolio1 Delaware Conservative Allocation Portfolio2Delaware Moderate Allocation Portfolio3Delaware Group Global & International FundsDelaware Emerging Markets Fund Delaware Focus Global Growth Fund Delaware Global Value Fund Delaware International Value Equity Fund Delaware Group Government FundDelaware Core Plus Bond Fund Delaware Inflation Protected Bond Fund Delaware Group Income FundsDelaware Corporate Bond Fund Delaware Extended Duration Bond Fund Delaware High-Yield Opportunities Fund Delaware Group Limited-Term Government FundsDelaware Limited-Term Diversified Income Fund Delaware Group State Tax-Free Income TrustDelaware Tax-Free Pennsylvania Fund Delaware Group Tax-Free FundDelaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money FundDelaware Tax-Free Money Fund Delaware Pooled®TrustDelaware REIT Fund (also known as The Real Estate Investment Trust Portfolio) Voyageur Insured FundsDelaware Tax-Free Arizona Fund Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund Voyageur Mutual FundsDelaware Minnesota High-Yield Municipal Bond Fund Delaware National High-Yield Municipal Bond Fund Delaware Tax-Free California Fund Delaware Tax-Free Idaho Fund Delaware Tax-Free New York Fund Voyageur Mutual Funds IIDelaware Tax-Free Colorado Fund Voyageur Mutual Funds IIIDelaware Large Cap Core Fund Delaware Select Growth Fund Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund