UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.     __))

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[   ] ☑Definitive Additional MaterialsProxy Statement
 
[   ] ☐Definitive Additional Materials
☐Soliciting Material Pursuant to Sec. 240.14a-12
Delaware Group® Adviser Funds
Delaware Group® Cash Reserve
Delaware Group® Equity Funds I
Delaware Group® Equity Funds II
Delaware Group® Equity Funds IV
Delaware Group® Equity Funds V
Delaware Group Foundation Funds®
Delaware Group® Global & International Funds
Delaware Group® Government Fund
Delaware Group® Income Funds
Delaware Group® Limited-Term Government Funds
Delaware Group® State Tax-Free Income Trust
Delaware Group® Tax-Free Fund
Delaware Pooled® Trust
Delaware VIP® Trust
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds
(Name of Registrant as Specified In Its Charter)§240.14a-12

DELAWARE GROUP ADVISER® FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED® TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

(Names of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROXY MATERIALS
DELAWARE GROUP® ADVISER FUNDS
DELAWARE INVESTMENTS® FAMILY OF FUNDSGROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
    Delaware Group® Adviser Funds
Delaware Group® State Tax-Free Income Trust
    Delaware Group® Cash Reserve
Delaware Group® Tax-Free Fund
    Delaware Group® Equity Funds I
Delaware Pooled® Trust
    Delaware Group® Equity FundsDELAWARE GROUP EQUITY FUNDS II
Delaware VIP® Trust
    Delaware Group® Equity Funds IV
Voyageur Insured Funds
    Delaware Group® Equity Funds V
Voyageur Intermediate Tax Free Funds
    Delaware Group Foundation Funds®
Voyageur Mutual Funds
    Delaware Group® Global & International Funds
Voyageur Mutual Funds II
    Delaware Group® Government Fund
Voyageur Mutual Funds III
    Delaware Group® Income Funds
Voyageur Tax Free Funds
    Delaware Group® Limited-Term Government Funds
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED® TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

100 Independence
610 Market Street
Philadelphia, PA 19106-2354

October 22, 2021
Dear Shareholder:
I am writing to let you know that aA joint special meeting (the “Meeting”) of the shareholders of each trust listed above in the Delaware InvestmentsFunds® funds listed above (the by Macquarie complex (each individually, a “Trust,” and collectively, the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time.  The purpose of the Meeting is to vote on several important proposals that affect the Trusts and each series of their separate serieseach Trust as set forth on Appendix A (each individually, a “Fund”“Fund,” and collectively the “Funds”) will be held via webcast on December 17, 2021 at 10:30 am, ET (the “Meeting”).  You are receiving this letter because you were a shareholder of record of at least one Fund as of October 4, 2021 (the “Record Date”).
The Meeting is being held to approve to the election of thirteen (13) trustees to the Board of Trustees of each Trust.
The Board of Trustees of each Trust has approved, and your investmentunanimously recommends that you vote FOR, all trustee nominees.
Detailed information about the proposal is contained in one or morethe enclosed materials. Please review and consider the enclosed materials carefully, and then please take a moment to vote.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of them.  Theour shareholders, employees, and community, the Meeting will be held concurrently with the meetingsa completely virtual meeting of shareholders, of other funds withinwhich will be conducted exclusively by webcast. You are entitled to participate in the Delaware Investments® Family of Funds.  AsMeeting only if you were a shareholder you haveof a Fund as of the opportunity to voice your opinionclose of business on the matters that affectRecord Date, or if you hold a valid proxy for the Meeting. Shareholders will be able to attend and participate in the Special Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MV5Z5XA on the meeting date and time described in the accompanying proxy statement.  To participate in the Special Meeting, you will need to log on using the control number from your Fund(s).  This package contains information aboutproxy card or Meeting notice.  The control number can be found in the proposals andshaded box. There is no physical location for the materialsMeeting.

Whether or not you plan to use when voting by mail, telephone, or throughattend the Internet.
Please read the enclosed materials and castvirtual Meeting, your vote is needed.
Attendance at the Meeting will be limited to shareholders of the Fund as of the close of business on Record Date. You are entitled to notice of, and to vote at, the proxy card(s) or by telephone or viaMeeting and any adjournment of the Internet.  Please vote yourMeeting, even if you no longer hold shares promptly.of the Fund. Your vote is extremely important no matter how large or smallmany shares you own. It is important that your holdings may be.
The proposals have been carefully reviewed byvote be received no later than the Boards of Trusteestime of the Trusts.  The Trustees, all but one of whom are not affiliated with Delaware Investments®, are responsible for protecting your interests as a shareholder.  The Trustees believe these proposals are in the best interests of shareholders.Meeting.

                The Trustees recommend that you vote FOR each proposal.

The enclosed overview is provided to assist you in understanding the proposals.  Each of the proposals is described in greater detail in the enclosed Proxy Statement.

Voting is quick and easy. Everything you need is enclosed. To castYou may vote by completing and returning your proxy card/voting instruction form in the enclosed postage-paid return envelope, by calling the toll-free telephone number listed on the enclosed proxy card/voting instruction form, or by visiting the Internet website listed on the enclosed proxy card/voting instruction form. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card/voting instruction form you receive. If we do not hear from you, our proxy solicitor, Computershare, may contact you. This will ensure that your vote simply completeis counted even if you cannot or do not wish to attend the proxy card(s) enclosed in this package.  Be sure to sign the card(s) before mailing it (them) in the postage-paid envelope.  You may also vote your shares by touch-tone telephone or through the Internet.  Simply call the toll-free number or visit the Web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.
Meeting. If you have any questions before you vote, please call [PROXY SOLICITOR],about the Funds’ proxy solicitor, at [PROXY SOLICITOR PHONE NUMBER].  [PROXY SOLICITOR] will help you get your vote in quickly.  You may also receive a telephone call from [PROXY SOLICITOR] reminding youproposal or how to vote, your shares.you may call Computershare at 866-963-6125 and a representative will assist you.
Your vote is important to us. Thank you for your participation in this important initiative.response and for your investment.
Sincerely,
Shawn K. Lytle
President of the Trusts
 
Sincerely,
/s/ Patrick P. Coyne
Patrick P. Coyne
Chairman, President, and Chief Executive Officer
[PROXY DATE]



DELAWARE GROUP® ADVISER FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED® TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

100 Independence
610 Market Street
Philadelphia, PA 19106-2354



NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on March 31, 2015



NOTICE IS HEREBY GIVEN that a joint special meeting of the shareholders of each trust listed above of the Delaware Funds by Macquarie complex (each individually, a “Trust,” and collectively, the “Trusts”) and each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) will be held via webcast on December 17, 2021 at 10:30 am ET (the “Meeting”).  At the Meeting, shareholders will be asked to consider and vote upon the following proposal (the “Proposal”) and to act upon any other business which may properly come before the Meeting or any adjournment or postponement thereof:


Shareholders
To the Shareholders of:Entitled to Vote
Proposal:
 
    Delaware Group® Adviser Funds
Delaware Group® State Tax-Free Income Trust
    Delaware Group® Cash Reserve
Delaware Group® Tax-Free Fund
    Delaware Group® Equity Funds I
Delaware Pooled® Trust
    Delaware Group® Equity Funds II
Delaware VIP® Trust
    Delaware Group® Equity Funds IV
Voyageur Insured Funds
    Delaware Group® Equity Funds V
Voyageur Intermediate Tax Free Funds
    Delaware Group Foundation Funds®
Voyageur Mutual Funds
    Delaware Group® Global & International Funds
Voyageur Mutual Funds II
    Delaware Group® Government Fund
Voyageur Mutual Funds III
    Delaware Group® Income Funds
Voyageur Tax Free Funds
    Delaware Group® Limited-Term Government Funds
NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of shareholders of the open-end registered investment companies listed above (each, a “Trust” and collectively, the “Trusts”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:
           1.           To electElect Thirteen (13) Trustees to the Board of Trustees for each of the Trusts.  The nominees for election to the Boards of Trustees are:
Thomas L. BennettLucinda S. Landreth
Ann BorowiecFrances A. Sevilla-Sacasa
Joseph W. ChowThomas K. Whitford
Patrick P. CoyneJanet L. Yeomans
John A. FryJ. Richard Zecher

           2.           To approve the implementation of a new “manager of managers” order for each separate series of the Trusts (each, a “Fund” and collectively, the “Funds”).
   3.           To revise the fundamental investment restriction relating to lending for each Fund.
   4.           To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve.
   5(a).      To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares.
     (b).      To revise provisions
All shareholders of each Trust’s Agreement and Declaration of Trust, related to shareholder disclosure of certain information upon board demand.voting separately
The Board of Trustees of each Trust (collectively, the “Board”) has approved, and unanimously recommends that you vote FOR, all nominees in the Proposal.
The Proposal is discussed in greater detail in the enclosed joint proxy statement. Please read the joint proxy statement carefully for information concerning the Proposal. The enclosed materials contain the Notice of Meeting of Shareholders, joint proxy statement and proxy card(s)/voting instruction form(s). A proxy card/voting instruction form is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to your Fund(s). If you complete, sign and return the proxy card/voting instruction form, we will vote it as you indicated. If you simply sign, date and return the enclosed proxy card/voting instruction form, but do not specify a vote, your proxy will be voted FOR the Proposal and FOR each trustee nominee.
Shareholders of record of the Fund at the close of business on October 4, 2021 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting and any adjournments, postponements or delays thereof. It is important that your shares be voted at the Meeting. You may vote by telephone, Internet or by completing the enclosed proxy card(s)/voting instruction form(s) and returning it in the accompanying envelope as promptly as possible. You may also vote by attending the Meeting via webcast.
REGARDLESS OF WHETHER YOU PLAN TO PARTICIPATE IN THE MEETING VIA WEBCAST, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM.

If you attend the Meeting via webcast and wish to vote at that time, you will be able to do so and your vote at the Meeting will revoke any proxy you may have submitted. Merely attending the Meeting via webcast, however, will not revoke a previously given proxy.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Meeting only if you were a shareholder of a Fund as of the close of business on the Record Date, or if you hold a valid proxy for the Meeting. Shareholders will be able to attend and participate in the Special Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MV5Z5XA on the meeting date and time described in the accompanying proxy statement.  To participate in the Special Meeting, you will need to log on using the control number from your proxy card or Meeting notice.  The control number can be found in the shaded box. There is no physical location for the Meeting.
YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY SHARES YOU OWN, PLEASE SEND IN THE PROXY CARD/VOTING INSTRUCTION FORM, OR VOTE BY TELEPHONE OR THE INTERNET TODAY.
  
Important Notice Regarding the Internet Availability of Proxy Materials for the Meeting.  This Notice and the joint proxy statement and prospectus are available on the internet at delawarefunds.com/DFBMproxy. On this webpage, you will be able to access the Notice, the joint proxy statement and prospectus, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.  We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
     (c).      To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies.
Shareholders of record of the Trusts as of the close of business on January 22, 2015 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.  Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(s) by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet.  Your vote is important.
By orderOrder of the Boards of Trustees
 
/s/ Patrick P. Coyne
Shawn K. Lytle
President of the Trusts
Patrick P. CoyneOctober 22, 2021

JOINT PROXY STATEMENT

For

DELAWARE GROUP® ADVISER FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX FREE FUND
DELAWARE POOLED® TRUST
DELAWARE VIP® TRUST
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS

100 Independence
610 Market Street
Philadelphia, PA 19106-2354

Dated: October 22, 2021

Chairman,
JOINT PROXY STATEMENT
FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 17, 2021



This joint proxy statement (“Joint Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by the Boards of Trustees (each a “Board,” and collectively, the “Board” or the “Boards”) of the each of the trusts listed above (each individually, a “Trust,” and collectively, the “Trusts”) on behalf of each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) to be held via webcast on December 17, 2021 at 10:30 am ET (the “Meeting”).
The Joint Proxy Statement provides you with information you should review before voting on the matters listed in the Notice of the Joint Special Meeting of Shareholders. Much of the information in this Joint Proxy Statement is required under rules of the U.S. Securities and Exchange Commission (“SEC”). If there is anything you do not understand, please contact Computershares at 866-963-6125. This Joint Proxy Statement, the Notice of the Joint Special Meeting of Shareholders and related proxy card(s)/voting instruction form(s) will be mailed to shareholders of the Funds beginning on or about October 25, 2021.
Proposal/Shareholders Entitled to Vote
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The Meeting is being called to ask shareholders to consider and vote on the following proposal (the “Proposal”), which is described more fully below:

Shareholders
Entitled to Vote
Proposal:
To Elect Thirteen (13) Trustees to the Board of Trustees of each Trust
All shareholders of each Trust, voting separately
The Board has unanimously approved, and recommends that you vote FOR, all nominees.

Shareholders of record of the Fund as of the close of business on October 4, 2021 (the “Record Date”) are entitled to attend and to vote at the Meeting.  As of the Record Date, the number of shares of each Fund outstanding and entitled to vote at the Meeting is set forth on Appendix B.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meeting will be conducted exclusively via webcast. Instructions on how to vote whether you expect to attend the Meeting or not are provided under the section “VOTING PROCEDURES—How do I vote?” section of this Joint Proxy Statement.
TO ASSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD(S)/VOTING INSTRUCTION FORM(S). A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE THROUGH THE INTERNET AT THE WEBSITE ADDRESS PRINTED ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM.
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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
Below is a brief overview of the matter to be voted on at the Meeting. Your vote is important, no matter how large or small your holdings may be. Please read the full text of this Joint Proxy Statement, which contains additional information about the Proposal, and keep it for future reference.
PROPOSAL: TO ELECT THIRTEEN (13) TRUSTEES TO THE BOARD OF TRUSTEES OF EACH TRUST
Why am I being asked to elect new Trustees?
Currently, the Board of Trustees of each Trust has ten members, nine of whom are Independent Trustees (as defined below).  The Board has determined to increase the size of the Board of each Trust to thirteen members, to be comprised of the ten existing trustees of each Trust and three nominees who served as trustees of the Ivy Funds complex prior to the acquisition of the parent company of the Ivy Funds’ investment adviser, Waddell & Reed Financial, Inc., by Macquarie Asset Management, the asset management division of Macquarie Group (“Macquarie”) and an affiliate of the Funds’ investment adviser, Delaware Management Company (“DMC”).  In order to satisfy the board composition requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Funds’ shareholders must approve the selection of the trustee nominees.  Among other things, the Board considered the background and experience of each trustee nominee, including each trustee nominee’s experience with the Delaware Funds by Macquarie or the Ivy Funds, and determined that each trustee nominee would provide valuable continuity and enhance the Board’s oversight of the Funds.  Information about the trustee nominees, including age, principal occupations during the past five years, and other information, such as the trustee nominees’ experience, qualifications, attributes, or skills, is set forth in this Joint Proxy Statement.
VOTING PROCEDURES
Why did you send me this booklet?
You are receiving this booklet because you were a shareholder of one or more Funds as of the close of business on October 4, 2021 (the “Record Date”).  This booklet includes the Joint Proxy Statement. It provides you with information you should review before providing voting instructions on the matters listed above.  The words “you” and “shareholder” are used in this Joint Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.
Who is asking for my vote?
The Board has sent a Joint Proxy Statement to you and all other shareholders of record who have a beneficial interest in a Fund as of the Record Date. The Board is soliciting your vote for the Proposal discussed herein.
Who is eligible to vote?
Shareholders holding an investment in shares of any of the Funds as of the close of business on the Record Date are eligible to vote. Shareholders of the Funds on the Record Date will be entitled to one vote for each share (and a proportional fractional vote for each fraction of a share held.)  No shares have cumulative voting rights in the election of Trustees.
Delaware VIP Trust (“Delaware VIP”) sells its shares only to the separate accounts of certain select insurance companies (“Participating Insurance Companies”) to fund certain variable life insurance policies and variable annuity contracts (“Policies”).  These shares are currently sold only to variable life insurance separate accounts and variable annuity separate accounts (hereinafter collectively referred to as the “Variable Accounts”) as a funding vehicle for the Policies offered by the Variable Accounts of Participating Insurance Companies. Each of the Variable Accounts has a sub-account (“Sub-Account”), the assets of which are invested in shares of Delaware VIP Funds.
Owners of the Policies issued by each Participating Insurance Company (“Policyowners”) who select a portfolio for investment through a Variable Account have a beneficial interest in a Delaware VIP Fund, but do not invest directly in or hold shares of a Delaware VIP Fund. The Participating Insurance Company that uses a Delaware VIP Fund as an investment option is, in most cases, the actual shareholder of the Delaware VIP Fund and, as the legal owner of the Delaware VIP Fund’s shares, has voting power with respect to the shares.  Each Participating Insurance company is
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the legal owner of all Delaware VIP Fund shares held by the Variable Accounts of that Participating Insurance Company. In accordance with its view of applicable law, each Participating Insurance Company is soliciting voting instructions from its Policyowners with respect to all matters to be acted upon at the Meeting. The Policyowners permitted to give instructions for the Delaware VIP Fund and the number of Fund shares for which instructions may be given will be determined as of the Record Date for the Meeting. The numbers of votes which a Policyowner has the right to instruct will be calculated separately for each Variable Account. That number will be determined by applying the Policyowner’s percentage interest, if any, in the Sub-Account holding shares of the Fund to the total number of votes attributable to that Sub-Account. All Delaware VIP Fund shares held by the Variable Accounts of a Participating Insurance Company will be voted in accordance with voting instructions received from its Policyowners. Each Participating Insurance Company will vote Delaware VIP Fund shares attributable to its Policies as to which no timely instructions are received, and any Delaware VIP Fund shares held by that Participating Insurance Company as to which Policyowners have no beneficial interest, in proportion to the voting instructions, including abstentions, which are received with respect to its Policies participating in the Delaware VIP Fund. The effect of such proportional voting is that a small number of Policyowners may determine the outcome of the vote.
For purposes of this Joint Proxy Statement, the terms “shareholder,” “you,” and “your” may refer to Policyowners and to Variable Accounts and Participating Insurance Companies, as direct owners of shares of the Delaware VIP Funds, and any other direct shareholders of the Funds, unless the context otherwise requires.
How do I vote?
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Meeting only if you were a shareholder of a Fund as of the close of business on the Record Date, or if you hold a valid proxy for the Meeting.  Shareholders will be able to attend and participate in the Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MV5Z5XA on the meeting date and time described in the accompanying proxy statement.  To participate in the Special Meeting, you will need to log on using the control number from your proxy card or meeting notice.  The control number can be found in the shaded box. There is no physical location for the Special Meeting.
If you do not expect to be present at the Meeting via webcast and wish to vote your shares, please vote your proxy in accordance with the instructions included on the enclosed proxy card(s)/voting instruction form(s). If your proxy is properly returned, shares represented by it will be voted at the Meeting in accordance with your instructions for the Proposal. If your proxy is properly executed and returned and no choice is specified on the proxy card(s)/voting instruction form(s) with respect to the Proposal, the proxy will be voted FOR the approval of each trustee nominee and in accordance with the judgment of the person appointed as proxy upon any other matter that may properly come before the Meeting. Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail or the Internet or by attending the Meeting via webcast and voting at the Meeting. If you revoke a previous proxy, your vote will not be counted unless you attend the Meeting via webcast and vote or legally appoint another proxy to vote on your behalf.
If you are a registered shareholder, you do not need to register to attend the Meeting virtually on the Internet. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting virtually on the Internet.
To register to attend the Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy.  Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., ET, 3 business days prior to the Meeting date.
Requests for registration should be directed to us by emailing an image of your legal proxy, to shareholdermeetings@computershare.com.
The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the
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start time. A link on the meeting page will provide further assistance should you need it or you may call 888-724-2416 or 781-575-2748.
How can I obtain more information about the Funds?
Copies of each Trust’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. This Joint Proxy Statement should be read in conjunction with each Annual Report. You can obtain copies of the Annual Reports, without charge, by writing to the respective Trust or to Delaware Distributors, L.P. at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, or by calling 800-523-1918. You should receive the reports within three business days of your request. Copies of these reports are also available free of charge at www.delawarefunds.com.


5

PROPOSAL 1
TO ELECT THIRTEEN (13) TRUSTEES TO THE BOARD OF TRUSTEES OF EACH TRUST
Introduction
Currently, the Board of Trustees of each Trust has ten members, nine of whom are Independent Trustees (as defined below).  The Board has determined to increase the size of the Board of each Trust to thirteen members, to be comprised of the ten existing trustees of each Trust and three nominees who served as trustees of the Ivy Funds complex prior to the acquisition of the parent company of the Ivy Funds’ investment adviser, Waddell & Reed Financial, Inc., by Macquarie Asset Management, the asset management division of Macquarie Group (“Macquarie”) and an affiliate of the Funds’ investment adviser, Delaware Management Company (“DMC”)..  In order to satisfy the board composition requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Funds’ shareholders must approve the selection of the trustee nominees. Among other things, the Board considered the background and experience of each trustee nominee, including each trustee’s experience with the Delaware Funds by Macquarie and the Ivy Funds, and determined that each trustee nominee would provide valuable continuity and enhance the Board’s oversight of the Funds.
At the Meeting, shareholders of each Trust will be asked to elect the following nominees to serve as Trustees on the Board of each Trust: Jerome D. Abernathy, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Sandra A. J. Lawrence, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, Janet L. Yeomans, and Shawn K. Lytle (the “Trustee Nominees”).
The Board currently consists of ten Trustees: Jerome D. Abernathy, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, Janet L. Yeomans, and Shawn K. Lytle (the “Current Trustees”).
If each Trustee Nominee is approved, the Board of each Trust would consist of thirteen Trustees.  Of the ten Current Trustees, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Frances A. Sevilla-Sacasa, Thomas K. Whitford and Janet L. Yeomans have previously been elected to the Board by Fund shareholders.  In addition to the Trustee Nominees who are Current Trustees, it is proposed that three additional Trustee Nominees — Joseph Harroz, Jr., Sandra A. J. Lawrence, and H. Jeffrey Dobbs — be added to the Board if elected by Fund shareholders.   Except for Mr. Lytle, none of the Trustee Nominees are an “interested person” of the Trusts (as such term is defined in the 1940 Act) (the “Independent Trustees”).  Should Mr. Lytle be elected to the Board of each Trust by that Trust’s shareholders, he would be considered an “interested” Trustee because of his position with Macquarie (the “Interested Trustee”).
At a meeting held on August 11-12, 2021, the Board, at the recommendation of the Trusts’ Nominating and Corporate Governance Committee, which is comprised solely of Independent Trustees, nominated each Trustee Nominee for election to the Board of each Trust.
Information about the Trustee Nominees
The persons named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) FOR the election of each Trustee Nominee set forth below.  All Trustee Nominees have indicated that they will serve on the Board, and the Board has no reason to believe that any of them will become unavailable to continue to serve as Trustees.  If a Trustee Nominee is unavailable to serve for any reason, the persons named as proxies will vote for such other Trustee Nominees nominated by the Independent Trustees.  Under the Declarations of Trust and By-laws, a Trustee may serve as a Trustee until he or she dies, resigns or is removed from office.
Independent Trustee Nominees
The twelve Independent Trustee Nominees, their term of office and length of time served (as applicable), their principal business occupations during the past five years, the number of portfolios overseen by the Trustee Nominees
6
(or the number of portfolios they will oversee should they be elected by shareholders, as applicable) and other directorships, if any, held by the Trustee Nominees are shown below.

NAME,
ADDRESS AND
YEAR OF BIRTH
POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS
TRUSTEE
SINCE
PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS
NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN
OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS
Interested Trustee
Shawn K. Lytle1
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1970
President, Chief Executive Officer, and Trustee
President and Chief Executive Officer
[PROXY DATE] since August 2015
 
To secure the largest possible representationTrustee since September 2015
Global Head of Macquarie Investment Management (January 2019-Present); Head of Americas of Macquarie Group (December 2017-Present); Deputy Global Head of Macquarie Investment Management (2017-2019); Head of Macquarie Investment Management Americas (2015-2017)150None
Independent Trustees
Jerome D. Abernathy
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1959
TrusteeSince January 2019Managing Member, Stonebrook Capital Management, LLC (financial technology: macro factors and to save the expense of further mailings, please mark your proxy card(s), sign,databases) (January 1993–Present)150None
Thomas L. Bennett
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1947
Chair and return it (them) in the enclosed envelope, which requires no postage if mailed within the United States.  If you prefer, you may instead vote by telephone or the Internet.  You may revoke your proxy at any time before or at the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement.
Trustee
Trustee since March 2005
 
SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE FUND WILL RECEIVE PROXY CARDS AND/OR PROXY MATERIALS FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES OWNED.Chair since March 2015
Private Investor (March 2004–Present)150None
Ann D. Borowiec

100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1958
TrusteeSince March 2015Private Investor (2013-Present)

Chief Executive Officer, Private Wealth Management (2011–2013) and Market Manager, New Jersey Private Bank (2005–2011)—J.P.Morgan Chase & Co.		150
Director—Banco Santander International (October 2016–December 2019)
 
Director—Santander Bank,

N.A. (December 2016–
PROXY STATEMENT
BRIEF OVERVIEW4
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES9
INTRODUCTION TO PROPOSAL 1December 2019)
9
WHO ARE THE TRUSTEE NOMINEES?
9
HOW ARE NOMINEES FOR TRUSTEE SELECTED?
9
HOW OFTEN DO THE BOARDS MEET AND HOW ARE THE TRUSTEES COMPENSATED?
10
WHO ARE THE PRINCIPAL OFFICERS OF THE TRUSTS?
10
WHAT ARE THE STANDING COMMITTEES OF THE BOARDS?
10
WHO ARE THE TRUSTS’ INDEPENDENT AUDITORS?
11
WHAT IS A QUORUM AND WHAT IS THE REQUIRED VOTE TO ELECT TRUSTEES?
12
PROPOSAL 2: NEW MANAGER OF MANAGERS RELIEF14
INTRODUCTION TO PROPOSAL 2
14
EFFECT OF PROPOSAL 2 WITH RESPECT TO DELAWARE POOLED TRUST’S INTERNATIONAL EQUITY PORTFOLIO ONLY
15
QUORUM AND REQUIRED VOTE
16
PROPOSAL 3:  AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO LENDING17
INTRODUCTION TO PROPOSAL 3
17
QUORUM AND REQUIRED VOTE
18
PROPOSAL 4: AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATED TO CONCENTRATION (DELAWARE CASH RESERVE FUND ONLY)19
INTRODUCTION TO PROPOSAL 4
19
QUORUM AND REQUIRED VOTE
20
PROPOSALS 5(A)—(C): AMENDMENTS TO FUND CHARTER DOCUMENTS21
INTRODUCTION TO PROPOSALS 5(A) THROUGH 5(C)
21
PROPOSAL 5(A)
21
PROPOSAL 5(B)
21
PROPOSAL 5(C)
22
QUORUM AND REQUIRED VOTE
24
VOTING INFORMATION26
HOW WILL SHAREHOLDER VOTING BE HANDLED?
26
HOW DO I ENSURE MY VOTE IS ACCURATELY RECORDED?
26
MAY I REVOKE MY PROXY?
27
WHAT OTHER MATTERS WILL BE VOTED UPON AT THE MEETING?
27
WHO IS ENTITLED TO VOTE?
27
WHAT IS THE QUORUM REQUIREMENT?
27
WHO WILL PAY THE EXPENSES OF THE MEETING?
27
WHAT OTHER SOLICITATIONS WILL BE MADE?
27
WHY DID MY HOUSEHOLD RECEIVE ONLY ONE COPY OF THIS PROXY STATEMENT?
28
HOW DO I SUBMIT A SHAREHOLDER PROPOSAL FOR INCLUSION IN A TRUST’S PROXY STATEMENT FOR A FUTURE SHAREHOLDERMEETING?
28
HOW MAY I COMMUNICATE WITH THE BOARDS?
29
MORE INFORMATION ABOUT THE FUNDS29
PRINCIPAL HOLDERS OF SHARES30
APPENDICES TO PROXY STATEMENT30
Joseph W. Chow
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1953
Trustee
 
 
 
 
Since January 2013
Private Investor (April 2011–Present)150
iDirector and Audit Committee Member—Hercules Technology
Growth Capital, Inc. (July 2004–July 2014)
H. Jeffrey Dobbs
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1955
 Trustee Nominee N/A Private Investor (2015-Present)

Global Sector Chairman, Industrial Manufacturing—KPMG LLP (2010-2015)		 150
Trustee—Ivy Funds, InvestEd and Ivy VIP Funds (2019-2021)
Director—Valparaiso University (2012-Present)
Director—TechAccel LLC (2015-Present) (Tech R&D)
7
NAME,
ADDRESS AND
YEAR OF BIRTH
 
 POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS		 TRUSTEE
SINCE		 PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS
NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN
 OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS






Board Member—Kansas City Repertory Theatre (2015-Present)
 
Board Member—PatientsVoices, Inc. (technology) (2018-Present)
Kansas City Campus for Animal Care (2018-Present)
John A. Fry
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1960
TrusteeSince January 2001
President—Drexel University (August 2010–Present)
President—Franklin & Marshall College (July 2002–June 2010)
150
Director; Compensation
Committee and Governance Committee Member—Community Health Systems (May 2004–Present)
Director and Audit Committee Member— vTv Therapeutics Inc. (2017–Present)
Director and Audit Committee Member—FS Credit Real Estate Income Trust, Inc. (2018–Present)
Director and Audit Committee Member—Federal Reserve Bank of Philadelphia (January
2020–Present)
Joseph Harroz, Jr.
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1967
 Trustee Nominee N/A
President (2020-Present), Interim President (2019-2020), Vice President (2010-2019) and Dean (2010-2019)—College of Law, University of Oklahoma
Managing Member—Harroz Investments, LLC, (commercial enterprises) (1998-2019)
Managing Member—St. Clair, LLC (commercial enterprises) (2019-Present)
 150
Trustee—Ivy Funds, InvestEd and Ivy VIP Funds (1998-2021)
Director and Shareholder—Valliance Bank (2007-Present)
Director—Foundation Healthcare (formerly Graymark HealthCare) (2008-2017)
Trustee—the Mewbourne Family Support Organization (non-profit) (2006-Present) (non-profit)
Independent Director—LSQ Manager, Inc. (real estate) (2007-2016)

Director—Oklahoma Foundation for Excellence (non-profit) (2008-Present)
APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT32
APPENDIX B – TRUSTEE NOMINEES34
APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER37
APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES40
APPENDIX E — TRUSTEE COMPENSATION43
APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS44
APPENDIX G – AUDITOR INFORMATION45
APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURES47
APPENDIX I – TRUSTEES AND OFFICERS OF DMC54
APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING65
APPENDIX K — 1% SHARE OWNERSHIP70
APPENDIX L — 5% SHARE OWNERSHIP71
[FORM OF PROXY CARD]72

 
Independent Chairman and Trustee—WRA Funds (Independent Chairman: 2015-2018; Trustee: 1998-2018)
ii
8
NAME,
ADDRESS AND
YEAR OF BIRTH

POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS		TRUSTEE
SINCE		PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS		 NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN		OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS
Sandra A. J. Lawrence
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1957
Trustee NomineeN/A
Private Investor (2019-Present)
Formerly, Chief Administrative Officer—Children’s Mercy Hospitals and Clinics (2016-2019); and CFO—Children’s Mercy Hospitals and Clinics (2005-2016)
150
Trustee—Ivy Funds, InvestEd and Ivy VIP Funds (2019-2021)
Director, Hall Family Foundation (1993-Present)
Director, Westar Energy (utility) (2004-2018)
Trustee, Nelson-Atkins Museum of Art (non-profit) (2007-2020)
Director, Turn the Page KC (non-profit) (2012-2016)
Director, Kansas Metropolitan Business and Healthcare Coalition (non-profit) (2017-2019)
Director, National Association of Corporate Directors (non-profit) (2017-Present)
Director, American Shared Hospital Services (medical device) (2017-Present)
Director, Evergy, Inc., Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company, Westar Energy, Inc. and Kansas Gas and Electric Company (related utility companies) (2018-Present)
Director, Stowers (research) (2018); CoChair, Women Corporate, Directors (director education) (2018-2020)
Frances A. Sevilla-Sacasa
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1956
TrusteeSince September 2011
Private Investor
(January2017–Present)
Chief Executive Officer— Banco Itaú International
(April 2012–December 2016)
Executive Advisor to Dean (August 2011–March2012) and Interim Dean (January 2011–July 2011)—
 150
Trust Manager and Audit
Committee Chair—Camden Property Trust (August 2011–Present)
Director; Audit and Compensation Committee—Callon Petroleum Company (December 2019–Present)
Director; Audit Committee
9
NAME,
ADDRESS AND
YEAR OF BIRTH
 
POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS
DELAWARE INVESTMENTS® FAMILY OF FUNDS
JOINT PROXY STATEMENT
Dated [PROXY DATE]
TRUSTEE
    Delaware Group® Adviser Funds
Delaware Group® State Tax-Free Income Trust
    Delaware Group® Cash Reserve
Delaware Group® Tax-Free Fund
    Delaware Group® Equity Funds I
Delaware Pooled® Trust
    Delaware Group® Equity Funds II
Delaware VIP® Trust
    Delaware Group® Equity Funds IV
Voyageur Insured Funds
    Delaware Group® Equity Funds V
Voyageur Intermediate Tax Free Funds
    Delaware Group Foundation Funds®
Voyageur Mutual Funds
    Delaware Group® Global & International Funds
Voyageur Mutual Funds II
    Delaware Group® Government Fund
Voyageur Mutual Funds III
    Delaware Group® Income Funds
Voyageur Tax Free Funds
    Delaware Group® Limited-Term Government Funds
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on March 31, 2015:  this proxy statement is available at delawareinvestments.com/proxy.

This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a joint special meeting of shareholders (the “Meeting”) of the registered open-end management investment companies listed above (each, a “Trust” and collectively, the “Trusts”), along with other registered investment companies in the Delaware Investments® Family of Funds, each of which is issuing proxy solicitation materials.  Each of the separate funds within a Trust is referred to as a “Fund” and they are collectively referred to as the “Funds.”  The Meeting was called by the Boards of Trustees of the Trusts (each, a “Board” and collectively, the “Boards”) to vote on the following proposals (the “Proposals”), each of which is described more fully below:
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 the implementation of a new “manager of managers” order.Shareholders of each Fund, voting separately from shareholders of each other Fund.
3.   To revise the fundamental investment restriction relating to lending.Shareholders of each Fund, voting separately from shareholders of each other Fund.
4.   To revise the fundamental concentration restriction to remove the reference to banking instruments.
Shareholders of the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve.
1
SINCE
 
PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS		NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN		OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS




University of Miami School of Business Administration
 
President—U.S. Trust Bank of America Private Wealth
Management (Private Banking) (July 2007–December 2008)


Member—Carrizo Oil & Gas, Inc.(March 2018–December 2019)
Thomas K. Whitford
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
1956
TrusteeSince January 2013
Private Investor (2013-Present)
Vice Chairman (2010–April 2013)—PNC Financial Services Group
150
Director—HSBC North
America Holdings Inc.
(December 2013–Present)
 
ProposalWho votes on the Proposal?
5.(a) To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares.
   (b) To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.
   (c) To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies.
Shareholders of each Trust, with shareholders of all Funds of such Trust voting collectively.
Director—HSBC USA Inc. (July 2014–Present)
 
The principal offices of the Trusts are located at 2005 Market Street, Philadelphia, Pennsylvania 19103.  You can reach the offices of the Trusts by telephone by calling 800 523-1918.  Each Trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).  A list of the Funds of each Trust is set forth in Appendix [A].Director—HSBC Bank
USA, National Association
(July 2014–March 2017)
 
The Meeting will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005Director—HSBC Finance
Corporation (December 2013–April 2018)
Christianna Wood
100 Independence,
610 Market Street 26th Floor,
Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time.  Only Fund shareholders will be admitted to the Meeting.  The Boards, on behalf of each Fund, are soliciting these proxies.  This Proxy Statement is first being sent to shareholders on or about [PROXY DATE].PA
19106-2354
This Proxy Statement gives you information about the Trustees, the Proposals, and other matters that you should know before voting.  The Board of each Trust has determined that the joint use of this Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of all of the Funds.1959
Each Fund’s annual report to shareholders is sent to shareholders of record following the Fund’s fiscal year end.  Each Fund will furnish, without charge, a copy of its most recent annual report and most recent succeeding semiannual report, if any, to a shareholder upon request.  Such requests should be directed to a Fund by calling 800 523-1918 or by writing to the Fund at Attention: Shareholder Services, P.O. Box 9876, Providence, RI 02940-8076 by regular mail or 4400 Computer Drive, Westborough, MA 01581-1722 by overnight courier service.  Each Fund’s most recent annual report and most recent succeeding semiannual report, if any, are also available free of charge through the Funds’ Web site at delawareinvestments.com.
Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary.  Each Fund will promptly send a separate copy of such documents to any shareholder upon request.  To
2
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.

3

BRIEF OVERVIEW
Important information to help you understand the Proposals.
Below is a brief overview of the Proposals to be voted upon.  The Proposals are described in greater detail in the enclosed proxy statement.  Your vote is important, no matter how large or small your holdings may be.
What Proposals am I being asked to vote on?
You are being asked to vote on the following Proposals:
1.           To elect a Board of Trustees.
2.           To approve the implementation of a new “manager of managers” order.
3.           To revise the fundamental investment restriction relating to lending.
4.           To revise the fundamental concentration restriction to remove the reference to banking instruments (for Delaware Cash Reserve Fund shareholders only).
5. (a)         To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares.
(b)         To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.
(c)         To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies.

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

Proposal 1:                      To elect a Board of Trustees.
What is the role of the Board of Trustees?
Each Trust is governed by a Board of Trustees, which has oversight responsibility for the management of the Trust’s business affairs.  Trustees establish procedures and oversee and review the performance of the investment advisor, the distributor, and others who perform services for the Trust.  Each of the Trusts’ Board of Trustees is comprised of the same Trustees.
Who are the
Trustee Nominees and how were they selected?
Nine of the 10 Trustee Nominees standing for election are presently members of the Boards of Trustees for the Trusts. Each Board of Trustees’ Nominating and Corporate
4

Governance Committee considered the qualifications of prospective Board members and recommended that the Trustee Nominees be elected.  Each Board of Trustees has nominated and selected the Trustee Nominees and recommends that the Trustee Nominees be elected.

Proposal 2:                      To approve the implementation of a new “manager of managers” order.
What is Proposal 2?
Proposal 2 relates to a type of exemptive relief granted by the U.S. Securities and Exchange Commission, known as a “manager of managers” order, that allows funds to hire sub-advisors and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment advisor has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisors and recommending to the board of trustees their hiring, termination, or replacement.
The Funds, except for The International Equity Portfolio of the Delaware Pooled Trust, have been previously granted a manager of managers order that allows them to hire unaffiliated sub-advisors and to make material amendments to the related sub-advisory contracts. It is proposed that the Funds seek new manager of managers relief that would give them authority to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts.
For shareholders of The International Equity Portfolio of the Delaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the new manager of managers order related to both affiliated and unaffiliated sub-advisors as described above, as well as to the manager of managers order related only to unaffiliated sub-advisors that the rest of the Funds have already adopted.
Why should shareholders approve this Proposal?
Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required in order to hire a new sub-advisor that is affiliated with the Funds’ investment advisor or to change certain material terms of a related sub-advisory agreement.  If the Funds were granted the new manager of managers order that included affiliated sub-advisors, it would permit the Funds’ investment advisor to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Board believes would benefit the Funds and their shareholders.
Proposal 3:                      To revise the fundamental investment restriction relating to lending.
What is Proposal 3?
The Trusts each have a fundamental investment restriction related to making loans which is more limited in scope than what is required by federal securities laws.  As a result, the restrictions prohibit certain lending activities that would be otherwise permissible for the Funds,

5

including interfund borrowing and lending. Proposal 3 provides for the revision of the restriction related to loans to expand the scope of lending activities in which the Funds could engage.
Why should shareholders approve this Proposal?
Changing the fundamental investment restriction related to loans would enable the Funds to accommodate industry and market developments and provide them with additional liquidity resources.

Proposal 4:                      To revise the fundamental concentration restriction to remove the reference to banking instruments.
What is Proposal 4?
Proposal 4 is only for shareholders of Delaware Cash Reserve Fund.  Delaware Cash Reserve Fund’s fundamental investment restriction related to the concentration of investments within various industries is more limited in scope than what is required by federal securities laws.  Proposal 4 provides for the revision of the Delaware Cash Reserve Fund’s concentration restriction to permit the Fund to invest more than 25% of its assets in banking securities.
Why should shareholders approve this Proposal?
The proposed changes to the Delaware Cash Reserve Fund’s fundamental investment restriction related to concentration would allow the Fund’s portfolio manager to deploy capital to appropriate investments under varying market conditions while continuing to ensure that the Fund maintains the investment mix and risk profile required under the federal securities laws. Shareholders are expected to benefit from the Fund’s concentration policy being more closely aligned with applicable requirements.

Proposal 5(a):                                To revise provisions of the Agreement and Declaration of Trust related to documenting the transfer of shares.
What is Proposal 5(a)?
Proposal 5(a) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add detailed procedures for the transfer of shares. The proposed language would provide express protection to the Funds and the Board for relying on the books of a Trust with respect to the identity of the shareholders of record.
Why should shareholders approve this Proposal?
The proposed amendments would add transparency to the process of transferring ownership of shares.  Clarifying the share transfer provisions in each Trust’s Agreement and Declaration of Trust benefits both the Funds and shareholders, as it provides greater certainty with respect to ownership.
6

Proposal 5(b):                                To revise provisions of the Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.
What is Proposal 5(b)?
Proposal 5(b) provides for the amendment of each Trust’s Agreement and Declaration of Trust to add a provision requiring that shareholders provide certain information upon the request of the Board. The proposed amendment would require shareholders of record to disclose direct and indirect share ownership information to a Fund upon Board demand, in the event that the Fund needed such information to comply with tax requirements.
Why should shareholders approve this Proposal?
Having the ability to obtain shareholder ownership information will allow the Funds to more effectively and efficiently comply with current and future tax regulations.

Proposal 5(c):                                To revise provisions of the By-Laws so that Delaware law will apply to matters related to proxies.
What is Proposal 5(c)?
Proposal 5(c) provides for the amendment of each Trust’s By-Laws to change a provision related to proxy matters. Each Trust’s Agreement and Declaration of Trust currently provides that the revocability of a proxy is governed by the Delaware General Corporation Law. The proposed amendment to the By-Laws expands the application of Delaware General Corporation Law to all matters relating to proxies, thereby providing the Funds with a defined body of law to govern matters relating to proxies.
Why should shareholders approve this Proposal?
The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies.
Who may vote and how many votes am I entitled to cast?
Only shareholders of record of the Funds on the record date will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement.  The record date is the close of business on
Since January 22, 2014.  Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.
7

How do I vote my shares?
You may vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope.  You may also vote by telephone by calling [       ] or via the Internet at delawareinvestments.com/proxy. In addition, you may attend the Meeting and vote in person.

8


PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
Introduction to Proposal 1
In Proposal 1, shareholders are being asked to elect ten trustees (the “Trustee Nominees”) to the Board of each Trust.
Each Trust is governed by a Board, which has oversight responsibility for the management of the Trust’s business affairs.  Trustees establish procedures and oversee and review the performance of the investment advisor, the distributor, and others who perform services for the Trust.  Each of the Trust’s Board is comprised of the same trustees, and all of the Trusts are served by the same officers.
Who are the Trustee Nominees?
The trustees of the Boards (each, a “Trustee” and collectively, the “Trustees”) are responsible for supervising the management of the Trusts and serving the needs and best interests of Fund shareholders.  Nine of the Trustee Nominees standing for election are presently members of the Boards: Thomas L. Bennett, Joseph W. Chow, Patrick P. Coyne, John A. Fry, Lucinda S. Landreth, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Janet L. Yeomans, and J. Richard Zecher.  Ann Borowiec has not previously served as a Trustee for the Trusts. Prior to her recent retirement, Ms. Borowiec served as 2019
Chief Executive Officer of Private Wealth Management at J.P. Morgan Chase & Company.and President—Gore Creek Capital, Ltd. (August 2009–Present)150
Director; Finance
Committee and Audit
Committee Member—
H&R Block Corporation
(July 2008–Present)
 
Each BoardDirector; Investments Committee, Capital and Finance Committee and Audit Committee Member—Grange Insurance (2013–Present)
Trustee; Chair of Nominating and Governance Committee and Member of Audit Committee—The Merger Fund (2013–2021), The Merger Fund VL
(2013–2021), WCM
Alternatives: Event-Driven
Fund (2013–2021), and
WCM Alternatives: Credit
Event Fund (December 2017–2021)
Director; Chair of Governance Committee and Audit Committee Member—International Securities Exchange (2010–2016)
Janet L. Yeomans
100 Independence,
610 Market Street
Philadelphia, PA
19106-2354
TrusteeSince April 1999
Private Investor (2012-Present)

Vice President and Treasurer
 150
Director; Personnel and
Compensation Committee
Chair; Member of Nominating, Investments, and Audit Committees for various periods
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NAME,
ADDRESS AND
YEAR OF BIRTH
POSITION(S)
HELD OR TO BE HELD WITH
THE TRUSTS		TRUSTEE
SINCE		PRINCIPAL
OCCUPATION(S)
DURING PAST
5 YEARS		NUMBER
OF FUNDS IN
FUND
COMPLEX
OVERSEEN OR TO BE OVERSEEN		OTHER
DIRECTORSHIPS
HELD DURING
PAST 5 YEARS

1948



(January 2006–July 2012), Vice President—Mergers & Acquisitions (January 2003–January 2006), and Vice President and Treasurer (July 1995–January 2003)—3M Company


throughout directorship—Okabena Company (2009–2017)
1.Shawn K. Lytle is comprised of the same Board members.  Nine of the ten Trustee Nominees are not “interested persons” of the Trusts, as that term is defined in the 1940 Act (together, the “Independent Trustees”).  Only Mr. Coyne is deemedconsidered to be an “Interested Trustee” of the Trusts, because he is an executive officer of the Funds’ investment advisor, DMC.
Trustee Qualifications
The Nominating and Corporate Governance Committee of the Board of the Trusts is responsible for identifying, evaluating and recommending candidates to the Board.  The Committee reviews the background and the educational, business and professional experience of candidates and the candidates’ expected contributions to the Board.  Although the Board has not adopted a formal diversity policy, the Board nevertheless believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each director contribute to the Board’s diversity of experiences and bring a variety of complementary skills.  It is the Trustees’ belief that this allows the Board, as a whole, to oversee the business of the Trusts in a manner consistent with the best interests of the Trusts’ shareholders.
The Board has determined that each Trustee Nominee is qualified to serve on the Board because of his or her specific attributes, including prior experience, background and skills.  The Board considered that the Trustee Nominees’ familiarity and experience with the Funds, as members of the Board, of DMC and its affiliates, as members of the Delaware Funds by Macquarie board or the Ivy Funds board, would result in the Board having a breadth of knowledge that would enhance its ability to oversee the Funds.
The following is a summary of various qualifications, experiences and skills of each Trustee Nominee that that led to the Board’s conclusion that the Trustee Nominee should serve as a Trustee on the Board.

Independent Trustee Nominees

Jerome D. Abernathy – Mr. Abernathy has over 30 years of experience in the investment management industry.  In selecting him to serve on the Board, the Independent Trustees of the Trust noted and valued his extensive experience as a chief investment officer, director of research, trader, and analytical proprietary trading researcher.  Mr. Abernathy received a B.S. in electrical engineering from Howard University and a Ph.D. in electrical engineering and computer science from Massachusetts Institute of Technology.

Thomas L. Bennett – Mr. Bennett has over 30 years of experience in the investment management industry, particularly with fixed income portfolio management and credit analysis.  He has served in senior management for a number of money management firms.  Mr. Bennett has also served as a board member of another investment company, an educational institution, nonprofit organizations, and for-profit companies.  He has an M.B.A. from the University of Cincinnati. Mr. Bennet has been nominated to serve as Chair of the Board.

Ann D. Borowiec – Ms. Borowiec has over 25 years of experience in the banking and wealth management industry.  Ms. Borowiec also serves as a board member on several nonprofit organizations.  In nominating her to the Board in 2015, the Independent Trustees of the Trust found that her experience as a Chief Executive Officer in the private wealth management business at a leading global asset manager and private bank, including the restructuring of business lines and defining client recruitment strategies, complemented the skills of existing board members.  Her experience would also provide additional oversight skill in the area of fund distribution.  Ms. Borowiec holds a B.B.A. from Texas Christian University and an M.B.A. from Harvard University.

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Joseph W. Chow – Mr. Chow has over 30 years of experience in the banking and financial services industry.  In nominating him to the Board, the Independent Trustees of the Trust found that his extensive experience in business strategy in non-US markets complemented the skills of existing Board members and also reflected the increasing importance of global financial markets in investment management.  The Independent Trustees also found that Mr. Chow’s management responsibilities as a former Executive Vice President of a leading global asset servicing and investment management firm as well as his experience as Chief Risk and Corporate Administration Officer would add helpful oversight skills to the Board’s expertise.  Mr. Chow holds a B.A. degree from Brandeis University and M.C.P. and M.S. in Management degree from Massachusetts Institute of Technology.

H. Jeffrey Dobbs – Mr. Dobbs has more than 35 years of experience in the automotive, industrial manufacturing, financial services and consumer sectors.  He also has served as a partner in a public accounting firm.  Mr. Dobbs holds a degree in accounting from Valparaiso University.  The Board concluded that Mr. Dobbs is suitable to act as Trustee because of his extensive work in the global professional services industry and as a trustee of the Ivy Funds complex member, as well as his educational background.

John A. Fry – Mr. Fry has over 30 years of experience in higher education.  He has served in senior management for three major institutions of higher learning including serving as president of a leading research university.  Mr. Fry has also served as a board member of many nonprofit organizations and several for-profit companies.  Mr. Fry has extensive experience in overseeing areas such as finance, investments, risk-management, internal audit, and information technology.  He holds a B.A. degree in American Civilization from Lafayette College and an M.B.A. from New York University.

Joseph Harroz, Jr. – Mr. Harroz serves as the President of a state university, and also serves as a Director of a bank. He also has served as President and Director of a publicly traded company, as Interim President and General Counsel to a state university system and as Dean of the College of Law of that state university.  Mr. Harroz holds a B.A. degree from the University of Oklahoma and a J.D. from Georgetown University Law Center.  Mr. Harroz has multiple years of service as a trustee of the Ivy Funds complex.  The Board concluded that Mr. Harroz is suitable to serve as Trustee because of his educational background, his work experience and the length of his service as a trustee of the Ivy Funds complex.

Sandra A. J. Lawrence – Ms. Lawrence has been a member and chair of the boards of several closely-held corporations and charitable organizations.  She also has more than 14 years of experience serving on boards of public companies and has served as a chief financial officer and on investment committees.  Ms. Lawrence holds an A.B. from Vassar College, as well as master’s degrees from the Massachusetts Institute of Technology and Harvard Business School.  The Board concluded that Ms. Lawrence is suitable to serve as Trustee because of her work experience, financial background, academic background, service as trustee of the Ivy Funds complex, and service on corporate and charitable boards.

Frances A. Sevilla-Sacasa – Ms. Sevilla-Sacasa has over 30 years of experience in banking and wealth management.  In nominating her to the Board, the Independent Trustees of the Trust found that her extensive international wealth management experience, in particular, complemented the skills of existing Board members and also reflected the increasing importance of international investment management not only for dollar-denominated investors but also for investors outside the US.  The Independent Trustees also found that Ms. Sevilla-Sacasa’s management responsibilities as the former President and Chief Executive Officer of a major trust and wealth management company would add a helpful oversight skill to the Board’s expertise, and her extensive nonprofit Board experience gave them confidence that she would make a meaningful, experienced contribution to the Board of Trustees.  Finally, in electing Ms. Sevilla-Sacasa to the Board, the Independent Trustees valued her perceived dedication to client service as a result of her overall career experience.  Ms. Sevilla-Sacasa holds B.A. and M.B.A. degrees from the University of Miami and Thunderbird School of Global Management, respectively.

Thomas K. Whitford – Mr. Whitford has over 25 years of experience in the banking and financial services industry, and served as Vice Chairman of a major banking, asset management, and residential mortgage banking institution.  In nominating him to the Board, the Independent Trustees of the Trust found that Mr. Whitford’s senior management role in wealth management and experience in the mutual fund servicing business would provide valuable current management and financial industry insight, in particular, and complemented the skills of existing Board members.
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The Independent Trustees also found that his senior management role in integrating company acquisitions, technology, and operations and his past role as Chief Risk Officer would add a helpful oversight skill to the Board’s expertise.  Mr. Whitford holds a B.S. degree from the University of Massachusetts and an M.B.A. degree from The Wharton School of the University of Pennsylvania.

Christianna Wood – Ms. Wood has over 30 years of experience in the investment management industry.  In selecting her to serve on the Board, the Independent Trustees of the Trust noted and valued her significant portfolio management, corporate governance and audit committee experience.  Ms. Wood received a B.A. in economics from Vassar College and an M.B.A. in finance from New York University.

Janet L. Yeomans – Ms. Yeomans has over 28 years of business experience with a large global diversified manufacturing company, including service as Treasurer for this company.  In this role, Ms. Yeomans had significant broad-based financial experience, including global financial risk-management, investments, and mergers and acquisitions.  She served as a board member of a for-profit company and also is a current board member of a hospital and a public university system.  She holds degrees in mathematics and physics from Connecticut College, an M.S. in mathematics from Illinois Institute of Technology, and an M.B.A. from the University of Chicago.

Interested Trustee Nominee
Shawn K. Lytle – Mr. Lytle has over 20 years of experience in the investment management industry.  He has been the president of Macquarie Asset Management - Americas since June 2015, and he is responsible for all aspects of the firm’s business.  Prior to that time, Mr. Lytle served in various executive management, investment management, and distribution positions at two major banking institutions.  He holds a B.A. degree from The McDonough School of Business at Georgetown University.  Mr. Lytle serves on the board of directors of the National Association of Securities Professionals (NASP), the Sustainability Accounting Standards Board, and he is a member of the board of governors for the Investment Company Institute (ICI).  In November 2017, Mr. Lytle was named to the Black Enterprise list of “Most Powerful Executives in Corporate America.”
Board Structure and Related Matters
The Trusts are governed by the Board, which is responsible for the overall management of the Trusts and the Funds.  Such responsibility includes general oversight and review of the Funds’ investment activities, in accordance with Federal law and the law of the State of Delaware, as well as the stated policies of the Funds.  The Board has appointed officers of the Trusts and delegated to them the management of the day-to-day operations of the Funds, based on policies reviewed and approved by the Board, with general oversight by the Board.
Under the Declarations of Trust and By-laws, a Trustee may serve as a Trustee until he or she dies, resigns or is removed from office.  The Trusts are not required to hold annual meetings of shareholders for the election or re-election of Trustees or for any other purpose, and do not intend to do so.  Delaware law permits shareholders to remove Trustees under certain circumstances and requires the Trusts to assist in shareholder communications.
If shareholders elect the Trustee Nominees, the Board will be comprised of twelve Independent Trustees and one Interested Trustee. The Board believes that having a majority of Independent Trustees on the Board is appropriate and in the best interests of the Trusts’ shareholders.  In addition, the Board’s chairman, Thomas L. Bennett, is an Independent Trustee.  In that regard, Mr. Bennett’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all meetings of the Board and of the Independent Trustees; and serving as a liaison with other Trustees, the Trusts’ officers and other management personnel, and counsel.  The Independent Chair also performs such other duties as the Board may from time to time determine.
The Board generally holds four regularly scheduled meetings each year.  The Board may hold special meetings, as needed, in person, by videoconference or by telephone, to address matters arising between regular meetings.  The Independent Trustees also hold four regularly scheduled meetings each year, during a portion of which management is not present, as well as a special meeting in connection with the Board’s annual consideration of the Trusts’ management agreements, and may hold special meetings, as needed.  The Board held 6 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.  No Current Trustee attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Current Trustee served during such period.
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The Board has established a committee structure (described below) that includes four standing committees, the Audit Committee, the Nominating and Corporate Governance Committee, the Investments Committee, and the Committee of Independent Trustees, all of which are comprised solely of Independent Trustees.  The Board periodically evaluates its structure and composition, as well as various aspects of its operations.  The Board believes that its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trusts in light of, among other factors, the asset size and nature of the Trusts, the number of Funds overseen by the Board, the arrangements for the conduct of the Trusts’ operations, the number of Trustees, and the Board’s responsibilities.
Committees of the Board
The Board has established the following standing committees: Audit Committee, Executive Committee, Investment Oversight Committee and Governance Committee.  The respective duties and current memberships of the standing committees are set forth below.  The Board may establish ad hoc committees from time to time and compensate Trustees for service on such committees.
Audit Committee.  This committee monitors accounting and financial reporting policies, practices, and internal controls for the Trust. It also oversees the quality and objectivity of the 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. The Trust's Audit Committee consists of the following Independent Trustees: Thomas K. Whitford, Chair; Jerome D. Abernathy; John A. Fry; and Christianna Wood.  The Committee held 7 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
Committee of Independent Trustees.  This committee develops and recommends to the Board a set of corporate governance principles and oversees the evaluation of the Board, its committees, and its activities. The committee comprises all of the Trust's Independent Trustees. The Committee held 4 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
Investment Committee.  The primary purposes of the Investments Committee are to: (i) assist the Board at its request in its oversight of the investment advisory services provided to the Trust by DMC as well as any sub-advisors; (ii) review all proposed advisory and sub-advisory agreements for new funds or proposed amendments to existing agreements and to recommend what action the full Board and the Independent Trustees should take regarding the approval of all such proposed agreements; and (iii) review reports supplied by DMC regarding investment performance, portfolio risk and expenses and to suggest changes to such reports. The Investments Committee consists of the following Independent Trustees: Joseph W. Chow, Chair; Jerome D. Abernathy; and Christianna Wood. The Committee held 6 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
Nominating and Corporate Governance Committee.  This committee recommends Board nominees, fills Board vacancies that arise in between meetings of shareholders, and considers the qualifications and independence of Board members. The committee also monitors the performance of counsel for the Independent Trustees. The committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board. Shareholders who wish to submit recommendations for nominations to the Board to fill a vacancy must submit their recommendations in writing to the Nominating and Corporate Governance Committee, Attention: Secretary, c/o Delaware Funds by Macquarie at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354. Shareholders should include appropriate information on the background and qualifications of any persons recommended (e.g., a resume), as well as the candidate's contact information and a written consent from the candidate to serve if nominated and elected. Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board. The committee consists of the following Independent Trustees: Frances A. Sevilla-Sacasa, Chair; Thomas L. Bennett (ex officio); Ann D. Borowiec; John A. Fry; and Janet L. Yeomans. The Board has adopted a written charter of the Nominating and Corporate Governance Committee, which is attached as Appendix C. The Committee held 5 meetings (all of which were virtual because of the COVID-19 pandemic) during the 12-month period ended August 31, 2021.
In reaching its determination that an individual should serve or continue to serve as a Trustee of the Trust, the committee considers, in light of the Trust's business and structure, the individual's experience, qualifications, attributes, and skills (the “Selection Factors”). No one Selection Factor is determinative, but some of the relevant
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factors that have been considered include: (i) the Trustee's business and professional experience and accomplishments, including prior experience in the financial services industry or on other boards; (ii) the ability to work effectively and collegially with other people; and (iii) how the Trustee's background and attributes contribute to the overall mix of skills and experience on the Board as a whole. 
Risk Oversight
Consistent with its responsibility for oversight of the Trusts and their Funds, the Board oversees the management of risks relating to the administration and operation of the Trusts and the Funds.  The Board performs this risk management oversight directly and, as to certain matters, directly through its The Board performs a risk oversight function for the Trust consisting, among other things, of the following activities: (1) receiving and reviewing reports related to the performance and operations of the Trust; (2) reviewing, approving, or modifying as applicable, the compliance policies and procedures of the Trust; (3) meeting with portfolio management teams to review investment strategies, techniques and the processes used to manage related risks; (4) addressing security valuation risk in connection with its review of fair valuation decisions made by Fund management pursuant to Board-approved procedures; (5) meeting with representatives of key service providers, including DMC, the Funds’ distributor, the Funds' transfer agent, the custodian and the independent public accounting firm of the Trust, to review and discuss the activities of the Trust's series, and to provide direction with respect thereto; (6) engaging the services of the Trust's Chief Compliance Officer to test the compliance procedures of the Trust and its service providers; and (7) requiring management's periodic presentations on specified risk topics.
The Trustees perform this risk oversight function throughout the year in connection with each quarterly Board meeting. The Trustees routinely discuss certain risk-management topics with Fund management at the Board level and also through the standing committees of the Board. In addition to these recurring risk-management discussions, Fund management raises other specific risk-management issues relating to the Funds with the Trustees at Board and committee meetings. When discussing new product initiatives with the Board, Fund management also discusses risk — either the risks associated with the new proposals or the risks that the proposals are designed to mitigate. Fund management also provides periodic presentations to the Board to give the Trustees a general overview of how DMC and its affiliates identify and manage risks pertinent to the Trust.
The Audit Committee looks at specific risk-management issues on an ongoing basis. The Audit Committee is responsible for certain aspects of risk oversight relating to financial statements, the valuation of the Trust's assets, and certain compliance matters. In addition, the Audit Committee meets with DMC’s internal audit and risk-management personnel on a quarterly basis to review the reports on their examinations of functions and processes affecting the Trust.
The Board's other committees also play a role in assessing and managing risk. The Nominating and Corporate Governance Committee and the Committee of Independent Trustees play a role in managing governance risk by developing and recommending to the Board corporate governance principles and, in the case of the Committee of Independent Trustees, by overseeing the evaluation of the Board, its committees, and its activities. The Investments Committee plays a significant role in assessing and managing risk through its oversight of investment performance, investment process, investment risk controls, and fund expenses.
Because risk is inherent in the operation of any business endeavor, and particularly in connection with the making of financial investments, there can be no assurance that the Board's approach to risk oversight will be able to minimize or even mitigate any particular risk. The Funds are designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.
Selection of Nominees
The Board’s Nominating and Corporate Governance Committee makes Independent Trustee candidate recommendations to the Board pursuant to its charter.  The Committee evaluates a candidate’s qualification for Board membership and the independence of such candidate from DMC and other principal service providers.
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The Committee evaluates candidates using certain criteria, considering, among other qualities, a high level of integrity, appropriate experience, a commitment to fulfill the fiduciary duties inherent in Board membership, and the extent to which potential candidates possess sufficiently diverse skill sets that would contribute to the Board’s overall effectiveness.
The Committee considers prospective candidates from any reasonable source, including from recommendations by shareholders of the Trusts.  The Committee initially evaluates prospective candidates on the basis of preliminary information required of all preliminary candidates, considered in light of the criteria discussed above.  Those prospective candidates that appear likely to be able to fill a significant need of the Board would be contacted by a Committee member to discuss the position; if there appeared to be sufficient interest, a meeting with one or more Committee members would be arranged.  If the Committee, based on the results of these contacts, believed it had identified a viable candidate, it would air the matter with the full group of Independent Trustees for input.
Any request by management to meet with the prospective candidate would be given appropriate consideration.  The Trusts have not paid a fee to third parties to assist in finding nominees.
Shareholders seeking to recommend one or more candidates to the Board should direct the names of such candidates they wish to be considered to the attention of the Trusts’ Nominating and Corporate Governance Committee, in care of the Trusts’ Secretary, at the address of the Trusts listed on the front page of this Joint Proxy Statement.  Such candidates will be considered with any other trustee candidates on the basis of the same criteria described above used to consider and evaluate candidates recommended by other sources.
For candidates to serve as Independent Trustees, independence from DMC, its affiliates and other principal service providers is critical, as is an independent and questioning mindset.  The Committee also considers whether the prospective candidates’ workloads would allow them to attend the vast majority of Board meetings, be available for service on Board committees, and devote the additional time and effort necessary to keep up with Board matters and the rapidly changing regulatory environment in which the Trusts operate.  Different substantive areas may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Governance Committee’s (or the Board’s) perceptions about future issues and needs.
Ownership of Fund Shares
Set forth in Appendix D is information regarding shares of the Funds beneficially owned by each Trustee Nominee as of the Record Date, as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, as well as the aggregate dollar range of shares owned by each Trustee Nominee of Funds within the Delaware Funds by Macquarie complex.
To the best of the Trusts’ knowledge, as of the Record Date, no person owned beneficially more than 5% of the outstanding shares of any class of any Fund’s securities, except as set out in Appendix E.  As of that date, all of the Trustees and officers of the Trusts, as a group, beneficially owned less than 1% of the outstanding shares of each class of the Funds.  In addition, no Trustee or nominee purchased or sold any securities of Macquarie or its affiliates during the past fiscal year.
Compensation
The fees paid to the Trustees are allocated among the Trusts based on their Funds’ relative asset size.  Information relating to compensation paid to the Trustees for each Trust’s most recent fiscal year is set forth in Appendix F.
Required Vote
Shareholders of each Trust, including each Fund and class thereof, will vote on a trust-by-trust basis to elect Trustees to that Trust’s Board.  For each Trust, the presence at the Meeting of one-third of the outstanding shares of such Trust shall be sufficient to constitute a quorum for that Trust.  Trustees are elected by the affirmative vote of a plurality of shares present at the Meeting and entitled to vote, at which quorum is present.  This means that the 13 candidates who
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receive the largest number of votes will be elected as trustees.  In the election of trustees, votes may be cast in favor of a candidate or withheld.  If elected, the Trustee Nominees will serve as Trustees.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH TRUST VOTE FOR THE ELECTION OF EACH TRUSTEE NOMINEE.

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OTHER BUSINESS
The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy card/voting instruction form will vote thereon in accordance with their judgment.
The Trusts generally are not required to hold annual meetings of shareholders, and the Trusts currently do not intend to hold such meetings unless certain specified shareholder actions are required to be taken under the 1940 Act or a Trust’s charter documents. Any shareholder who wishes to submit proposals to be considered at a special meeting of a Fund’s shareholders should send such proposals to the Secretary of the relevant Fund at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354. Any shareholder proposal intended to be presented at any future meeting of a Fund’s shareholders must be received by such Fund at its principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
Shareholders who wish to send communications to the Board or the specific members of the Board should submit the communication in writing to the attention of the Secretary of the relevant Fund, at the address in the preceding paragraph, identifying the correspondence as intended for the Board of the Fund or a specified member of the Board. The Secretary will maintain a copy of any such communication and will promptly forward it to the Board or the specified member of the Board, as appropriate.
INFORMATION ABOUT THE MEETING
Record Date
Shareholders of record of the Funds as of the close of business on the Record Date are entitled to vote at the Meeting. Shareholders of the Funds on the Record Date will be entitled to one vote for each share and a fractional vote for each fractional share that they own.  No shares have cumulative voting rights in the election of Trustees.  The number of shares that you may vote is the total of the number shown on the proxy card/voting instruction form accompanying this Joint Proxy Statement. Appendix B sets forth the number of shares issued and outstanding for each class of each Fund as of the Record Date.
Revocation of Proxies
Any shareholder giving a proxy has the power to revoke it by mail (addressed to the Secretary at the principal executive office of the Trusts at the address shown at the beginning of this Joint Proxy Statement) or webcast at the Meeting, by executing a superseding proxy or by submitting a notice of revocation to the relevant Fund. A superseding proxy may also be executed by voting via telephone or Internet. The superseding proxy need not be voted using the same method (mail, telephone, or Internet) as the original proxy vote.
All properly executed and unrevoked proxies received in time for the Meeting will be voted as instructed by shareholders. If you execute your proxy but give no voting instructions, your shares that are represented by proxies will be voted “FOR” each Trustee Nominee and, in the proxies’ discretion, “FOR” or “AGAINST” any other business that may properly come before the Meeting.
Quorum, Voting and Adjournment
For each Trust, the presence at the Meeting, via webcast or by proxy, of one-third of the outstanding shares of such Trust entitled to vote, as of the Record Date, shall be necessary and sufficient to constitute a quorum for the transaction of business for that Trust or Fund.
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In the event that a quorum is not present at the Meeting, or if there are insufficient votes to approve the Proposal by the time of the Meeting, the proxies, or their substitutes, or the chairman of the Meeting may propose that the Meeting be adjourned one or more times to permit further solicitation. Any adjournment by the shareholders requires the affirmative vote of a majority of the total number of shares that are present via webcast or by proxy when the adjournment is being voted on. If a quorum is present, the proxies will vote in favor of any such adjournment all shares that they are entitled to vote in favor of the Proposal and the proxies will vote against any such adjournment any shares for which they are directed to vote against the Proposal. The proxies will not vote any shares for which they are directed to abstain from voting on the Proposal.
Effect of Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker “non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as shares that are present for purposes of determining a quorum. For purposes of determining the approval of the Proposal, abstentions and broker non-votes do not count as votes cast with respect to the Proposal. Accordingly, abstentions and broker non-votes will have no effect on Proposal.
Discretionary Voting
Broker-dealers that hold a Trust’s shares in “street name” for the benefit of their customers will request the instructions of such customers on how to vote their shares on the election of a Trustee Nominee. The Trusts understand that, under the rules of the New York Stock Exchange (“NYSE”), such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The election of a Trustee is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card/voting instruction form may have their shares voted by broker-dealer firms in favor of the Proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.
Solicitation of Proxies
The initial solicitation of proxies will be made by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact by the Trusts’ officers or employees or representatives of DMC or one of its affiliates or by a proxy soliciting firm retained by the Trusts. DMC has retained Computershare as proxy solicitor to assist in the solicitation of proxy votes primarily by contacting shareholders by telephone and facsimile. The proxy solicitor’s services include proxy consulting, mailing, tabulation and solicitation services. The cost of retaining such proxy solicitor, including printing and mailing costs, is estimated to be approximately $3,500,000-$5,000,000, to be borne by the Trusts. Costs will vary depending on the number of solicitations made. The Trusts’ officers, and those employees and representatives of DMC or its affiliates who assist in the proxy solicitation, will not receive any additional or special compensation for any such efforts. In addition, the Trusts will request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of their shares held of record by such persons.
OTHER INFORMATION
Service Providers
Investment Adviser. DMC, located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, serves as the current investment adviser to the Funds. DMC is a series of Macquarie Investment Management Business Trust (a Delaware statutory trust), which is a subsidiary of Macquarie Management Holdings, Inc. (“MMHI”). MMHI is a subsidiary, and subject to the ultimate control, of Macquarie Group Limited (“Macquarie”). Macquarie is a Sydney, Australia-headquartered global provider of banking, financial, advisory, investment and funds management services.
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Distributor. Delaware Distributors, L.P. (“DDLP”), located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, serves as the national distributor of the Funds’ shares.
Custodian. The Bank of New York Mellon (“BNY Mellon”), located at One Wall Street, New York, New York 10286, serves as the custodian for the Funds.

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

Delaware Investments Fund Services Company (“DIFSC” or “Transfer Agent”), located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DIFSC also manages the process for the payment of dividends and distributions, dissemination of Fund NAVs and performance data, and shareholder servicing.
Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (“PwC”) was selected as the Funds’ independent registered public accounting firm to audit the accounts of the Funds for their most recently completed fiscal years. Representatives of PwC are not expected to attend the Meeting. The Funds do not know of any direct or indirect financial interest of PwC in the Trusts.
Appendix G shows the fees billed by PwC for audit and other services provided to the Trusts for the fiscal years indicated.
Shareholder Reports
Copies of each Trust’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. This Joint Proxy Statement should be read in conjunction with each Annual Report. You can obtain copies of the Annual Reports, without charge, by writing to the respective Trust or to DDLP at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, or by calling 800-523-1918. You should receive the reports within three business days of your request. Copies of these reports are also available free of charge at www.delawarefunds.com.
Householding
To avoid sending duplicate copies of materials to households, the Trusts may mail only one copy of this Joint Proxy Statement to shareholders having the same last name and address on the Trusts’ records, unless a Trust has received contrary instructions from a shareholder. The consolidation of these mailings benefits the Trusts through reduced mailing expenses. If a shareholder wants to receive multiple copies of these materials, the shareholder should make a request by writing to that Trust’s Transfer Agent at their address set forth above.

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APPENDIX A
FUNDS INCLUDED IN THIS JOINT PROXY STATEMENT

TRUSTFUNDS
Delaware Management Company (“DMC” or the “Manager”). Appendix [B] contains a description of the background of the Trustee Nominees and related information.Group Adviser Funds
Delaware Diversified Income Fund
Delaware U.S. Growth Fund
 
Delaware Group Cash Reserve
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.  The Trustee Nominees are available to serve and have consented to serve if elected.  If a Trustee Nominee should become unavailable to serve before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated by the Board’s Nominating and Corporate Governance Committee as Trustees.Delaware Investments Ultrashort Fund
 
Delaware Group Equity Funds I
How are nominees for Trustee selected?Delaware Mid Cap Value Fund
 
Each Board’s Nominating and Corporate Governance Committee recommends nominations for Board members and considers the qualifications of prospective Board members.  The committee also monitors the performance of counsel for the Independent Trustees.  The committee will consider shareholder recommendations for Trustee nominations only in the event that there is a vacancy on a Board.  Shareholders who wish to submit recommendations for nominations to fill a vacancy on a Board must submit their recommendations in writing to the Nominating and Corporate Governance Committee, c/o
Delaware InvestmentsGroup Equity Funds at 2005II
Delaware Value Fund
 
Delaware Group Equity Funds IV
   Delaware Healthcare Fund
   Delaware Small Cap Growth Fund
   
Delaware Smid Cap Growth Fund
9   Delaware Covered Call Strategy Fund
   Delaware Equity Income Fund
   Delaware Global Equity Fund
   Delaware Growth and Income Fund
   Delaware Growth Equity Fund
   Delaware Hedged U.S. Equity Opportunities Fund
   Delaware Opportunity Fund
   Delaware Premium Income Fund
   Delaware Total Return Fund
 
Delaware Group Equity Funds V
Delaware Wealth Builder Fund
Market Street, Philadelphia, Pennsylvania 19103-7094.  Shareholders should include appropriate information on the background and qualifications of any candidate recommended (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected.  Shareholder recommendations for nominations to a Board will be kept on file for consideration when there is a vacancy on the Board. The Committee consists of John A. Fry, Chairperson; Thomas L. Bennett, Coordinating Director/Trustee (ex officio); Janet L. Yeomans; Thomas K. Whitford; and Frances A. Sevilla-Sacasa, all of whom are Independent Trustees.  Each Board’s Nominating and Corporate Governance Committee held six meetings during the 12-month period ended December 31, 2014.  Each Board has adopted and approved a formal written charter for the Nominating and Corporate Governance Committee, a copy of which is attached as Appendix [C] to this Proxy Statement.Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
 
Delaware Group Foundation Funds
The Nominating and Corporate Governance Committee met on October 21, 2014 and November 19, 2014 to evaluate candidates for positions on the Boards, including evaluating candidates’ qualifications for Board membership and their independence from the Funds’ investment advisor and its affiliates and otherDelaware Strategic Allocation Fund service providers, as well as such other information as the Committee deemed relevant to its considerations.  The Nominating and Corporate Governance Committee recommended the Trustee Nominees for nomination by the Independent Trustees, and at their meeting on December 23, 2014, the Independent Trustees and the full Board selected and nominated the Trustee Nominees for election by the shareholders of each Trust.
 
Delaware Group Global & International Funds
How often do the Boards meet and how are the Trustees compensated?Delaware Emerging Markets Fund
Delaware International Value Equity Fund
Delaware International Small Cap Fund
 
Delaware Group Government Funds
The Boards held six meetings during the 12-month period ended December 31, 2014.  The Trusts do not hold annual meetings at which Trustees are elected.Delaware Strategic Income Fund
 

No Independent Trustee owns, beneficially or of record, securities issued by any investment advisor or principal underwriter of any of the Funds, or a person directly or indirectly controlling, controlled by, or under common control with any of the foregoing.  The table in Appendix [D] shows the dollar range of shares of each Fund and the aggregate dollar range of shares of the Delaware Investments® Family ofEmerging Markets Debt Corporate Fund

Delaware Group Income Funds that were beneficially owned by the Trustee Nominees as of [RECENT PRACTICABLE DATE].
Delaware Corporate Fund
Delaware Extended Duration Bond Fund
Delaware High-Yield Opportunities Fund
Delaware Floating Rate Fund
 
Each Independent Trustee is compensated by the Trusts.  Mr. Coyne, the sole Trustee who is not an Independent Trustee, is not compensated by the Trusts for serving as Trustee.  Trust officers are not compensated by the Trust.  The table in Appendix [E] shows the compensation that each Independent Trustee received from each Trust during the 12-month period ended December 31, 2014 and the aggregate compensation that each Independent Trustee received from the
Delaware Investments® Family ofGroup Limited-Term Government Funds during that period.
Delaware Limited-Term Diversified Income Fund
Delaware Tax-Free New Jersey Fund
Delaware Tax-Free Oregon Fund
 
Delaware Group State Tax-Free Income Trust
Who are the principal officers of the Trusts?Delaware Tax-Free Pennsylvania Fund
 
Delaware Group Tax Free Fund
Officers of each Trust are appointed by the Trust’s Board and serve at the pleasure of the Board.  Appendix [F] identifies the principal officers of the Trusts, and provides certain background and related information.Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
 
Delaware Pooled Trust
What are the standing committees of the Boards?   Macquarie Emerging Markets Portfolio
   Macquarie Emerging Markets Portfolio II
   
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Each Trust’s Board has four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Independent Trustees Committee, and the Investments Committee.
Audit Committee.  This committee monitors accounting and financial reporting policies and practices and internal controls for a Trust.  The Audit Committee also oversees the quality and objectivity of a Trust’s financial statements and the independent audit thereof, and acts as a liaison between the Trusts’ independent registered public accounting firm and the full Boards.  Each Audit Committee consists of the following Independent Trustees: Joseph W. Chow, Chairperson; Lucinda S. Landreth; Janet L. Yeomans; and Frances A. Sevilla-Sacasa.  Each Audit Committee held six meetings during the 12-month period ended December 31, 2014.
Nominating and Corporate Governance Committee.  Information on the Nominating and Corporate Governance Committee is provided above under “How are nominees for Trustee selected?”
Independent Trustees Committee.  This committee develops and recommends to the Boards a set of corporate governance principles and oversees the evaluation of the Boards, the committees, and Board activities.  The committee is comprised of all of the Independent Trustees.  Each Independent Trustees Committee held four meetings during the 12-month period ended December 31, 2014.
Investments Committee.  The primary purpose of the Investments Committee is to: (i) assist the Boards, upon request, in oversight of the investment advisory services provided to the Funds by their investment advisor as well as any sub-advisors; (ii) review all proposed advisory and sub-advisory agreements for new Funds or proposed amendments to existing agreements, and to recommend actions the full Boards and the Independent Trustees should take regarding the approval of all such proposed agreements; and (iii) review from time to time reports supplied by the Funds’ investment advisor regarding investment performance and expenses, and suggest changes to such reports.  Each Investments Committee consists of the following Independent Trustees: J. Richard Zecher, Chairperson; Janet L. Yeomans; Joseph W. Chow; Lucinda S. Landreth; and Thomas K. Whitford.  Each Investments Committee held five meetings during the 12-month period ended December 31, 2014.
Who are the Trusts’ independent auditors?
Selection of Auditors.  For each Trust, the Audit Committee and the Board have selected the firm of PricewaterhouseCoopers LLP (“PwC”) to serve as the Funds’ independent registered public accounting firm.  Representatives of PwC are not expected to be present at the Meeting, but will be available telephonically if necessary.
Audit Fees.  Appendix [G] shows the aggregate fees billed for each Trust for each of the last two fiscal years for professional services rendered by PwC for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by PwC in connection with statutory and regulatory filings or engagements for those fiscal years.
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Audit-Related Fees. No Trust was billed during its last two fiscal years for assurance and related services rendered by PwC that were reasonably related to the audit or review of the Trust’s financial statements but where such services were not reported under “Audit Fees” above.  Appendix [G] shows for the last two fiscal years of each Trust the aggregate audit-related fees billed by PwC for providing such services to the Funds’ investment advisor or other service providers that are under common control with the Funds’ investment advisor.  [These audit-related services consisted of the issuance of reports concerning the Funds’ transfer agent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities Exchange Act of 1934, as amended.]
Tax Fees.  Appendix [G] also shows the aggregate fees billed for each Trust in each of the last two fiscal years for professional services rendered by PwC to the Trust for tax compliance, tax advice, and tax planning.  These tax-related services consisted of the review of income tax returns and annual excise distribution calculations and, for certain of the Trusts, tax compliance services with respect to investments in foreign securities.  [PwC did not during any Trust’s last two fiscal years provide any such services to the Funds’ investment advisor or other service providers under common control with the Funds’ investment advisor.]
Aggregate Non-Audit Fees.  Appendix [G] also shows, for each Trust’s last two fiscal years, the aggregate non-audit fees billed by PwC for services rendered to the Trust, its investment advisor, and any entity controlling, controlled by, or under common control with its investment advisor that provides ongoing services to the Trust.
For each Trust, the Audit Committee has considered whether the provision of non-audit services that were rendered to the Trust’s investment advisor, and any entity controlling, controlled by, or under common control with the Trust’s investment advisor that provides ongoing services to the Trust, is compatible with maintaining the independence of PwC.  The Audit Committee has determined that PwC’s provision of these services is compatible with maintaining PwC’s independence.
All Other Fees.  [There were no additional fees paid by any Trust or by the Funds’ investment advisor or other service providers under common control with the Funds’ investment advisor during such Trust’s last two fiscal years for products and services provided by PwC, other than the services reported above except for audit fees paid by DMC, Delaware Service Company (DSC), and Delaware Distributors, L.P. of $391,000 and $357,000 for the fiscal years ended March 31, 2014 and March 31, 2015, respectively.]
Pre-Approval Policies and Procedures.  The Audit Committee has adopted Pre-Approval Policies and Procedures for each Trust, which are set forth in Appendix [H] to this Proxy Statement.  All of the fees disclosed above and in Appendix [G] were pre-approved pursuant to the Pre-Approval Policies and Procedures.  The Audit Committee for each Trust did not approve any of the services described above pursuant to the de minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.
What is a quorum and what is the required vote to elect Trustees?
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A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting.  A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Provided that Quorum requirements for a Trust have been satisfied, each Trustee Nominee will be elected to the Board of that Trust by the affirmative vote of a plurality of votes cast collectively by shareholders of all of the Funds of such Trust. This means that the ten individuals receiving the largest number of votes will be elected.  For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposal 1.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR the TRUSTEE NOMINEES UNDER PROPOSAL 1.

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

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

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

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

In 2006, the SEC granted the Funds a manager of managers order (the “Current MOM Order”) that permits the Funds’ investment advisor, Delaware Management Company (“DMC” or the “Manager”), with the approval of the Board, to appoint and replace unaffiliated sub-advisors for the Funds, enter into sub-advisory agreements with such entities, and materially amend and terminate such sub-advisory agreements on behalf of the Funds. The Current MOM Order does not apply to sub-advisors that are affiliated with DMC. The Funds formed since the 2005 complex-wide shareholder meeting are covered by the Current MOM Order granted in 2006.Global Listed Real Assets Fund
      (formerly, Delaware REIT Fund)
Delaware VIP® Trust
   Delaware VIP® Emerging Markets Series
   
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Proposal 2 relates to the filing of an exemptive application that would give the Funds authority under a new manager of managers order (the “New MOM Order”) to hire both affiliated and unaffiliated sub-advisors, and to make material amendments to the related sub-advisory contracts.Delaware VIP® Small Cap Value Series
   
In recent years, the SEC has granted other fund complexes manager of managers orders which allow an advisor to appoint and replace both unaffiliated sub-advisors and wholly owned subsidiaries of the advisor or its parent company without seeking shareholder approval. The conditions of these recent exemptive orders are materially the same as the Funds’ Current MOM Order.

Macquarie Group Limited’s acquisition of Delaware Investments in 2010 expanded the
number of DMC affiliates that are investment managers which may be able to provide services to
the Funds. The ability to hire these affiliated sub-advisors without the need for shareholder approval would benefit the Funds by providing them with efficient and timely access to world-class asset managers from within the broader Macquarie organization. In the future, there may be other opportunities for a Fund to hire a sub-advisor that is an indirect or direct wholly owned affiliate of DMC.VIP® Equity Income Series
   
If the Funds were granted the New MOM Order that included any affiliated sub-advisors, it would permit DMC to recommend and hire a broader universe of sub-advisors in a cost-effective and timely manner, which the Board believes would benefit the Funds and their shareholders.Delaware VIP® Fund for Income Series
   
As previously discussed, Fund shareholders (other than The International Equity Portfolio of the Delaware Pooled Trust) approved the use of a multi-manager structure, including the hiring of both affiliatedVIP® Growth and unaffiliated sub-advisors, at the 2005 complex-wide shareholder meeting.  Although the Funds previously have not sought relief from the SEC to operate a multi-manager structure under which DMC could hire both affiliated and unaffiliated sub-advisors without shareholder approval, DMC believes that the 2005 complex-wide shareholder vote was sufficient to authorize DMC to seek the New MOM Order.  Due to the passage of time, however, DMC and the Funds are seeking shareholder approval of Proposal 2.  In the event that shareholders of a Fund or Funds do not vote to approve Proposal 2, DMC may consider whether to rely on the 2005 shareholder vote in seeking the New MOM Order from the SEC.Income Series
   
Effect of Proposal 2 with respect to Delaware Pooled Trust’s InternationalVIP® Growth Equity Portfolio onlySeries
   
For shareholders of TheDelaware VIP® International Equity Portfolio of the Delaware Pooled Trust, a vote to approve new manager of managers relief under Proposal 2 will apply to the New MOM Order related to both affiliated and unaffiliated sub-advisors, as well as to the Current MOM Order related to unaffiliated sub-advisors only, both as described in the introduction to this Proposal.  In the event that the Funds are not able to obtain exemptive relief under the New MOM Order that includes affiliated sub-advisors, approval of Proposal 2 by The International Equity Portfolio’s shareholders will have the effect of permitting the Portfolio to rely on the multi-manager structure under the Current MOM Order.  Having the New MOM Order or the Current MOM Order apply to The International Equity Portfolio would enable DMC to operateSeries
   Delaware VIP® Investment Grade Series
   Delaware VIP® Limited Duration Bond Series
   
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Delaware VIP® Opportunity Series
   Delaware VIP® Special Situations Series
   
with greater efficiency and flexibility on behalf of the Portfolio and avoid the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisors or sub-advisory agreements.
Quorum and Required Vote
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting.  A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Provided that Quorum requirements have been satisfied for a Trust, to become effective with respect to a particular Fund in that Trust, Proposal 2 must be approved by a 1940 Act Majority (defined below) vote of the outstanding voting securities for each Fund.  The approval of Proposal 2 by one Fund is not contingent on the approval of Proposal 2 by any other Fund.
A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.
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PROPOSAL 3:  AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO LENDING
Introduction to Proposal 3
The Trusts each have a fundamental investment restriction related to making loans. The current restrictions related to loans are more limited in scope than what is required by the 1940 Act, and in their current form, the restrictions prohibit certain lending activities that are otherwise permissible for the Funds, including interfund borrowing and lending (which would in addition require exemptive relief from the SEC). The proposed changes to the restriction related to loans expand the scope of lending activities that the Funds could engage in, enabling the Funds to accommodate industry and market developments, as well as providing additional liquidity resources.

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

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

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

In addition, the proposed changes to the restriction would permit the Funds to engage in interfund lending, subject to SEC approval of an exemptive application. Interfund lending would allow one Delaware InvestmentsTax-Free Arizona Fund to temporarily lend cash to another Delaware Investments Fund, subject to certain requirements. An interfund borrowing and lending program may provide
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the opportunity for a borrowing fund to pay a lower interest rate than would be typically available from a bank, and a lending fund to receive an interest rate higher than what could be expected typically from investing cash in short term instruments for cash management purposes. Interfund lending could provide a source of immediate, short-term liquidity pending settlement of the sale of portfolio securities. For example, interfund lending could provide a borrowing fund with significant savings at a time when the cash position of the borrowing fund is insufficient to meet temporary cash requirements in situations where shareholder redemptions exceed expected volumes and a fund has insufficient cash on hand to satisfy such redemptions.

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

Quorum and Required Vote
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting.  A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Provided that Quorum requirements have been satisfied for a Trust, to become effective with respect to a particular Fund in that Trust, Proposal 3 must be approved by a 1940 Act Majority vote of the outstanding voting securities of the Fund.
A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.
The approval of Proposal 3 by one Fund is not contingent on the approval of Proposal 3 by any other Fund. If Proposal 3 is not approved by shareholders of a Fund, the current fundamental investment limitation regarding making loans will remain in effect for that Fund.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL 3.
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PROPOSAL 4: AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION RELATED TO CONCENTRATION (DELAWARE CASH RESERVE FUND ONLY)
Introduction to Proposal 4
This proposal relates solely to shareholders of Delaware Cash Reserve Fund. Delaware Cash Reserve Fund, a money market fund, has a fundamental investment restriction relating to its ability to concentrate its investment within various industries. The current restriction is more limited in scope than what is required by the 1940 Act.  In its current form, the Fund’s fundamental investment restriction limits the Fund’s ability to concentrate its investment in banking securities to 25% of its assets. The proposed changes to the restriction would permit the Delaware Cash Reserve Fund to invest more than 25% of its assets in banking securities.

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

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

Guidance issued by the SEC staff provides that in addition to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, a money market fund may also invest without limitation in certain banking instruments without violating the concentration prohibitions of Section 8(b) of the 1940 Act. Currently, the concentration policy of Delaware Cash ReserveTax-Free New York Fund allows the

Voyageur Mutual Funds II
Delaware Tax-Free Colorado Fund to invest without limitation in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities or in certificates of deposit. The policy also permits the Fund to concentrate its investments in bankers’ acceptances of banks
 
Voyageur Mutual Funds III
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Delaware Select Growth Fund
 
with more than one billion dollars in assets or banking holding companies whose securities are rated A-2 or better by Standard & Poor’s Financial Services LLC or P-2 or better by Moody’s Investors Service, Inc. In addition to the obligations that are currently enumerated in the Fund’s concentration policy, applicable SEC guidance permits a money market fund to invest without limitation in certain banking instruments. The proposed changes to
Voyageur Tax Free FundsDelaware Cash Reserve Fund’s concentration policy would permit theTax-Free Minnesota Fund to invest without limitation in banking instruments, consistent with applicable guidance issued by the SEC. In addition, the proposed changes will expand the universe of potential investments in which the Delaware Cash Reserve Fund may invest, given the recent money market fund developments and other related SEC initiatives.

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

Quorum and Required Vote
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting.  A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Provided that Quorum requirements have been satisfied, Proposal 4 must be approved by a 1940 Act Majority vote of the outstanding voting securities of Delaware Cash Reserve Fund.
A “1940 Act Majority” of the outstanding voting securities of a Fund means the lesser of (i) 67% or more of the voting securities of the Fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.
If Proposal 4 is not approved by shareholders of Delaware Cash Reserve Fund, the Fund’s current fundamental investment limitation related to concentration will remain in effect.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
DELAWARE GROUP® CASH RESERVE UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL 4.

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

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

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

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

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

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

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

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

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

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

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

Current LanguageProposed Language
Section 9. PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the shareholder
Section 9. PROXIES. Every shareholder entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the secretary of the Trust. A proxy

APPENDIX B
SHARES ISSUED AND OUTSTANDING
AS OF THE RECORD DATE

Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Delaware Group® Adviser Funds
Delaware Diversified Income FundNE78,415,706.7918,849,610.3542,405,090.70025,213,054.199337,160,079.013N/A
Delaware Group® Cash Reserve
Delaware Investments Ultrashort FundD84,243,876.641536,994.066N/AN/A3,229,593.558346,253.602
Delaware Group® Equity Funds I
Delaware Mid Cap Value FundG61,682,664.824454,332.25738,372.781N/A7,905,563.444N/A
Delaware Group® Equity Funds II
Delaware Value® Fund
NN64,664,287.42810,951,494.3682,118,260.13950,170,552.364270,949,943.065N/A
Delaware Group® Equity Funds IV
Delaware Smid Cap Growth FundDF39,299,565.11611,595,250.828564,313.9932,490,910.02144,118,407.352N/A
Delaware Healthcare FundG411,727,525.1563,771,040.036155,326.241N/A22,227,653.454N/A
Delaware Small Cap Growth FundGF1,521,117.147464,821.289172,697.012N/A11,339,915.273N/A
Delaware Covered Call Strategy FundFIN7,276,792.990N/AN/A3,666.4752,645,913.375N/A
Delaware Equity Income FundFI238,543,530.424N/AN/A2,758.031236,672.508N/A
Delaware Global Equity FundFI632,800,309.818N/AN/A18,229.8422,052,141.207N/A
Delaware Growth Equity FundFI329,351,777.363N/AN/A99,124.1034,434,868.067N/A
Delaware Growth and Income FundFI170,889,261.414N/AN/A13,040.627328,227.385N/A
Delaware Hedged U.S. Equity Opportunities FundFIP4,408,474.234N/AN/A1,583.5712,355,974.247N/A
Delaware Opportunity FundFI419,463,927.404N/AN/A6,406.391114,421.975N/A
Delaware Premium Income FundFIQ2,127,856.410N/AN/A2,962.0752,539,158.430N/A
Delaware Total Return FundFI828,461,514.397N/AN/A3,567.89280,504.503N/A

Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Delaware Group® Equity Funds V
Delaware Wealth Builder FundFR16,676,076.5912,116,900.79875,860.936N/A7,465,947.474N/A
Delaware Small Cap Core FundNS10,185,228.6824,988,200.1911,526,715.21640,878,472.850173,862,450.849N/A
Delaware Small Cap Value FundDJ13,731,009.708851,135.157764,111.29319,676,998.16849,158,132.325N/A
Delaware Group® Foundation Funds
Delaware Strategic Allocation FundNG16,681,686.846767,374.309109,499.716N/A3,440,494.597N/A
Delaware Group® Global & International Funds
Delaware Emerging Markets FundFP15,373,639.4544,943,843.2981,450,223.95189,919,363.552157,339,023.439N/A
Delaware International Value Equity FundDW13,288,568.573308,624.310321,570.493252,302.92823,224,550.090N/A
Delaware International Small Cap FundG71,012,758.992257,245.94417,613.3972,149,947.6008,150,067.756N/A
Delaware Group® Government Fund
Delaware Strategic Income FundDD12,237,815.255164,855.13319,822.394N/A2,273,363.498N/A
Delaware Emerging Markets Debt Corporate FundGC99,620.14512,941.292343.776N/A9,351,513.335N/A
Delaware Group® Income Funds
Delaware Corporate Bond FundNO61,999,251.5344,136,615.8411,948,795.7711,760,921.065158,834,454.526N/A
Delaware Extended Duration Bond FundNP13,881,420.0441,201,354.7541,187,268.4548,603,810.18358,292,276.925N/A
Delaware High-Yield Opportunities FundFV112,108,280.4551,794,277.683726,095.06918,388,640.72523,275,196.237N/A
Delaware Floating Rate FundGA7,867,506.619999,220.4292,645.06232,652.65617,649,643.416N/A

Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Delaware Group® Limited-Term Government Funds
Delaware Limited-Term Diversified Income FundDE32,674,647.7621,256,155.716103,527.580536,314.95628,993,614.387N/A
Delaware Tax-Free New Jersey FundFIC1,936,154.709N/AN/AN/A152,871.963N/A
Delaware Tax-Free Oregon FundFIE2,684,682.495N/AN/AN/A342,775.438N/A
Delaware Group® State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania FundD746,088,762.9501,689,754.266N/AN/A9,091,021.008N/A
Delaware Group® Tax-Free Fund
Delaware Tax-Free USA FundDA76,296,744.969800,612.813N/AN/A17,138,774.494N/A
Delaware Tax-Free USA Intermediate FundD944,739,618.885606,500.013N/AN/A51,636,651.724N/A
Delaware Pooled® Trust
Institutional ClassDPT Class
Macquarie Emerging Markets PortfolioFZN/AN/AN/AN/AN/A7,562,684.903
Macquarie Emerging Markets Portfolio IIG9N/AN/AN/AN/AN/A1,751,131.142
Macquarie Labor Select International Equity PortfolioF8N/AN/AN/AN/AN/A11,793,922.207
Delaware Global Listed Real Assets FundF93,095,951.951102,128.922284,471.786576,548.2194,533,595.460N/A
Voyageur Insured Funds
Delaware Tax-Free Arizona FundV35,510,328.815126,128.174N/AN/A1,882,418.943N/A
Voyageur Intermediate Tax Free Funds
Delaware Tax-Free Minnesota Intermediate FundVN5,676,099.491263,609.599N/AN/A2,116,477.904N/A

Registrants / FundsAutex CodeClass AClass CClass RClass R6Institutional ClassClass L
Voyageur Mutual Funds
Delaware Minnesota High-Yield Municipal Bond FundVL9,954,357.4951,262,991.915N/AN/A9,265,237.483N/A
Delaware National High-Yield Municipal Bond FundVQ20,333,111.9094,766,993.857N/AN/A119,579,053.616N/A
Delaware Tax-Free California FundV66,812,680.046303,686.597N/AN/A3,744,032.603N/A
Delaware Tax-Free Idaho FundVF6,114,329.181545,231.758N/AN/A4,655,482.328N/A
Delaware Tax-Free New York FundVS13,381,618.659384,398.640N/AN/A4,275,656.873N/A
Voyageur Mutual Funds II
Delaware Tax-Free Colorado FundV814,170,567.902580,666.141N/AN/A6,751,069.226N/A
Voyageur Mutual Funds III
Delaware Select Growth FundV17,895,687.890314,841.63091,661.166N/A1,283,391.692N/A
Voyageur Tax Free Funds
Delaware Tax-Free Minnesota FundVO29,501,224.5421,329,984.842N/AN/A17,283,499.624N/A

Delaware VIP® Trust
StandardService
Delaware VIP® Emerging Markets Series
N113,037,782.23512,840,214.759
Delaware VIP® Small Cap Value Series
F211,578,805.08624,636,229.785
Delaware VIP® Equity Income Series
FL16,533,677.627N/A
Delaware VIP® Fund for Income Series
FLA14,916,629.817N/A
Delaware VIP® Growth and Income Series
FL215,639,394.607N/A
Delaware VIP® Growth Equity Series
FL35,167,100.393N/A
Delaware VIP® International Series
FL611,030,773.51441,497.053

Delaware VIP® Trust
StandardService
Delaware VIP® Investment Grade Series
FL95,161,528.8421,029.970
Delaware VIP® Limited Duration Bond Series
FL82,776,161.084N/A
Delaware VIP® Opportunity Series
FL44,694,531.891N/A
Delaware VIP® Special Situations Series
FL57,366,715.171N/A
Delaware VIP® Total Return Series
FL74,058,388.185848.994


shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or

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or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware.APPENDIX C
With respect to any shareholders’ meeting, the Trust may accept proxies by electronic
transmission (as defined in the DSTA) or telephonic, computerized, telecommunications or any other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger.
otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy.
A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Subject to the provisions of the [Delaware Statutory Trust Act], the Declaration of Trust, or these By-Laws, the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, shall govern all matters concerning the giving, voting or validity of proxies, as if the Trust were a Delaware corporation and the shareholders were stockholders of a Delaware corporation. Notwithstanding any other provision herein to the contrary, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the shareholders of one or more Series or classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting.
With respect to any shareholders’ meeting, the Trust may accept proxies by electronic transmission (as defined in the DSTA) or telephonic, computerized, telecommunications

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

The proposed amendment to the By-Laws provides clarity on the choice of law relating to proxy matters and establish a body of case, statutory, and other law for interpreting and resolving proxy-related issues and disputes. This, combined with the depth and breadth of Delaware business law, may increase certainty of outcome for the Funds and shareholders with regard to proxies.
Management believes that a court would likely look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds.  Accordingly, this proposed amendment to the By-Laws is not intended to substantively change the rights of shareholders.  Moreover, each Trust’s governing instruments permit the By-Laws to be amended without shareholder approval.  Because there is a possibility that a current or future interpretation of, or amendment to, the Delaware General Corporation Law could substantively change the rights of shareholders with respect to proxy-related issues, however, the Board considers it to be appropriate to obtain shareholder approval for this particular proposed amendment to the By-Laws.
In the event that shareholders do not approve this proposed amendment to the By-Laws, Management expects that a court would still be likely to look to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds.  In the absence of this amendment to the By-Laws, however, there would be less certainty that a court would look exclusively to the Delaware General Corporation Law in interpreting proxy-related issues for the Funds, and it is possible that a court might also look to other Delaware law or the laws of other jurisdictions in interpreting proxy-related issues for the Funds.
Quorum and Required Vote
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting.  A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
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Provided that Quorum requirements have been satisfied for a Trust, Proposals 5(a)-(c) each must be approved by the affirmative vote of a majority of votes cast.  For a Trust that is made up of more than one Fund, the votes of all the shares of the Funds of that Trust will be counted together in determining the results of the voting for Proposals 5(a)-(c).
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF
EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSALS 5(A) THROUGH (C).

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VOTING INFORMATION
How will shareholder voting be handled?
Only shareholders of record of the Funds at the close of business on January 22, 2014 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement.  Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.  If sufficient votes to approve a Proposal for a Fund are not received by the date of the Meeting or any reconvened Meeting following an adjournment, the Meeting or reconvened Meeting may be adjourned for that Fund or for that Proposal, and the Fund may also call the vote on some Proposals but adjourn with regard to other Proposals, to permit further solicitations of proxies.  The persons named as proxies on the enclosed proxy cards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposals) that properly come before the Meeting.  A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting with respect to that Fund.  The Meeting may also be adjourned by the Chairperson of the Meeting.
Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting.  Broker non-votes are proxies from brokers or nominees that vote on matters for which they have discretionary authority to vote (“discretionary items,” e.g., the election of trustees), but also indicate that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote (“non-discretionary items,” e.g., changes to fundamental investment restrictions).  Because the Meeting has both discretionary and non-discretionary items on the agenda, the Funds anticipate receiving broker non-votes.  Abstentions and broker non-votes are considered as shares present at the Meeting but are not considered votes cast.  As a result, abstentions and broker non-votes will have the same effect as a vote “Against” the Proposals requiring a “1940 Act Majority,” but will have no effect on Proposals requiring a plurality or majority of votes cast.
How do I ensure my vote is accurately recorded?
You may attend the Meeting and vote in person.  You may also vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet.  If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting in accordance with your voting instructions by the persons appointed as proxies.  A proxy card is, in essence, a ballot.  If you sign and date the proxy card but give no voting instructions, your shares will be voted in favor of the Trustee Nominees in Proposal 1 and for Proposals 2–5.  Your proxies will also be voted in the discretion of the persons appointed as proxies on any other matters that may properly come before the Meeting or any adjournment or postponement of the Meeting, although management of the Funds does not expect any such matters to come before the Meeting.  If your shares are held of record by a broker/dealer and you wish to vote in person at the Meeting, you must obtain a legal proxy from the broker of record and present it at the Meeting.
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May I revoke my proxy?
You may revoke your proxy at any time for a Fund before it is voted by sending a written notice to the Fund expressly revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person.  If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy.  If you wish to vote in person at the Meeting, you must obtain a legal proxy from your broker of record and present it at the Meeting.
What other matters will be voted upon at the Meeting?
The Boards do not intend to bring any matters before the Meeting other than as described in this Proxy Statement.  Because the Meeting is a special meeting, the Boards do not anticipate that any other matters will be brought before the Meeting by others.  However, if any other matter legally comes before the Meeting, proxies will be voted in the discretion of the persons appointed as proxies.
Who is entitled to vote?
Only shareholders of record on the Record Date will be entitled to vote at the Meeting on the matters described in this Proxy Statement.  The table in Appendix [M] shows as of [RECENT PRACTICABLE DATE], as to each of the Funds, the number of shares outstanding.
What is the Quorum requirement?
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting.  A Quorum for a Trust or a particular Fund means one-third (33⅓%) of the shares of that Trust or Fund that are entitled to vote at the Meeting, present in person or represented by proxy.  Please refer to each Proposal for the applicable voting standard.
Who will pay the expenses of the Meeting?
Each Fund will bear its proportionate cost of the proxy preparation, mailing and solicitation. Costs will be generally allocated equally across the Funds. The Funds have engaged [PROXY SOLICTOR] to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $[COST].  Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes.  [The agreement with [PROXY SOLICTOR]  provides that [PROXY SOLICTOR] shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.]
What other solicitations will be made?
This proxy solicitation is being made by the Boards for use at the Meeting.  In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts.  The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record.
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In addition to solicitations by mail, officers and employees of the Trusts, DMC, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews.  The Funds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.
As the Meeting date approaches, you may receive a telephone call from a representative of [PROXY SOLICITOR] 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 [PROXY SOLICITOR] 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 [PROXY SOLICITOR] 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 [PROXY SOLICITOR], then the [PROXY SOLICITOR] 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 [PROXY SOLICITOR] 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.  [PROXY SOLICITOR] 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 [PROXY SOLICITOR] immediately if his or her instructions are not correctly reflected in the confirmation.
Why did my household receive only one copy of this Proxy Statement?
Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address (a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record.  If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to Attention: Shareholder Servicies, P.O. Box 9876, Providence,  RI 02940-8076, by overnight courier service to 4400 Computer Drive, Westborough, MA 01581-1722, or by calling toll-free 800 523-1918.
How do I submit a shareholder proposal for inclusion in a Trust’s proxy statement for a future shareholder meeting?
The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders.  Each Fund is, however, required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies,
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objectives or restrictions of the Fund.  Each Trust also would be required to hold a shareholder meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders.  The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of the Board, or the President of the Trust.
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to that Fund a reasonable time before the Board’s solicitation relating to that meeting is to be made.  Shareholder proposals must meet certain legal requirements established by the SEC, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement.  The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by that Fund within a reasonable period of time before the Board’s solicitation relating to that meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Trusts, David F. Connor, at the address of the Funds given above.
How may I communicate with the Boards?
Shareholders who wish to communicate to the Boards may address correspondence to Thomas L. Bennett, Coordinating Trustee for the Trusts, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103.  Shareholders may also send correspondence to the Coordinating Trustee, or any individual Trustee, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103.  Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).
MORE INFORMATION ABOUT THE FUNDS
Transfer Agency Services. Delaware Investments Fund Services Company (“DIFSC”), an affiliate of DMC, located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent (the “Transfer Agent”) pursuant to a Shareholder Services Agreement. The Transfer Agent is paid a fee by the Funds for providing these services consisting of an asset-based fee and certain out-of-pocket expenses. The Transfer Agent will bill, and the Funds will pay, such compensation monthly. Omnibus and networking fees charged by financial intermediaries and subtransfer agency fees are passed on to and paid directly by the Funds. The Transfer Agent’s compensation is fixed each year and approved by the Board, including a majority of the Independent Trustees.DELAWARE FUNDS® BY MACQUARIE

BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”), 480 Washington Boulevard, Jersey City, NJ 07310, provides subtransfer agency services to the Funds. In connection with these services, BNYMIS administers the overnight investment of cash pending investment in the Funds or payment of redemptions. The proceeds of this investment program are used to offset the Funds’ transfer agency expenses.
Fund Accountants.  The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, NY 10286-0001, provides fund accounting and financial administration services to
29
the Funds. Those services include performing functions related to calculating the Funds’ NAVs and providing financial reporting information, regulatory compliance testing and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.
DIFSC provides fund accounting and financial administration oversight services to the Funds. Prior to November 1, 2014, Delaware Services Company (“DSC”) provided fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DIFSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DIFSC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DIFSC under the service agreements described above will be allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis.
Distribution Services. Delaware Distributors, L.P., located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as the national distributor of the Funds’ shares. The Distributor is an affiliate of DMC. The Distributor has agreed to use its best efforts to sell shares of the Funds. Shares of the Funds are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trust.
[No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DIFSC during the Fund’s most recently completed fiscal year.]
PRINCIPAL HOLDERS OF SHARES
As of [RECENT PRACTICABLE DATE], the officers and Trustees of the Trusts, as a group, owned less than 1% of the outstanding voting shares of each Fund or class thereof, except as noted in Appendix [K].
To the best knowledge of the Trusts, as of [RECENT PRACTICABLE DATE], no person, except as set forth in Appendix [L], owned of record 5% or more of the outstanding shares of any Fund.  Except as noted in Appendix [L], the Trusts have no knowledge of beneficial ownership of 5% or more of the outstanding shares of any class of any Fund.
APPENDICES TO
PROXY STATEMENT
APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT
APPENDIX B – TRUSTEE NOMINEES
APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
30
APPENDIX D – FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES
APPENDIX E — TRUSTEE COMPENSATION
APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS
APPENDIX G – AUDITOR INFORMATION
APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURES
APPENDIX I – TRUSTEES AND OFFICERS OF DMC
APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING
APPENDIX K — 1% SHARE OWNERSHIP
APPENDIX L — 5% SHARE OWNERSHIP

31


APPENDIX A – TRUSTS AND SERIES USING THIS PROXY STATEMENT
TrustFunds
Delaware Group® Adviser Funds
Delaware Diversified Income Fund
Delaware Global Real Estate Opportunities Fund
Delaware U.S. Growth Fund
Delaware Group® Cash Reserve
Delaware Cash Reserve® Fund
Delaware Group® Equity Funds I
Delaware Mid Cap Value Fund
Delaware Group® Equity Funds II
Delaware Value® Fund
Delaware Group® Equity Funds IV
Delaware Healthcare Fund
Delaware Smid Cap Growth Fund
Delaware Group® Equity Funds V
Delaware Dividend Income Fund
Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
Delaware Group Foundation Funds®
Delaware Foundation® Conservative Allocation Fund
Delaware Foundation® Growth Allocation Fund
Delaware Foundation® Moderate Allocation Fund
Delaware Group® Global & International Funds
Delaware Emerging Markets Fund
Delaware Focus Global Growth Fund
Delaware Global Value Fund
Delaware International Value Equity Fund
Delaware Group® Government Fund
Delaware Core Plus Bond Fund
Delaware Emerging Markets Debt Fund
Delaware Inflation Protected Bond Fund
Delaware Group® Income Funds
Delaware Corporate Bond Fund
Delaware Diversified Floating Rate Fund
Delaware Extended Duration Bond Fund
Delaware High-Yield Opportunities Fund
Delaware Group® Limited-Term Government Funds
Delaware Limited-Term Diversified Income Fund
Delaware Group® State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund
Delaware Group® Tax-Free Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware Pooled® Trust
The Core Plus Fixed Income Portfolio
The Emerging Markets Portfolio
The Emerging Markets Portfolio II
The Focus Smid-Cap Growth Equity Portfolio
The High-Yield Bond Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
The Large-Cap Growth Equity Portfolio
The Large-Cap Value Equity Portfolio
The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund)
The Select 20 Portfolio
Delaware VIP® Trust
Delaware VIP® Diversified Income Series
Delaware VIP® Emerging Markets Series
Delaware VIP® High Yield Series
Delaware VIP® International Value Equity Series
Delaware VIP® Limited-Term Diversified Income Series
Delaware VIP® REIT Series
Delaware VIP® Small Cap Value Series
Delaware VIP® Smid Cap Growth Series

32
TrustFunds
Delaware VIP® U.S. Growth Series
Delaware VIP® Value Series
Voyageur Insured FundsDelaware Tax-Free Arizona Fund
Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund
Voyageur Mutual FundsDelaware Minnesota High-Yield Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free New York Fund
Voyageur Mutual Funds IIDelaware Tax-Free Colorado Fund
Voyageur Mutual Funds IIIDelaware Select Growth Fund
Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund

33

APPENDIX B – TRUSTEE NOMINEES
Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by TrusteeOther Directorships Held by Trustee
Interested Trustee
Patrick P. Coyne1
2005 Market Street
Philadelphia, PA 19103
April 1963
Chairman, President, Chief Executive Officer, and Trustee
Chairman and Trustee since August 16, 2006
President and Chief Executive Officer since August 1, 2006
Patrick P. Coyne has served in various executive capacities at different times at Delaware Investments.2
65
Board of Governors Member – Investment Company Institute (ICI)
Director and Audit Committee Member — Kaydon Corp. (2007-2013)

Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by TrusteeOther Directorships Held by Trustee
Independent Trustees
Thomas L. Bennett
2005 Market Street
Philadelphia, PA 19103
October 1947
TrusteeSince March 2005
Private Investor —
(March 2004 – Present)
65
Director — Bryn Mawr Bank Corp. (BMTC)
(April 2007 – Present)
Ann Borowiec
2005 Market Street
Philadelphia, PA 19103
November 1958
Proposed TrusteeN/ACEO, Private Wealth Management (2011 – 2013) and Market Manager, New Jersey Private Bank (2005 – 2011) – JP Morgan Chase & Co.N/A
Co-Chair and Trustee — JerseyCAN
Trustee — 50CAN
Trustee and Executive Committee Member — NJPAC
Trustee — New Jersey Symphony Orchestra
Joseph W. Chow
2005 Market Street
Philadelphia, PA 19103
TrusteeSince January 2013
Executive Vice President (Emerging Economies Strategies, Risk and Corporate Administration)
65Director and Audit Committee Member – Hercules Technology
34
Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by TrusteeOther Directorships Held by Trustee
Independent Trustees
January 1953
State Street Corporation (July 2004 – March 2011)
Capital, Inc. (2004-2014)
John A. Fry
2005 Market Street
Philadelphia, PA 19103
May 1960
TrusteeSince January 2001
President – Drexel University (August 2010 – Present)
President —
Franklin & Marshall College
(June 2002 – July 2010)
65
Director – Hershey Trust Company
Director, Audit Committee, and Governance Committee Member —
Community Health Systems
Lucinda S. Landreth
2005 Market Street
Philadelphia, PA 19103
June 1947
TrusteeSince March 2005
Private Investor
(2004 - Present)
65None
Frances A. Sevilla-Sacasa
2005 Market Street
Philadelphia, PA 19103
January 1956
TrusteeSince September 2011
Chief Executive Officer – Banco Itau International (April 2012 – Present)
Executive Advisor to Dean (August 2011 – March 2012) and Interim Dean (January 2011 – July 2011) – University of Miami School of Business Administration
65Trust Manager and Audit Committee Member – Camden Property Trust
Thomas K. Whitford
2005 Market Street
Philadelphia, PA 19103
March 1956
TrusteeSince January 2013Vice Chairman (2010 – April 2013), Chief Administration Officer (2008 – 2010) and Executive Vice President and Chief Administrative Officer (2007-2009) – PNC Financial Services Group65Director – HSBC Finance Corporation and HSBC North American Holdings Inc.
Janet L. Yeomans
2005 Market Street
Philadelphia, PA 19103
July 1948
TrusteeSince April 1999
Vice President and Treasurer
(January 2006 – Present),
Vice President — Mergers & Acquisitions
(January 2003 – January 2006), and Vice President
(July 1995 – January 2003)
3M Corporation
65
Director, Audit and Compliance Committee
Chair, Investment Committee Member, and Governance Committee Member – Okabena Company
Chair – 3M Investment Management Committee (2005-2012)
35
Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by TrusteeOther Directorships Held by Trustee
Independent Trustees
J. Richard Zecher
2005 Market Street
Philadelphia, PA 19103
July 1940
TrusteeSince March 2005
Founder —
Investor Analytics
(Risk Management)
(May 1999 – Present)
Founder —
P/E Investments
(Hedge Fund)
(September 1996 – Present)
65
Director and Compensation Committee Chairperson —
Investor Analytics
Director – P/E Investments
1 Mr. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC.
2 Delaware Investments® is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment advisor, principal underwriter, and transfer agent.

36


APPENDIX C – NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
As Amended 5/16/07
As Further Amended 11/15/07
As Further Amended 5/22/08
As Further Amended 11/20/08
As Further Amended 2/16/10
As Further Amended 2/15/11
As Further Amended 5/22/13
Nominating and Corporate Governance Committee Charter
DELAWARE INVESTMENTS FAMILY OF FUNDS
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors/Trustees (the “Board”) shall be composed of not less thanat least three members, each of whom shall be, in the unanimous opinion of the members of the Committee after consultation with legal counsel to the independent trustees of the Board, independent as defined in Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, and the listing standards of any national securities exchange on which any fund of the Delaware Investments Family of Funds® by Macquarie (each a “Fund”) is listed, and the Coordinating Trustee,Board Chair, as an ex officio member. The members of the Committee shall be elected by the Board. One member of the Committee shall be designated by the Board as Chairperson.the Committee’s Chair (the “Chair”). The ChairpersonChair shall preside at all Committee meetings at which he or she is present and membersshall have such other duties and authority as may be determined by the Committee. The Board may remove any member of the Committee shall have one year terms, renewable for a maximum of six (6) terms.(including the Chair) at any time with or without cause. The ChairpersonChair and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.
Board Nominations
1.
Independent Directors/Trustees. The Committee shall make recommendations to the Board regarding nominations for individuals to serve as Independent Director/Trustee on the Board. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ investment adviser, affiliates of such investment adviser, and other 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 service providers. In addition to evaluating a candidate’s independence, the Committee shall consider other factors that the Committee may deem relevant, which may include but shall not be limited to:

the person’s educational background; business, professional training or practice (e.g., accounting or law); public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, and/or other life experiences.
1. Independent Directors/Trustees. Independent Directors/Trustees for
whether the openperson’s professional experience, education, skills and closed-end Funds are to be selectedother individual qualities and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Boardattributes, including gender, race or national origin, would provide beneficial diversity of Directors/Trusteesskills, experience or perspective 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 BoardBoard’s 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.

37

3. Coordinating Trustee. The Committee shall nominate the Coordinating Trustee.
4. Committees. The Committee shall annually review the membership of and annually recommend persons to serve as chairpersons and members of each committee of the Board. The Committee shall also review the continued appropriateness of existing committees and consider the addition of new committees. The Committee shall also make recommendations for chairpersons and members of any new committee established by the Board.
5. Affiliated Directors/Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board.
6. Shareholder Recommendations. The Committee shall consider shareholder recommendations for nominations to the Board of Directors.
7. Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees and Board diversity, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board.
Corporate Governance
1. The Committee shall evaluate annually the ability of each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as requiredcollective attributes. Such considerations will vary based on the Committee’s evaluation.Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations;

2. The Committee shall evaluate whether a particular fund on which an Independent Trustee/Director serves is a competing mutual fund for purposesthe character and integrity of the Policy Regarding Service on Competitive Boards.person;
whether or not the person has any criminal convictions (other than traffic violations) or felony or misdemeanor convictions involving the purchase or sale of a security;
3. The Committee shall review on an annual basis

whether or not the totalperson has been the subject of each Director’s/Trustee’s investmentsany order, judgment or decree (which was not subsequently reversed, suspended or vacated) of any federal or state authority finding that the individual violated or is in violation of any federal or state securities laws;

whether or not the Fundsperson is willing to monitor compliance with the Policy Regarding Mandatory Investment in the Funds by Trustees/Directors.
4. The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues.
5. The Committee shall oversee educational sessions of the meetings of the Board of Directors/Trusteesserve, and the purpose, content, organizationwilling and effectiveness of the orientation process for new members of the Board of Directors/Trustees.
6. At least annually, the Committee shall review the amount of compensation payableable 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 andcommit the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure.
7. The Committee shall monitornecessary for the performance of counsel for the independent Directors/Trustees.duties of a Director/Trustee of the Funds; and

whether or not the selection and nomination of the person would be consistent with the requirements of the Funds’ retirement policy.

2.
Chair of the Board. The Committee shall nominate an individual to serve as the Chair of the Board.

3.
Committees. The Committee shall annually review the membership of and annually recommend to the Board persons to serve as chairpersons and members of each standing committee of the Board. The Committee shall also make recommendations to the Board regarding persons to serve as chairpersons and members of any new standing committee established by the Board.

4.
Affiliated Directors/Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations to the Board regarding Director/Trustee membership on the Board for “interested persons” (as defined in the Investment Company Act of 1940).

5.
Shareholder Recommendations. In the event that there is a vacancy on the Board, the Committee shall consider any recently received shareholder recommendations for nominations to the Board. At all other times, the Committee may but need not consider any shareholder recommendations for nominations to the Board.

6.
Board Composition. The Committee shall periodically review the composition of the Board, including the number of Directors/Trustees and Board diversity, to determine whether it may be appropriate to recommend the addition of individuals with different backgrounds or skill sets from those already on the Board.

Corporate Governance
1.The Committee shall review and make recommendations to the Board with respect to the size, structure, processes, and practices of the Board and the committees of the Board.
38
2.The Committee shall review the continued appropriateness of existing committees of the Board, and consider the addition of new committees of the Board.

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

4.In accordance with the Statement of Policy Regarding Service on Competitive Boards, the Committee shall make such inquiries as it deems necessary with respect to proposed or continuing board service by Independent Directors/Trustees, and shall periodically re- examine existing board positions held by Independent Directors/Trustees.

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

6.The Committee shall oversee educational sessions of the meetings of the Board and shall, at least annually, conduct a review of Director/Trustee education on current industry issues.

7.The Committee shall oversee the purpose, content, organization, and effectiveness of the orientation process for new Directors/Trustees.

8.The Committee shall periodically 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.

9.The Committee shall periodically monitor the performance of legal counsel for the Independent Directors/Trustees.
10.The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board and shall review and respond, as appropriate, to shareholders who communicate with the Board.

8. The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees and shall review and respond, as appropriate, to shareholders who communicate with the Board of Directors/Trustees.
Other PowersAuthority and Responsibilities
1.The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). Without intending any limitation on the generality of the foregoing, the Committee is authorized to engage an independent consultant to review the Board’s compensation structure.

2.The Committee shall review this Charter at least annually and recommend any changes to the Board.
1. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s).
3.The Committee shall review annually the Board Policies and Practices and recommend any changes to the Board.

4.The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel & Entertainment Policy.
2. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees.
5.The Committee shall conduct an annual performance evaluation of the Committee.

6.The Committee shall conduct an annual performance evaluation of the Board and report its findings and recommendations to the Committee of Independent Directors/Trustees.
3. The Committee shall review annually the Board of Directors/Trustees Policies and Practices.
7.The Committee shall review annually Director and Officer insurance matters and report its findings and recommendations to the Board.

8.The Committee shall review annually the compensation for the Funds’ Chief Compliance Officer and report its findings and recommendations to the Board.
4. The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy.
5. The Committee shall conduct an annual performance evaluation of the Committee.
6. The Committee shall review the annual performance evaluation of the Board and report its findings and recommendations to the Committee of Independent Directors/Trustees.
7. The Committee shall review annually Director and Officer insurance matters and report its findings and recommendations to the Board.
8. The Committee shall review annually the compensation for the Chief Compliance Officer and report its findings and recommendations to the Board.
9. The Committee shall, at least annually, review the Charter of the Committee of Independent Directors/Trustees and recommend any changes to the Committee of Independent Directors/Trustees.
10. In the event that Delaware Investments is considering a merger or other transaction and desires input from the Board of Directors/Trustees, the Committee shall respond to any such inquiries.
11. The Committee shall perform such other functions that shall be delegated to it from time to time by the Board.

39

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

10.The Committee shall perform such other functions and exercise such other authority as delegated to it from time to time by the Board.






APPENDIX D
TRUSTEE NOMINEES’ OWNERSHIP OF FUND SHARES
AS OF THE RECORD DATE
NameDollar Range of Equity Securities in the FundsAggregate Dollar Range of Equity Securities* in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Interested Trustee
Shawn K. Lytle
$10,001 - $50,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Wealth Builder Fund
$10,001 - $50,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
$10,001 - $50,000
Delaware Group Global & International Funds – Delaware Emerging Markets Fund
$10,001 - $50,000
Delaware Group Income Funds – Delaware Floating Rate Fund
Over $100,000
Independent Trustees
Jerome D. Abernathy
$50,001 - $100,000
Delaware Group Equity Funds II – Delaware Value Fund
$10,001 - $50,000
Delaware Group Equity Funds IV -Delaware Smid Cap Growth Fund
$10,001 - $50,000
Delaware Group Global & International Funds – Delaware Emerging Markets Fund
Over $100,000
Thomas L. Bennett
Over $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Value Fund
Over $100,000

Ann D. Borowiec
Over $100,000
Delaware Group Equity Funds IV -Delaware Smid Cap Growth Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
Delaware Group Global & International Funds – Delaware Emerging Markets Fund
Over $100,000
Joseph W. Chow
$1 - $10,000
Delaware Group Cash Reserve – Delaware Investments Ultrashort Fund
Over $100,000
Delaware Group Equity Funds IV -Delaware Healthcare Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
John A. Fry
$10,001 - $50,000
Delaware Group Adviser Funds – Delaware Diversified Income Fund
$50,001 - $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000

Frances A. Sevilla-Sacasa
$50,001 - $100,000
Delaware Group Adviser Funds – Delaware U.S. Growth Fund
$10,001 - $50,000
Delaware Group Equity Funds II – Delaware Value Fund
$10,001 - $50,000
Delaware Group Equity Funds IV -Delaware Wealth Builder Fund
Over $100,000
Delaware Group Foundation Funds – Delaware Strategic Allocation Fund
$10,001 - $50,000
Delaware Group Income Funds – Delaware Floating Rate Fund
Over $100,000
Thomas K. Whitford
Over $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
Christianna Wood
$50,001 - $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds IV -Delaware Smid Cap Growth Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Value Fund
Over $100,000

Janet L. Yeomans
Over $100,000
Delaware Group Equity Funds II – Delaware Value Fund
Over $100,000
Delaware Group Equity Funds V -Delaware Small Cap Core Fund
Over $100,000
* The ranges for equity securities ownership by each Trustee are: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.




APPENDIX D – FUND SHARE BENEFICIAL E
OWNERSHIP BY TRUSTEE NOMINEESOF SHARES
AS OF THE RECORD DATE
The following table showsOccasionally, the dollar rangenumber of shares of the Funds andheld in “street name” accounts of various securities dealers for the aggregate dollar rangebenefit of their clients as well as the number of shares held by other shareholders of record may exceed 5% of the Delaware Investments® Familytotal shares outstanding. As of Record Date, to the best of the knowledge of the Funds, that arethe following shareholders owned of record or beneficially owned by5% or more of any class of the outstanding voting shares of each Trustee Nominee as of [RECENT PRACTICABLE DATE].Fund:

Fund NameThomas L. BennettRegistration Address BlockAnn BorowiecPatrick P. CoyneJoseph W. ChowJohn A. FryLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard ZecherPercentage of Fund
Delaware Cash Reserve® FundDELAWARE TAX-FREE PENNSYLVANIA FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		14.73%
Delaware Core Plus Bond FundDELAWARE TAX-FREE PENNSYLVANIA FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		7.59%
Delaware Corporate Bond FundDELAWARE TAX-FREE PENNSYLVANIA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		12.44%
Delaware Diversified Floating Rate FundDELAWARE TAX-FREE PENNSYLVANIA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		9.06%
Delaware Diversified Income FundDELAWARE TAX-FREE USA FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.50%
Delaware Dividend Income FundDELAWARE TAX-FREE USA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310
Delaware Emerging Markets Fund
Delaware Emerging Markets Debt Fund
Delaware Extended Duration Bond Fund
Delaware Focus Global Growth Fund
Delaware Foundation® Conservation Allocation Fund
Delaware Foundation® Growth Allocation Fund
Delaware Foundation® Moderate Allocation Fund
Delaware Global Real Estate Opportunities Fund
Delaware Global Value Fund
Delaware Healthcare Fund
Delaware High-Yield Opportunities Fund
Delaware Inflation Protected Bond Fund
Delaware International Value35.60%

40

FundDELAWARE SMID CAP GROWTH FUND CLASS AThomas L. BennettCHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		Ann BorowiecPatrick P. CoyneJoseph W. ChowJohn A. FryLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard Zecher7.73%
Equity FundDELAWARE SMID CAP GROWTH FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		6.24%
Delaware Limited-Term Diversified Income FundDELAWARE SMID CAP GROWTH FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.44%
Delaware Mid Cap Value FundDELAWARE SMID CAP GROWTH FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		8.42%
Delaware Minnesota High-Yield Municipal Bond FundDELAWARE SMID CAP GROWTH FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.94%
Delaware National High-Yield Municipal Bond FundDELAWARE EMERGING MARKETS FUND CLASS ACHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905
Delaware Select Growth Fund
Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
Delaware Smid Cap Growth Fund
Delaware Tax-Free Arizona Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Colorado Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free Minnesota Fund
Delaware Tax-Free Minnesota Intermediate Fund
Delaware Tax-Free New York Fund
Delaware Tax-Free Pennsylvania Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware U.S. Growth Fund
Delaware Value® Fund
Delaware VIP® Diversified Income Series
Delaware VIP® Emerging Markets Series
Delaware VIP® High Yield Series
9.57%

41


FundDELAWARE EMERGING MARKETS FUND CLASS AThomas L. BennettMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		Ann BorowiecPatrick P. CoyneJoseph W. ChowJohn A. FryLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard Zecher20.36%
Delaware VIP® International Value Equity Series
DELAWARE EMERGING MARKETS FUND CLASS A		MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		10.01%
Delaware VIP® Limited-Term Diversified Income Series
DELAWARE EMERGING MARKETS FUND CLASS A		NATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.04%
Delaware VIP® REIT Series
DELAWARE EMERGING MARKETS FUND CLASS A		PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
 		5.55%
Delaware VIP® Smid Cap Value Series
DELAWARE EMERGING MARKETS FUND CLASS A		WELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		9.69%
Delaware VIP® Small Cap Growth Series
DELAWARE EMERGING MARKETS FUND CLASS I		AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		5.88%
Delaware VIP® U.S. Growth Series
DELAWARE EMERGING MARKETS FUND CLASS I		CHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		15.08%

DELAWARE EMERGING MARKETS FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.65%
Delaware VIP® Value Series
DELAWARE EMERGING MARKETS FUND CLASS I		LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		6.68%
The Core Plus Fixed Income PortfolioDELAWARE EMERGING MARKETS FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		16.16%
The Emerging Markets PortfolioDELAWARE EMERGING MARKETS FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.30%
The Emerging Markets PortfolioDELAWARE EMERGING MARKETS FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		10.23%
DELAWARE EMERGING MARKETS FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.43%
DELAWARE EMERGING MARKETS FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.83%

DELAWARE SMALL CAP VALUE FUND CLASS ACHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		5.03%
DELAWARE SMALL CAP VALUE FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		8.13%
DELAWARE SMALL CAP VALUE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		8.58%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		7.12%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.46%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.72%

DELAWARE STRATEGIC INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		10.79%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		18.27%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.05%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		5.28%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		5.06%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.50%

DELAWARE STRATEGIC INCOME FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.00%
DELAWARE STRATEGIC INCOME FUND CLASS ILINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC RETIREMENT PLAN
P.O. BOX 7876
FORT WAYNE IN  46801-7876		8.70%
DELAWARE STRATEGIC INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		14.68%
DELAWARE STRATEGIC INCOME FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O REGIONS
1 FREEDOM VALLEY DRIVE
OAKS PA 19456		49.18%
DELAWARE SMID CAP GROWTH FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		12.26%
DELAWARE SMID CAP GROWTH FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.08%
DELAWARE SMID CAP GROWTH FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		12.92%

DELAWARE SMID CAP GROWTH FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		14.66%
DELAWARE SMID CAP GROWTH FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.46%
DELAWARE SMID CAP GROWTH FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.00%
DELAWARE SMID CAP GROWTH FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		7.73%
DELAWARE SMALL CAP VALUE FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		25.63%
DELAWARE SMALL CAP VALUE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.95%
DELAWARE SMALL CAP VALUE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		10.81%

DELAWARE SMALL CAP VALUE FUND CLASS ISTATE STREET BANK AND TRUST COMPANY
AS TRUSTEE
FOR THE NEW YORK STATE DEFERRED
COMPENSATION PLAN
1200 CROWN COLONY DRIVE
QUINCY MA  02169		11.47%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		7.52%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		31.56%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		8.88%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		12.80%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		17.25%

DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.48%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		28.79%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		36.10%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		8.98%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		7.32%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.78%

DELAWARE EMERGING MARKETS FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		5.13%
DELAWARE EMERGING MARKETS FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.23%
DELAWARE EMERGING MARKETS FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		7.77%
DELAWARE EMERGING MARKETS FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		15.89%
DELAWARE EMERGING MARKETS FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		11.92%
DELAWARE EMERGING MARKETS FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.00%
DELAWARE EMERGING MARKETS FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		5.53%

DELAWARE EMERGING MARKETS FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		5.66%
DELAWARE EMERGING MARKETS FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		22.27%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.07%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		6.15%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		5.31%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		11.41%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		10.30%

DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.05%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		10.50%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		10.70%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		18.84%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		8.12%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		15.41%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		5.43%

DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.11%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		15.39%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		8.31%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CRBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400		5.25%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		13.09%
DELAWARE TAX-FREE USA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.13%

DELAWARE TAX-FREE USA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		9.03%
DELAWARE TAX-FREE USA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		10.80%
DELAWARE TAX-FREE USA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		11.31%
DELAWARE TAX-FREE USA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		18.18%
DELAWARE TAX-FREE USA FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		5.24%
DELAWARE TAX-FREE USA FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		8.64%
DELAWARE TAX-FREE USA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		13.95%

DELAWARE TAX-FREE USA INTERMEDIATE CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.02%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		41.99%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		9.16%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		10.39%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		15.73%
DELAWARE STRATEGIC INCOME FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		19.55%
DELAWARE STRATEGIC INCOME FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		16.35%

DELAWARE STRATEGIC INCOME FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
15.08%
DELAWARE STRATEGIC INCOME FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		22.61%
DELAWARE STRATEGIC INCOME FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		10.01%
DELAWARE SMID CAP GROWTH FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.93%
DELAWARE SMID CAP GROWTH FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		9.14%
DELAWARE SMID CAP GROWTH FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		10.32%
DELAWARE SMID CAP GROWTH FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		12.30%

DELAWARE SMID CAP GROWTH FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.94%
DELAWARE SMID CAP GROWTH FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.94%
DELAWARE SMID CAP GROWTH FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		10.42%
DELAWARE SMID CAP GROWTH FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		18.85%
DELAWARE SMALL CAP VALUE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		15.13%
DELAWARE SMALL CAP VALUE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		21.24%
DELAWARE SMALL CAP VALUE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		11.13%

DELAWARE SMALL CAP VALUE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
10.76%
DELAWARE SMALL CAP VALUE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		7.12%
DELAWARE SMALL CAP VALUE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		13.51%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		22.63%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		13.48%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		38.74%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOIUOE LOCAL 94 HEALTH &
BENEFIT FUND- COMMERCIAL
331-337 W 44TH ST
NEW YORK NY  10036-5402		5.59%

MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOLOCAL 804 I.B.T & LOCAL 447 I.A.M.
UPS MULIT-EMPLOYER RETIREMENT PLAN
55 GLENLAKE PKWY NE
ATLANTA GA 30328-3474		33.00%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOPIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR TTEE/CUST
JOINT ANNUITY FUND LOCAL UNION 164
C/O FABIAN & BRYN
425 EAGLE ROCK AVENUE
ROSELAND NJ  07068		6.56%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOPLUMBERS AND STEAMFITTERS LOCAL
NO 7 PENSION FUND
18 AVIS DRIVE
LATHAM NY 12110-2605		9.20%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIORELIANCE TRUST CO
FBO SF CULINARY PEN
201 17TH ST STE 1000
ATLANTA GA 30363-0000		15.43%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOTHE NORTHERN TRUST CO AS CUST FBO
MIDWEST OPERATING ENGINEERS WELFARE
PO BOX 92956
CHICAGO IL  60675-2956		6.04%
MACQUARIE LABOR SELECT INTL EQUITY PORTFOLIOTHE NORTHERN TRUST CO AS CUST FBO
MIDWEST OPERATING ENGINEERS WELFARE
801 S CANAL
CHICAGO IL  60675-0001		9.66%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		15.19%

DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.90%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		5.48%
DELAWARE ULTRASHORT FUND CLASS CASCENSUS TRUST COMPANY FBO
BERKS ENGINEERING CO 401(K)
P.O. BOX 10758
FARGO, ND 58106		6.14%
DELAWARE ULTRASHORT FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.02%
DELAWARE ULTRASHORT FUND CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		38.33%
DELAWARE ULTRASHORT FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		33.27%
DELAWARE ULTRASHORT FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		55.21%
DELAWARE ULTRASHORT FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.05%

DELAWARE ULTRASHORT FUND CLASS IPLUMBERS AND PIPEFITTERS LOCAL
EDUCATION FUND
C/O I.E SHAFFER & CO
830 BEAR TAVERN RD 2ND FL
WEST TRENTON NJ 08628-0230		31.59%
DELAWARE WEALTH BUILDER FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.06%
DELAWARE WEALTH BUILDER FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		6.72%
DELAWARE WEALTH BUILDER FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		11.84%
DELAWARE WEALTH BUILDER FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		10.39%
DELAWARE WEALTH BUILDER FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		8.46%
DELAWARE WEALTH BUILDER FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		10.61%

DELAWARE WEALTH BUILDER FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		13.41%
DELAWARE WEALTH BUILDER FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		19.79%
DELAWARE WEALTH BUILDER FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.56%
DELAWARE WEALTH BUILDER FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.32%
DELAWARE WEALTH BUILDER FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		8.50%
DELAWARE WEALTH BUILDER FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		15.01%

DELAWARE WEALTH BUILDER FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		5.19%
DELAWARE WEALTH BUILDER FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		23.98%
DELAWARE WEALTH BUILDER FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.82%
DELAWARE WEALTH BUILDER FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		16.38%
DELAWARE WEALTH BUILDER FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		6.81%
DELAWARE WEALTH BUILDER FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		6.44%
DELAWARE WEALTH BUILDER FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.27%

DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		6.76%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		30.31%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		18.78%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.61%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		6.45%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		24.63%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		44.18%

DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		12.46%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		13.12%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		5.07%
MACQUARIE EMERGING MARKETS PORTFOLIOSTATE UNIVERSITIES RETIREMENT
SYSTEM OF ILLINOIS
1901 FOX DR
CHAMPAIGN IL 61820-7333		96.66%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		5.22%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		10.85%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		28.37%

DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
26.87%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		8.81%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		11.05%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		76.68%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.47%
DELAWARE DIVERSIFIED INCOME FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		6.28%
DELAWARE DIVERSIFIED INCOME FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		19.57%

DELAWARE DIVERSIFIED INCOME FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.06%
DELAWARE DIVERSIFIED INCOME FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		11.74%
DELAWARE DIVERSIFIED INCOME FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.07%
DELAWARE DIVERSIFIED INCOME FUND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		6.06%
DELAWARE DIVERSIFIED INCOME FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		7.50%
DELAWARE DIVERSIFIED INCOME FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		9.15%
DELAWARE DIVERSIFIED INCOME FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		11.43%

DELAWARE DIVERSIFIED INCOME FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.26%
DELAWARE DIVERSIFIED INCOME FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		7.12%
DELAWARE DIVERSIFIED INCOME FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		18.18%
DELAWARE DIVERSIFIED INCOME FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		11.68%
DELAWARE DIVERSIFIED INCOME FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		8.45%
DELAWARE DIVERSIFIED INCOME FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		12.58%
DELAWARE DIVERSIFIED INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		7.90%

DELAWARE DIVERSIFIED INCOME FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		17.57%
DELAWARE DIVERSIFIED INCOME FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		8.77%
DELAWARE DIVERSIFIED INCOME FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		7.90%
DELAWARE DIVERSIFIED INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		16.77%
DELAWARE DIVERSIFIED INCOME FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		8.15%
DELAWARE DIVERSIFIED INCOME FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		10.42%
DELAWARE DIVERSIFIED INCOME FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		7.02%

DELAWARE DIVERSIFIED INCOME FUND CLASS R6MAC & CO
NUCLEAR DECOMMISSIONING TRT
500 GRANT ST RM 151-1010
PITTSBURGH PA 15258		22.89%
DELAWARE DIVERSIFIED INCOME FUND CLASS R6MAC & CO
FBO NEXTERA ENERGY DUANE ARNOLD LLC
ATTN MUTUAL FUND OPERATIONS
PO BOX 3198
525 WILLIAM PENN PLACE
PITTSBURGH PA  15230-3198		14.01%
DELAWARE DIVERSIFIED INCOME FUND CLASS R6THE NORTHERN TRUST CO AS TTEE FBO
GEORGIA GULF
50 S LA SALLE ST
CHICAGO IL  60603-1003		21.76%
DELAWARE EMERGING MARKETS FUND CLASS R6EDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		35.39%
DELAWARE EMERGING MARKETS FUND CLASS R6JP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		18.52%
DELAWARE EMERGING MARKETS FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		16.34%
DELAWARE FLOATING RATE FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		5.32%

DELAWARE FLOATING RATE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		6.38%
DELAWARE FLOATING RATE FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.74%
DELAWARE FLOATING RATE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		14.56%
DELAWARE FLOATING RATE FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.32%
DELAWARE FLOATING RATE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		9.23%
DELAWARE FLOATING RATE FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		6.58%
DELAWARE FLOATING RATE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		7.34%

DELAWARE FLOATING RATE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		5.34%
DELAWARE FLOATING RATE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.05%
DELAWARE FLOATING RATE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		36.78%
DELAWARE FLOATING RATE FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		5.75%
DELAWARE FLOATING RATE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		9.74%
DELAWARE FLOATING RATE FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		9.48%

DELAWARE FLOATING RATE FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		13.68%
DELAWARE FLOATING RATE FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		12.39%
DELAWARE FLOATING RATE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		8.10%
DELAWARE FLOATING RATE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		12.07%
DELAWARE FLOATING RATE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		28.72%
DELAWARE FLOATING RATE FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		5.25%
DELAWARE FLOATING RATE FUND CLASS RMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		30.62%

DELAWARE FLOATING RATE FUND CLASS RPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
69.25%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL AAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.05%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL ACHRISTOPHER J TYDRICK
TOD KEVIN M TYDRICK
SUBJECT TO STA TOD RULES
642 OVERHILL RD
ARDMORE PA 19003-1007		21.30%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.17%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		19.87%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL CBNYM I S TRUST CO CUST CESA FBO
JOHN G LANOUE RESP INDV
CONNOR J LANOUE
1846 COUNTY ROAD 11
TRACY MN 56175-1116		15.02%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		55.30%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		21.92%

DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		23.96%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL IMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		32.10%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		12.81%
DELAWARE EMERGING MARKETS DEBT CORPORATE FUND CL RMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		98.74%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.81%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		7.64%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.36%

DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.97%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.76%
DELAWARE TAX-FREE PENNSYLVANIA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		20.01%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		9.94%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		47.52%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		5.11%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
12.99%

DELAWARE TAX-FREE MINNESOTA INT FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		10.64%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		16.88%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		11.70%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		12.24%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
16.12%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		8.68%
DELAWARE TAX-FREE ARIZONA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		15.56%

DELAWARE TAX-FREE ARIZONA FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		7.20%
DELAWARE TAX-FREE ARIZONA FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.63%
DELAWARE TAX-FREE ARIZONA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.36%
DELAWARE TAX-FREE ARIZONA FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		17.81%
DELAWARE TAX-FREE ARIZONA FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		9.38%
DELAWARE TAX-FREE ARIZONA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		16.82%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		20.12%

DELAWARE TAX-FREE CALIFORNIA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		9.16%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		28.85%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.70%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.20%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.17%
DELAWARE TAX-FREE COLORADO FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		22.83%
DELAWARE TAX-FREE COLORADO FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		15.02%

DELAWARE TAX-FREE COLORADO FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.25%
DELAWARE TAX-FREE COLORADO FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.77%
DELAWARE TAX-FREE COLORADO FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.04%
DELAWARE TAX-FREE COLORADO FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		7.66%
DELAWARE TAX-FREE COLORADO FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		9.60%
DELAWARE TAX-FREE COLORADO FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		16.17%
DELAWARE TAX-FREE IDAHO FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		24.92%

DELAWARE TAX-FREE IDAHO FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		12.99%
DELAWARE TAX-FREE IDAHO FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		11.07%
DELAWARE TAX-FREE IDAHO FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.89%
DELAWARE TAX-FREE IDAHO FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		10.06%
DELAWARE TAX-FREE IDAHO FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		9.80%
DELAWARE SMALL CAP GROWTH FUND ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		11.84%
DELAWARE SMALL CAP GROWTH FUND AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.55%

DELAWARE SMALL CAP GROWTH FUND ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		20.18%
DELAWARE SMALL CAP GROWTH FUND APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.58%
DELAWARE SMALL CAP GROWTH FUND ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		5.33%
DELAWARE SMALL CAP GROWTH FUND CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		8.94%
DELAWARE SMALL CAP GROWTH FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		21.68%
DELAWARE SMALL CAP GROWTH FUND CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		14.49%
DELAWARE SMALL CAP GROWTH FUND CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
17.65%
DELAWARE SMALL CAP GROWTH FUND CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		13.80%

DELAWARE SMALL CAP GROWTH FUND IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		21.36%
DELAWARE SMALL CAP GROWTH FUND ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		23.95%
DELAWARE SMALL CAP GROWTH FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		21.38%
DELAWARE SMALL CAP GROWTH FUND IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.06%
DELAWARE SMALL CAP GROWTH FUND IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.69%
DELAWARE SMALL CAP GROWTH FUND RASCENSUS TRUST COMPANY FBO
MACK CAMERA SERVICES 401(K)
PO BOX 10758
FARGO ND 58106		83.30%
DELAWARE SMALL CAP GROWTH FUND RPAI TRUST COMPANY, INC.
IMG COMPANIES, LLC 401(K) P/S PLA
1300 ENTERPRISE DRIVE
DE PERE WI 541150000		12.05%
DELAWARE FLOATING RATE FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202		90.94%

DELAWARE TAX-FREE MINNESOTA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.41%
DELAWARE TAX-FREE MINNESOTA FUND CLASS IBAND & CO
C/O US BANK NA
1555 N RIVERCENTER DR STE 302
MILWAUKEE WI  53212-3958		23.97%
DELAWARE TAX-FREE MINNESOTA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		9.84%
DELAWARE TAX-FREE MINNESOTA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		11.95%
DELAWARE TAX-FREE MINNESOTA FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.17%
DELAWARE TAX-FREE MINNESOTA FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		6.51%
DELAWARE TAX-FREE MINNESOTA FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.43%
DELAWARE TAX-FREE MINNESOTA FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		14.34%

DELAWARE TAX-FREE MINNESOTA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		12.00%
DELAWARE TAX-FREE MINNESOTA FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.02%
DELAWARE TAX-FREE MINNESOTA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.04%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		6.11%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.23%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		5.21%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		23.37%

DELAWARE TAX-FREE MINNESOTA FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
14.49%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		8.76%
DELAWARE TAX-FREE MINNESOTA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		12.36%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		9.15%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		13.21%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		10.95%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.28%

DELAWARE TAX-FREE MINNESOTA INT FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.88%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.17%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		23.40%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		12.19%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.00%
DELAWARE TAX-FREE MINNESOTA INT FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		22.88%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		17.01%

DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		5.27%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.54%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.02%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS ARBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400		9.58%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		9.12%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		9.50%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		13.52%

DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		6.83%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
23.73%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CRBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400		14.02%
DELAWARE MINNESOTA HIGH YLD MUNI BOND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		14.53%
DELAWARE SELECT GROWTH FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.02%
DELAWARE SELECT GROWTH FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.06%
DELAWARE SELECT GROWTH FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		7.95%

DELAWARE SELECT GROWTH FUND CLASS CASCENSUS TRUST COMPANY FBO
BERKS ENGINEERING CO 401(K)
P.O. BOX 10758
FARGO, ND 58106		8.79%
DELAWARE SELECT GROWTH FUND CLASS CASCENSUS TRUST COMPANY FBO
MU MANAGEMENT LLC
P.O. BOX 10758
FARGO, ND 58106		5.84%
DELAWARE SELECT GROWTH FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		10.81%
DELAWARE SELECT GROWTH FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		13.99%
DELAWARE SELECT GROWTH FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.53%
DELAWARE SELECT GROWTH FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.37%

DELAWARE TAX-FREE ARIZONA FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		5.59%
DELAWARE TAX-FREE ARIZONA FUND CLASS AJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		8.94%
DELAWARE TAX-FREE ARIZONA FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		6.48%
DELAWARE TAX-FREE ARIZONA FUND CLASS ARBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400		14.72%
DELAWARE TAX-FREE ARIZONA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		17.38%
DELAWARE TAX-FREE ARIZONA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		6.39%
DELAWARE TAX-FREE ARIZONA FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.81%

DELAWARE TAX-FREE ARIZONA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		7.90%
DELAWARE TAX-FREE ARIZONA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.79%
DELAWARE TAX-FREE ARIZONA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.89%
DELAWARE TAX-FREE ARIZONA FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.22%
DELAWARE TAX-FREE ARIZONA FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		7.92%
DELAWARE TAX-FREE ARIZONA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		42.15%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.68%

DELAWARE TAX-FREE CALIFORNIA FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		6.02%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		5.83%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.13%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		8.21%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		10.42%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		11.07%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		10.93%

DELAWARE TAX-FREE CALIFORNIA FUND CLASS CLAWRENCE H & BETTE N NAKAYAMA TTEES
NAKAYAMA FAMILY TRUST
U/A DTD 05/20/1995
853 E GLADWICK ST
CARSON CA  90746-3818		5.41%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.05%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		6.20%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		27.00%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		9.46%
DELAWARE TAX-FREE CALIFORNIA FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		21.34%
DELAWARE TAX-FREE COLORADO FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		8.82%

DELAWARE TAX-FREE COLORADO FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		6.24%
DELAWARE TAX-FREE COLORADO FUND CLASS AJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		5.10%
DELAWARE TAX-FREE COLORADO FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		5.39%
DELAWARE TAX-FREE COLORADO FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		15.65%
DELAWARE TAX-FREE COLORADO FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		13.92%
DELAWARE TAX-FREE COLORADO FUND CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		10.00%
DELAWARE TAX-FREE COLORADO FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.07%

DELAWARE TAX-FREE COLORADO FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		12.70%
DELAWARE TAX-FREE COLORADO FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		18.26%
DELAWARE TAX-FREE COLORADO FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		10.40%
DELAWARE TAX-FREE COLORADO FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		15.98%
DELAWARE TAX-FREE IDAHO FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		18.45%
DELAWARE TAX-FREE IDAHO FUND CLASS AEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		19.12%
DELAWARE TAX-FREE IDAHO FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		5.13%

DELAWARE TAX-FREE IDAHO FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		5.99%
DELAWARE TAX-FREE IDAHO FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.26%
DELAWARE TAX-FREE IDAHO FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		21.60%
DELAWARE TAX-FREE IDAHO FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		9.10%
DELAWARE TAX-FREE IDAHO FUND CLASS CEDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		5.16%
DELAWARE TAX-FREE IDAHO FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		13.46%
DELAWARE TAX-FREE IDAHO FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.04%

DELAWARE TAX-FREE IDAHO FUND CLASS CRBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400		10.31%
DELAWARE TAX-FREE IDAHO FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		42.67%
DELAWARE TAX-FREE NEW YORK FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		23.07%
DELAWARE TAX-FREE NEW YORK FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		8.65%
DELAWARE TAX-FREE NEW YORK FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		22.21%
DELAWARE TAX-FREE NEW YORK FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		13.52%
DELAWARE TAX-FREE NEW YORK FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.47%

DELAWARE TAX-FREE NEW YORK FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.64%
DELAWARE TAX-FREE NEW YORK FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		12.21%
DELAWARE TAX-FREE NEW YORK FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.37%
DELAWARE TAX-FREE NEW YORK FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		6.98%
DELAWARE TAX-FREE NEW YORK FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		11.70%
DELAWARE TAX-FREE NEW YORK FUND CLASS CJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		5.20%
DELAWARE TAX-FREE NEW YORK FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		38.41%

DELAWARE TAX-FREE NEW YORK FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		9.41%
DELAWARE TAX-FREE NEW YORK FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.53%
DELAWARE TAX-FREE NEW YORK FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		12.83%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.71%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		9.17%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		14.99%

DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		14.64%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		8.48%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		12.82%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		14.82%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		15.08%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.62%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		11.44%

DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.83%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		5.42%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		9.53%
DELAWARE NATIONAL HIGH YIELD MUNI BOND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		17.53%
DELAWARE SELECT GROWTH FUND CLASS ICHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		5.14%
DELAWARE SELECT GROWTH FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		9.50%
DELAWARE SELECT GROWTH FUND CLASS IGREAT-WEST TRUST COMPANY LLC TTEE
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111		13.59%

DELAWARE SELECT GROWTH FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		5.07%
DELAWARE SELECT GROWTH FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		7.28%
DELAWARE SELECT GROWTH FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.11%
DELAWARE SELECT GROWTH FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		5.44%
DELAWARE SELECT GROWTH FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		5.94%
DELAWARE SELECT GROWTH FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		16.54%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		17.76%

DELAWARE STRATEGIC ALLOCATION FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		13.84%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.89%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.75%
DELAWARE STRATEGIC ALLOCATION FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		7.45%
DELAWARE STRATEGIC ALLOCATION FUND CLASS IBOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		27.73%
DELAWARE STRATEGIC ALLOCATION FUND CLASS IBOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		8.52%

DELAWARE STRATEGIC ALLOCATION FUND CLASS ILINCOLN RETIREMENT SERVICES CO
LINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC EMPLOYEES SAV AND 401K
P.O. BOX 7876
FORT WAYNE IN  46801-7876		22.79%
DELAWARE STRATEGIC ALLOCATION FUND CLASS ILINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC RETIREMENT PLAN
P.O. BOX 7876
FORT WAYNE IN  46801-7876		15.12%
DELAWARE VALUE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		18.56%
DELAWARE VALUE FUND CLASS AMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		6.40%
DELAWARE VALUE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.06%
DELAWARE VALUE FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.62%

DELAWARE VALUE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		8.41%
DELAWARE VALUE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.81%
DELAWARE VALUE FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		14.11%
DELAWARE VALUE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		15.60%
DELAWARE VALUE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.32%
DELAWARE VALUE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.43%
DELAWARE VALUE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		6.26%

DELAWARE VALUE FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		6.61%
DELAWARE VALUE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		18.52%
DELAWARE VALUE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		13.35%
DELAWARE VALUE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		12.60%
DELAWARE VALUE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		16.79%
DELAWARE VALUE FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		17.25%

DELAWARE CORPORATE BOND FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		9.29%
DELAWARE CORPORATE BOND FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		8.95%
DELAWARE CORPORATE BOND FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.63%
DELAWARE CORPORATE BOND FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		8.35%
DELAWARE CORPORATE BOND FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		8.07%
DELAWARE CORPORATE BOND FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		27.05%
DELAWARE CORPORATE BOND FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		6.15%

DELAWARE CORPORATE BOND FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
8.70%
DELAWARE CORPORATE BOND FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		7.63%
DELAWARE CORPORATE BOND FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		15.54%
DELAWARE CORPORATE BOND FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.85%
DELAWARE CORPORATE BOND FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		7.80%
DELAWARE CORPORATE BOND FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		42.73%
DELAWARE CORPORATE BOND FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.78%

DELAWARE CORPORATE BOND FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		6.14%
DELAWARE CORPORATE BOND FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		9.13%
DELAWARE EXTENDED DURATION BOND FUND CLASS AFIRST STATE TRUST COMPANY
DELAWARE CORPORATE CENTER I
1 RIGHTER PARKWAY  SUITE 120
WLIMINGTON DE 19803		16.48%
DELAWARE EXTENDED DURATION BOND FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		10.39%
DELAWARE EXTENDED DURATION BOND FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		18.27%
DELAWARE EXTENDED DURATION BOND FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.84%
DELAWARE EXTENDED DURATION BOND FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		16.48%

DELAWARE EXTENDED DURATION BOND FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		13.18%
DELAWARE EXTENDED DURATION BOND FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		8.96%
DELAWARE EXTENDED DURATION BOND FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		7.48%
DELAWARE EXTENDED DURATION BOND FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		15.87%
DELAWARE EXTENDED DURATION BOND FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
10.22%
DELAWARE EXTENDED DURATION BOND FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		13.63%
DELAWARE EXTENDED DURATION BOND FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		5.43%

DELAWARE EXTENDED DURATION BOND FUND CLASS IDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		14.34%
DELAWARE EXTENDED DURATION BOND FUND CLASS IMASSACHUSETTS MUTUAL LIFE INS CO
1295 STATE STREET
MIP C105
SPRINGFIELD MA 01111-0001		8.75%
DELAWARE EXTENDED DURATION BOND FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		28.51%
DELAWARE EXTENDED DURATION BOND FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.18%
DELAWARE EXTENDED DURATION BOND FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.79%
DELAWARE SMALL CAP CORE FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.41%
DELAWARE SMALL CAP CORE FUND CLASS AGREAT-WEST TRUST COMPANY LLC TTEE
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111		6.00%

DELAWARE SMALL CAP CORE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		22.35%
DELAWARE SMALL CAP CORE FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		10.15%
DELAWARE SMALL CAP CORE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		12.78%
DELAWARE SMALL CAP CORE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.24%
DELAWARE SMALL CAP CORE FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		15.86%
DELAWARE SMALL CAP CORE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.61%
DELAWARE SMALL CAP CORE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		5.87%

DELAWARE SMALL CAP CORE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.75%
DELAWARE SMALL CAP CORE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		29.12%
DELAWARE SMALL CAP CORE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		9.48%
DELAWARE SMALL CAP CORE FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		10.00%
DELAWARE SMALL CAP CORE FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.00%
DELAWARE SMALL CAP CORE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		28.70%
DELAWARE SMALL CAP CORE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		11.78%

DELAWARE SMALL CAP CORE FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		6.35%
DELAWARE SMALL CAP CORE FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		10.19%
DELAWARE EXTENDED DURATION BOND FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		14.10%
DELAWARE EXTENDED DURATION BOND FUND CLASS R6JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST SUITE 100
WESTWOOD, MA 02090
82.44%
DELAWARE SMALL CAP CORE FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		15.16%
DELAWARE SMALL CAP CORE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
21.66%
DELAWARE SMALL CAP CORE FUND CLASS R6PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
14.85%

DELAWARE SMALL CAP VALUE FUND CLASS R6CHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		6.86%
DELAWARE SMALL CAP VALUE FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		9.08%
DELAWARE SMALL CAP VALUE FUND CLASS R6EDWARD D JONES AND CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER ROAD
ST LOUIS MO 63131-3710		18.44%
DELAWARE SMALL CAP VALUE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
8.61%
DELAWARE SMALL CAP VALUE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
5.15%
DELAWARE SMID CAP GROWTH FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		15.48%
DELAWARE SMID CAP GROWTH FUND CLASS R6MATRIX TRUST COMPANY COTRUSTEE FBO
U.A. LOCAL 393 DEFINED CONTRIBUTION
PO BOX 52129
PHOENIX AZ 850722129		8.72%

DELAWARE SMID CAP GROWTH FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		14.74%
DELAWARE SMID CAP GROWTH FUND CLASS R6VOYA INSTITUTIONAL TRUST COMPANY
FBO VIPS II
30 BRAINTREE HILL OFFICE PARK
BRAINTREE MA  02184		38.79%
DELAWARE VALUE FUND CLASS R6CHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		14.54%
DELAWARE VALUE FUND CLASS R6JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST SUITE 100
WESTWOOD, MA 02090
7.99%
DELAWARE VALUE FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		6.42%
DELAWARE VALUE FUND CLASS R6NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
8.27%
DELAWARE VALUE FUND CLASS R6PIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR THE TTEE/CUST
AUTOZONE, INC. 401(K) PLAN
123 SOUTH FRONT STREET
PO BOX 2198
MEMPHIS TN 38103		5.03%

DELAWARE SMID CAP GROWTH FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		13.96%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RASCENSUS TRUST COMPANY FBO
RBS SPORTS LLC 401K PLAN
P.O. BOX 10758
FARGO, ND 58106		13.84%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RLINCOLN NATIONAL LIFE INSURANCE CO
1300 S CLINTON ST
FORT WAYNE IN 46802-3506
8.66%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RMATRIX TRUST COMPANY CUST. FBO
CAPITAL VALVE SERVICE, INC.
717 17TH STREET
SUITE 1300
DENVER CO 80202		7.65%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RMID ATLANTIC TRUST COMPANY FBO
CREATIVE CHOICE HOMES LLP 401(K) PR
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		6.38%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		15.27%
DELAWARE LIMITED-TERM DIVERSIFIED INCOME CLASS RPAI TRUST COMPANY, INC.
ROCHA'S CONSTRUCTION, INC. 401(K) P
1300 ENTERPRISE DRIVE
DE PERE WI 541150000		5.33%

DELAWARE STRATEGIC INCOME FUND CLASS RASCENSUS TRUST COMPANY FBO
KWANGJA T(K)O FUND RETIREMENT FUND
P.O. BOX 10758
FARGO, ND 58106		5.58%
DELAWARE STRATEGIC INCOME FUND CLASS RASCENSUS TRUST COMPANY FBO
SCHUYLKILL TOWNSHIP
P.O. BOX 10758
FARGO, ND 58106		5.48%
DELAWARE STRATEGIC INCOME FUND CLASS RMATRIX TRUST COMPANY CUST. FBO
HARRISON WESTERN CONSTRUCTION401(K)
717 17TH STREET
SUITE 1300
DENVER CO 80202		59.26%
DELAWARE STRATEGIC INCOME FUND CLASS RMG TRUST COMPANY CUST. FBO
IMPACT RETIREMENT 401(K) PLAN
717 17TH STREET
SUITE 1300
DENVER CO 80202		15.07%
DELAWARE INTERNATIONAL VALUE EQUITY CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901		24.39%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RASCENSUS TRUST COMPANY FBO
AG RISK SOLUTIONS RETIREMENT PLAN
P.O. BOX 10758
FARGO, ND 58106		12.68%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RASCENSUS TRUST COMPANY FBO
MID STATE OIL 401K
P.O. BOX 10758
FARGO, ND 58106		6.04%

DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RASCENSUS TRUST COMPANY FBO
MONTROY ANDERSON 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106		5.70%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362		5.27%
DELAWARE DIVERSIFIED INCOME FUND CLASS RHARTFORD LIFE INSURANCE CO SEP ACCT
ATTN UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999		24.69%
DELAWARE DIVERSIFIED INCOME FUND CLASS RLINCOLN RETIREMENT SERVICES CO
FBO CITY OF RAHWAY 457B
P.O. BOX 7876
FORT WAYNE IN  46801-7876		5.43%
DELAWARE DIVERSIFIED INCOME FUND CLASS RMASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 STATE STREET
MIP M200-INVST
SPRINGFIELD MA  01111		5.97%
DELAWARE SELECT GROWTH FUND CLASS RASCENSUS TRUST COMPANY FBO
ENTERTAINMENT SERVICES GROUP, INC.
P.O. BOX 10758
FARGO, ND 58106		15.17%
DELAWARE SELECT GROWTH FUND CLASS RASCENSUS TRUST COMPANY FBO
SYDNOR HYDRO/RIVER GOLF 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106		14.83%
DELAWARE SELECT GROWTH FUND CLASS RASCENSUS TRUST COMPANY FBO
THE ELVIS ASSOCIATES 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106		5.39%

DELAWARE SELECT GROWTH FUND CLASS RMG TRUST COMPANY CUST. FBO
MIDWEST HELICOPTER AIRWAYS, INC. CA
717 17TH STREET
SUITE 1300
DENVER CO 80202		7.72%
DELAWARE SELECT GROWTH FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
UFCW NATIONAL HEALTH WELFARE FUND
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		7.07%
DELAWARE SELECT GROWTH FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362		24.81%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RASCENSUS TRUST COMPANY FBO
BUTLER BALANCING COMPANY INC
PO BOX 10758
FARGO ND 58106-0758		27.97%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RDR. TENCZA FBO
TENCZA DENTAL ASSOCIATES P C 401(K)
427 CATTELL STREET
EASTON, PA 18042		31.32%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RJOHN SWIDWINSKI FBO
P A C FEDERAL CREDIT UNION 401(K) P
2889 EAST MAPLE RD
TROY, MI 48083		8.76%
DELAWARE STRATEGIC ALLOCATION FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
AQUINAS INSTITUTE OF THEOLOGY
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		5.93%

DELAWARE STRATEGIC ALLOCATION FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
INDUSTRIAL PHYSICAL CAPABILITY
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		13.66%
DELAWARE CORPORATE BOND FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		62.08%
DELAWARE SMALL CAP VALUE FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		21.38%
DELAWARE SMALL CAP VALUE FUND CLASS RPIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR THE TTEE/CUST
THE PETERSON COMPANIES
12500 FAIR LAKE CIR STE 400
FAIRFAX VA 22033		6.82%
DELAWARE SMALL CAP VALUE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901		29.37%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RASCENSUS TRUST COMPANY FBO
QUEST CORPORATION
P.O. BOX 10758
FARGO, ND 58106		8.92%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		12.17%

DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
OAKTREE FUNDING CORP 401(K)
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		7.12%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS RVOYA RETIREMENT INSURANCE AND
ANNUITY COMPANY
1 ORANGE WAY
WINDSOR CT 06095-4773		14.72%
DELAWARE EMERGING MARKETS FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		13.43%
DELAWARE EMERGING MARKETS FUND CLASS RHARTFORD LIFE INSURANCE CO SEP ACCT
ATTN UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999		7.17%
DELAWARE EMERGING MARKETS FUND CLASS RMASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
1295 STATE STREET
MIP M200-INVST
SPRINGFIELD MA  01111		43.06%
DELAWARE EMERGING MARKETS FUND CLASS RPIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR THE TTEE/CUST
MAMMOET USA SOUTH, INC 401(K)
20525 FM 521
ROSHARON TX 77583		7.63%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS R6BANK OF STOCKTON
WEALTH MANGEMENT GROUP
555 WEST BENJAMIN HOLT DRIVE BLDG A
STOCKTON CA  952073888		10.33%

DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS R6DESERET MUTUAL BENEFIT ADMIN AS
TRUSTEE FOR DESERET MUTUAL RETIREE
MEDICAL & LIFE PL TR(EQUITY SUBST)
179 SOCIAL HALL AVE SUITE 100
SALT LAKE CITY UT  84111-1542		13.48%
DELAWARE HIGH YIELD OPPORTUNITIES FUND CLASS R6MAC & CO
FBO PUBLIC PENSION
ATTN MUTUAL FUND OPS
PO BOX 3198
500 GRANT ST
PITTSBURGH PA 15258-0000		70.04%
DELAWARE WEALTH BUILDER FUND CLASS RASCENSUS TRUST COMPANY FBO
BUTLER BALANCING COMPANY INC
PO BOX 10758
FARGO ND 58106-0758		7.72%
DELAWARE WEALTH BUILDER FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
PETTERSEN AND SILBERMAN DENTAL
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		8.95%
DELAWARE WEALTH BUILDER FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
PMALLIANCE, INC 401K PLAN
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		19.95%
DELAWARE WEALTH BUILDER FUND CLASS RMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.72%
DELAWARE WEALTH BUILDER FUND CLASS RMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		11.14%

DELAWARE WEALTH BUILDER FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362		22.71%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		26.16%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		5.80%
DELAWARE GLOBAL LISTED REAL ASSETS FUND CLASS R6LINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC RETIREMENT PLAN
PO BOX 7876
FORT WAYNE IN  46801-7876		61.60%
DELAWARE EXTENDED DURATION BOND FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		8.00%
DELAWARE EXTENDED DURATION BOND FUND CLASS RHARTFORD LIFE INSURANCE CO SEP ACCT
ATTN UIT OPERATIONS
PO BOX 2999
HARTFORD CT 06104-2999		29.16%

DELAWARE EXTENDED DURATION BOND FUND CLASS RMASSACHUSETTS MUTUAL LIFE INS CO
1295 STATE STREET
MIP C105
SPRINGFIELD MA 01111-0001		15.99%
DELAWARE EXTENDED DURATION BOND FUND CLASS RVOYA RETIREMENT INSURANCE AND
ANNUITY COMPANY
1 ORANGE WAY
WINDSOR CT 06095-4773		21.04%
DELAWARE SMALL CAP CORE FUND CLASS RLINCOLN NATIONAL LIFE INSURANCE CO
1300 S CLINTON ST
FORT WAYNE IN 46802-3506
11.80%
DELAWARE SMALL CAP CORE FUND CLASS RMATRIX TRUST COMPANY CUST FBO
MADISON MEDICAL AFFILIATES, INC. EM
PO BOX 52129
PHOENIX AZ 85072		8.76%
DELAWARE SMALL CAP CORE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901		8.73%
DELAWARE SMALL CAP CORE FUND CLASS RVOYA INSTITUTIONAL TRUST COMPANY
1 ORANGE WAY
WINDSOR CT 06095-4773
13.45%
DELAWARE CORPORATE BOND FUND CLASS R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		10.37%

DELAWARE CORPORATE BOND FUND CLASS R6JP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		12.52%
DELAWARE CORPORATE BOND FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202		9.21%
DELAWARE CORPORATE BOND FUND CLASS R6MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		56.01%
DELAWARE INTERNATIONAL SMALL CAP FUND R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		9.73%
DELAWARE INTERNATIONAL SMALL CAP FUND R6CAPINCO C/O US BANK NA
1555 N. RIVERCENTER DRIVE STE. 302
MILWAUKEE WI 53212
73.01%
DELAWARE INTERNATIONAL SMALL CAP FUND R6WELLS FARGO BANK FBO
VARIOUS RETIREMENT PLANS
1525 WEST WT HARRIS BLVD
CHARLOTTE, NC 28288-1076		6.36%

DELAWARE VALUE FUND CLASS RDCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		17.05%
DELAWARE VALUE FUND CLASS RRELIANCE TRUST COMPANY FBO
MASSMUTUAL DMF
P.O. BOX 48529
ATLANTA GA 30362		5.83%
DELAWARE VALUE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901		37.23%
DELAWARE INTERNATIONAL VALUE EQUITY R6ASCENSUS TRUST COMPANY FBO
DGA 401(K) PROFIT SHARING PLAN
P.O. BOX 10758
FARGO, ND 58106		20.51%
DELAWARE INTERNATIONAL VALUE EQUITY R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		25.38%
DELAWARE INTERNATIONAL VALUE EQUITY R6BOND STREET CUSTODIANS LIMITED
ACF MACQUARIE ASSET MANAGEMENT
HOLDINGS P/L
MACQUARIE BANK C/O INTERNATIONAL
OPERATION SHELLEY STREET NO 1
SYDNEY NSW 2000 AUSTRALIA		5.63%

DELAWARE INTERNATIONAL VALUE EQUITY R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202		18.74%
DELAWARE INTERNATIONAL VALUE EQUITY R6MID ATLANTIC TRUST COMPANY FBO
MILLER BOAT LINE, INC. 401(K)
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		5.12%
DELAWARE HEALTHCARE FUND CLASS AAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		6.18%
DELAWARE HEALTHCARE FUND CLASS ACHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
211 MAIN ST
SAN FRANCISCO CA  94105-1905		9.55%
DELAWARE HEALTHCARE FUND CLASS ALIU-ER CHEN
AND DAWN DING JT WROS
SUBJECT TO DSCI TOD RULES
33 GREEN HILL RD
BROOKLINE MA 02445-5906		18.81%
DELAWARE HEALTHCARE FUND CLASS AMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		5.12%
DELAWARE HEALTHCARE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.34%

DELAWARE HEALTHCARE FUND CLASS ARBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MANAGER
60 SOUTH SIXTH STREET-P08
MINNEAPOLIS MN  55402-4400		10.90%
DELAWARE HEALTHCARE FUND CLASS AWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		8.07%
DELAWARE HEALTHCARE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		7.92%
DELAWARE HEALTHCARE FUND CLASS CCHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		11.50%
DELAWARE HEALTHCARE FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		7.89%
DELAWARE HEALTHCARE FUND CLASS CMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		6.40%
DELAWARE HEALTHCARE FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		15.01%

DELAWARE HEALTHCARE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		5.92%
DELAWARE HEALTHCARE FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		24.66%
DELAWARE HEALTHCARE FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		18.30%
DELAWARE HEALTHCARE FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.06%
DELAWARE HEALTHCARE FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		10.97%
DELAWARE HEALTHCARE FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		12.08%
DELAWARE HEALTHCARE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.48%

DELAWARE HEALTHCARE FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.29%
DELAWARE HEALTHCARE FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		7.47%
DELAWARE HEALTHCARE FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		6.05%
DELAWARE HEALTHCARE FUND CLASS RASCENSUS TRUST COMPANY FBO
PRESTOTECH SOLUTIONS 401(K)
P.O. BOX 10758
FARGO, ND 58106		6.29%
DELAWARE HEALTHCARE FUND CLASS RASCENSUS TRUST COMPANY FBO
TRUTH FOR LIFE RETIREMENT PLAN
P.O. BOX 10758
FARGO, ND 58106		6.28%
DELAWARE HEALTHCARE FUND CLASS RBRIAN WEST FBO
M & M AMERICAN LOGISTICS INC 401(K)
7300 INDUSTRIAL ROW DRIVE
MASON, OH 45040		5.65%
DELAWARE HEALTHCARE FUND CLASS RMATRIX TRUST COMPANY CUST. FBO
ADMERASIA 401(K) PROFIT SHARING PLAN
717 17TH STREET
SUITE 1300
DENVER CO 80202		5.58%
DELAWARE HEALTHCARE FUND CLASS RPAI TRUST COMPANY, INC.
ALDERCREST DEVELOPMENT CORP. 401(K)
1300 ENTERPRISE DRIVE
DE PERE WI 541150000		8.12%

DELAWARE HEALTHCARE FUND CLASS RSTATE STREET BANK AND TRUST TTEE
AND/OR CUSTODIAN
(FBO) ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901		12.72%
DELAWARE MID CAP VALUE FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		7.18%
DELAWARE MID CAP VALUE FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		5.01%
DELAWARE MID CAP VALUE FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
24.57%
DELAWARE MID CAP VALUE FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		9.64%
DELAWARE MID CAP VALUE FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		7.16%
DELAWARE MID CAP VALUE FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.67%

DELAWARE MID CAP VALUE FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
29.57%
DELAWARE MID CAP VALUE FUND CLASS CRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		34.26%
DELAWARE MID CAP VALUE FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		74.64%
DELAWARE MID CAP VALUE FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.66%
DELAWARE MID CAP VALUE FUND CLASS RASCENSUS TRUST COMPANY FBO
WABASHA DENTISTRY 401(K) PLAN
P.O. BOX 10758
FARGO, ND 58106		20.58%
DELAWARE MID CAP VALUE FUND CLASS RMATRIX TRUST COMPANY AS AGENT FOR
NEWPORT TRUST COMPANY
FRITCHER CONSTRUCTION 401(K) P
LAN
35 IRON POINT CIRCLE
FOLSOM CA 95630		28.42%
DELAWARE MID CAP VALUE FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
JARVIS LAND SURVEY INC 401(K)
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		6.85%

DELAWARE MID CAP VALUE FUND CLASS RPAI TRUST COMPANY, INC.
OAKLAND LUBRICATION CO 401(K) P/S P
1300 ENTERPRISE DRIVE
DE PERE WI 541150000		35.47%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		12.07%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ANATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.79%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.56%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ARAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		6.40%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		6.47%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		32.23%

DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		15.62%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CNATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		12.12%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.05%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		14.16%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS CWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.11%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		5.12%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS IBAND & CO
C/O US BANK NA
1555 N RIVERCENTER DR STE 302
MILWAUKEE WI  53212-3958		16.15%

DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		50.82%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		6.26%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS RMACQUARIE MANAGEMENT HOLDINGS INC
C/O RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		7.71%
DELAWARE INTERNATIONAL SMALL CAP FUND CLASS RMID ATLANTIC TRUST COMPANY FBO
DELASOFT INC 401(K) PROFIT SHARING
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH, PA 15222		82.01%
DELAWARE TAX-FREE USA FUND CLASS IAMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE SOUTH
MINNEAPOLIS MN  55402-2405		13.01%
DELAWARE TAX-FREE USA FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		11.97%
DELAWARE TAX-FREE USA FUND CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		8.58%

DELAWARE TAX-FREE USA FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		7.69%
DELAWARE TAX-FREE USA FUND CLASS IMORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1 NEW YORK PLAZA FL 12
NEW YORK NY  10004-1901		5.52%
DELAWARE TAX-FREE USA FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		15.97%
DELAWARE TAX-FREE USA FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		12.94%
DELAWARE TAX-FREE USA FUND CLASS IWELLS FARGO CLEARING SVCS LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523		5.74%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS IJP MORGAN SECURITIES LLC
OMNIBUS ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
4 CHASE METROTECH CENTER
3RD FLOOR MUTUAL FUND DEPARTMENT
BROOKLYN NY  11245		12.37%

DELAWARE TAX-FREE USA INTERMEDIATE CLASS ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		32.89%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		16.09%
DELAWARE TAX-FREE USA INTERMEDIATE CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		16.82%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		5.94%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IGOLDMAN SACHS & CO
C/O MUTUAL FUND OPS
295 CHIPETA WAY
SALT LAKE CITY UT  84108		23.88%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IMLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		18.64%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.87%

DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
5.56%
DELAWARE NATL HIGH YIELD MUNI BOND FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		11.14%
MACQUARIE EMERGING MARKETS PORTFOLIO IIDOUGLAS BESHAROV
5630 WISCONSIN AVE APT 801
CHEVY CHASE MD  20815-4455
 		6.91%
The Focus Smid-Cap Growth Equity PortfolioMACQUARIE EMERGING MARKETS PORTFOLIO IIMARIANO RIVERA
AND CLARA RIVERA JT WROS
425 RIDGEWAY
WHITE PLAINS NY 10605-4205		9.92%
The High-Yield Bond PortfolioMACQUARIE EMERGING MARKETS PORTFOLIO IISOCIETY OF ST SULPICE FOUNDATION US
INC - ADMINISTRATION & SERVICES
5408 ROLAND AVE
BALTIMORE MD 21210-1988		33.81%
The International Equity PortfolioMACQUARIE EMERGING MARKETS PORTFOLIO IISOCIETY OF ST SULPICE FOUNDATION US
INC VESTRY
5408 ROLAND AVE
BALTIMORE MD 21210-1988		9.07%
The Labor Select International Equity PortfolioMACQUARIE EMERGING MARKETS PORTFOLIO IISOCIETY OF ST SULPICE FOUNDATION
US INC - RETIREMENT
5408 ROLAND AVE
BALTIMORE MD  21210-1988		17.64%
The Large-Cap Growth Equity PortfolioMACQUARIE EMERGING MARKETS PORTFOLIO IISOCMA
1400 CRYSTAL DR SUITE 630
ARLINGTON VA 22202-0000
 		5.55%

MACQUARIE EMERGING MARKETS PORTFOLIO IIST STEPHENS & ST AGNES SCHOOL
FOUNDATION TRUST 1991
400 FONTAINE ST
ALEXANDRIA VA 22302-3700		8.08%
The Large-Cap Value Equity PortfolioDELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST SUITE 100
WESTWOOD, MA 02090
 		44.91%
The Real Estate Investment Trust Portfolio (also known as Delaware REIT Fund)DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6LINCOLN RETIREMENT SERVICES COMPANY
FBO MACQUARIE HOLDINGS USA INC 401A
PO BOX 7876
FORT WAYNE IN  46801-7876		31.94%
The Select 20 PortfolioDELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6LINCOLN RETIREMENT SERVICES COMPANY
FBO MMH INC EMPLOYEES SAV & 401K
PO BOX 7876
FORT WAYNE IN  46801-7876		15.49%
Aggregate dollar range of shares of the Delaware Investments® Family of Funds:
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND R6		MLPF&S FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTENTION: FUND ADMIN SEC
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484		5.10%
DELAWARE COVERED CALL STRATEGY FUND CLASS ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		6.29%
DELAWARE COVERED CALL STRATEGY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		21.30%

DELAWARE COVERED CALL STRATEGY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		33.55%
DELAWARE COVERED CALL STRATEGY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		38.14%
DELAWARE COVERED CALL STRATEGY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		8.45%
DELAWARE COVERED CALL STRATEGY FUND CLASS IMORI & CO
922 WALNUT ST
MAILSTOP TBTS 2
KANSAS CITY MO 64106		5.82%
DELAWARE COVERED CALL STRATEGY FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.38%
DELAWARE COVERED CALL STRATEGY FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		5.66%
DELAWARE COVERED CALL STRATEGY FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		23.84%

DELAWARE COVERED CALL STRATEGY FUND CLASS R6PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
70.50%
DELAWARE EQUITY INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		19.89%
DELAWARE EQUITY INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		33.00%
DELAWARE EQUITY INCOME FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		9.69%
DELAWARE EQUITY INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.23%
DELAWARE EQUITY INCOME FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
7.75%
DELAWARE EQUITY INCOME FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		7.29%
DELAWARE EQUITY INCOME FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DR
OAKS PA 19456-9989		22.28%

DELAWARE EQUITY INCOME FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		41.08%
DELAWARE EQUITY INCOME FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		58.92%
DELAWARE GLOBAL EQUITY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		19.57%
DELAWARE GLOBAL EQUITY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		91.74%
DELAWARE GLOBAL EQUITY FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		10.18%
DELAWARE GLOBAL EQUITY FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		8.52%
DELAWARE GLOBAL EQUITY FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202		81.30%

DELAWARE GROWTH AND INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		25.72%
DELAWARE GROWTH AND INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		49.93%
DELAWARE GROWTH AND INCOME FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		10.24%
DELAWARE GROWTH AND INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.05%
DELAWARE GROWTH AND INCOME FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
9.20%
DELAWARE GROWTH AND INCOME FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		7.13%
DELAWARE GROWTH AND INCOME FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DR
OAKS PA 19456-9989		5.96%

DELAWARE GROWTH AND INCOME FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN: MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		93.63%
DELAWARE GROWTH AND INCOME FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		6.37%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND ACHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		8.66%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		14.33%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		79.42%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		8.35%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		6.00%

DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		22.65%
DELAWARE HEDGED U.S. EQUITY OPPORTUNITIES FUND R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		77.35%
DELAWARE TAX-FREE NEW JERSEY FUND CLASS APERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
6.64%
DELAWARE TAX-FREE NEW JERSEY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		87.47%
DELAWARE TAX-FREE NEW JERSEY FUND CLASS IUBS WM USA
SPEC CDY A/C EXL BEN CUSTOMERS
OF UBSFSI
1000 HARBOR BLVD
WEEHAWKEN, NJ  07086		5.25%
DELAWARE OPPORTUNITY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		23.77%
DELAWARE OPPORTUNITY FUND CLASS ASAMMONS RETIREMENT SOLUTION
4546 CORPORATE DR STE 100
WEST DES MOINES IA 50266-5911
9.72%

DELAWARE OPPORTUNITY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		29.21%
DELAWARE OPPORTUNITY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		34.46%
DELAWARE OPPORTUNITY FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		7.50%
DELAWARE OPPORTUNITY FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
12.56%
DELAWARE OPPORTUNITY FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DR
OAKS PA 19456-9989		10.49%
DELAWARE OPPORTUNITY FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		21.69%
DELAWARE OPPORTUNITY FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		5.69%

DELAWARE OPPORTUNITY FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
YOUNG ARCHITECTURAL, LLC 401K PLAN
717 17TH ST STE 1300
DENVER CO 80202-3304		69.83%
DELAWARE TAX-FREE OREGON FUND CLASS ALPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		5.38%
DELAWARE TAX-FREE OREGON FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		52.39%
DELAWARE TAX-FREE OREGON FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		9.07%
DELAWARE TAX-FREE OREGON FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
13.62%
DELAWARE TAX-FREE OREGON FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		22.20%
DELAWARE PREMIUM INCOME FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		13.08%
DELAWARE PREMIUM INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN: MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		14.90%

DELAWARE PREMIUM INCOME FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		49.69%
DELAWARE PREMIUM INCOME FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		19.49%
DELAWARE PREMIUM INCOME FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		5.73%
DELAWARE PREMIUM INCOME FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		69.65%
DELAWARE PREMIUM INCOME FUND CLASS R6PERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
30.35%
DELAWARE GROWTH EQUITY FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		23.28%

DELAWARE GROWTH EQUITY FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		75.80%
DELAWARE GROWTH EQUITY FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		8.61%
DELAWARE GROWTH EQUITY FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		8.22%
DELAWARE GROWTH EQUITY FUND CLASS R6DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES, IA 50392		69.74%
DELAWARE GROWTH EQUITY FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
PENSERV PENSELECT SMARTSAV
717 17TH STREET
SUITE 1300
DENVER CO 80202		25.77%
DELAWARE TOTAL RETURN FUND CLASS AMATRIX TRUST COMPANY CUST. FBO
PEN SERV DELAWARE/FORESTERS
717 17TH STREET
SUITE 1300
DENVER CO 80202		20.26%
DELAWARE TOTAL RETURN FUND CLASS ICHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA  94105		21.81%

DELAWARE TOTAL RETURN FUND CLASS ILPL FINANCIAL
4707 EXECUTIVE DR
SAN DIEGO CA 92121		19.00%
DELAWARE TOTAL RETURN FUND CLASS INATIONAL FINANCIAL SERVICES LLC
(FBO) OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
4TH FLOOR
499 WASHINGTON BLVD
JERSEY CITY NJ  07310		5.80%
DELAWARE TOTAL RETURN FUND CLASS IPERSHING LLC
1 PERSHING PLAZA
JERSEY CITY NJ  07399-0002
10.28%
DELAWARE TOTAL RETURN FUND CLASS IRAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL  33713		6.37%
DELAWARE TOTAL RETURN FUND CLASS ISEI PRIVATE TRUST COMPANY
C/O GWP US ADVISORS
1 FREEDOM VALLEY DRIVE
OAKS PA 19456		32.65%
DELAWARE TOTAL RETURN FUND CLASS R6CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105		25.43%
DELAWARE TOTAL RETURN FUND CLASS R6MACQUARIE INVESTMENT MANAGEMENT
ADVISORS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		19.10%

DELAWARE TOTAL RETURN FUND CLASS R6MATRIX TRUST COMPANY AS AGENT FOR
ADVISOR TRUST, INC.
WOOSTER CITY SCHOOL DISTRICT 403(B)
717 17TH STREET, SUITE 1300
DENVER CO 80202		19.89%
DELAWARE TOTAL RETURN FUND CLASS R6MATRIX TRUST COMPANY CUST. FBO
YOUNG ARCHITECTURAL, LLC 401K PLAN
717 17TH ST STE 1300
DENVER CO 80202-3304		35.58%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		46.80%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		10.17%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		18.68%
VIP FUND FOR INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		20.49%
VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		42.52%
VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		15.61%

VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		21.27%
VIP GROWTH EQUITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		20.60%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		48.11%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		10.56%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		22.12%
VIP EQUITY INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		19.21%
VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		68.79%
VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		5.66%

VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		16.01%
VIP GROWTH AND INCOME  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		9.53%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		21.89%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		22.84%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		19.49%
VIP OPPORTUNITY  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		23.44%
VIP OPPORTUNITY  STANDARD CLASSMIDLAND NATIONAL LIFE
SEPARATE ACCOUNT C
4350 WESTOWN PKWY
WEST DES MOINES IA 50266-1144		12.34%

VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		26.95%
VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		12.67%
VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		31.40%
VIP LIMITED DURATION BOND  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		28.98%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		69.56%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		7.18%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		14.74%
VIP SPECIAL SITUATIONS  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		8.51%

VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		48.20%
VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		5.13%
VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		12.10%
VIP INTERNATIONAL  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		8.71%
VIP INTERNATIONAL  STANDARD CLASSTIAA CREF LIFE SEPARATE
ACCOUNT VA-1 LIFE INSURANCE CO
8500 ANDREW CARNEGIE BLVD # E3/N6
CHARLOTTE NC 28262-8500		22.26%
VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		13.32%
VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		17.50%
VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		26.00%

VIP TOTAL RETURN  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		42.83%
VIP TOTAL RETURN  SERVICE CLASSMACQUARIE INVESTMENT MANAGEMENT
ADVISERS
ATTN RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		100.00%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT B
40 WALL ST
NEW YORK NY 10005		30.28%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE
SEPARATE ACCOUNT E
40 WALL ST
NEW YORK NY 10005		11.46%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C
40 WALL ST
NEW YORK NY 10005		32.12%
VIP INVESTMENT GRADE  STANDARD CLASSFIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
40 WALL ST
NEW YORK NY 10005		26.14%
VIP INVESTMENT GRADE  SERVICE CLASSMACQUARIE INVESTMENT MANAGEMENT
ADVISERS
ATTN RICK SALUS
100 INDEPENDENCE
610 MARKET STREET 7TH FLOOR
PHILADELPHIA PA 19106-2354		100.00%

VIP EMERGING MARKETS SERIES STANDARD CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
80.15%
VIP EMERGING MARKETS SERIES STANDARD CLASSNY LIFE INSURANCE & ANNUITY CORP
169 LACKAWANNA AVE
PARSIPPANY NJ  07054-1007
5.07%
VIP EMERGING MARKETS SERIES STANDARD CLASSTALCOTT RESOLUTION LIFE
INSURANCE COMPANY
PO BOX 5051
HARTFORD CT  06102		9.59%
VIP EMERGING MARKETS SERIES SERVICE CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
85.90%
VIP SMALL CAP VALUE SERIES STANDARD CLASSBRIGHTHOUSE LIFE INSURANCE CO
ATTN: SHAREHOLDER ACCOUNTING DEPT
1 CITY PL
HARTFORD CT 06103-3432		7.01%
VIP SMALL CAP VALUE SERIES STANDARD CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
61.78%
VIP SMALL CAP VALUE SERIES STANDARD CLASSNY LIFE INSURANCE & ANNUITY CORP
169 LACKAWANNA AVE
PARSIPPANY NJ  07054-1007
9.45%
VIP SMALL CAP VALUE SERIES STANDARD CLASSTIAA CREF LIFE SEPARATE
ACCOUNT VA-1 LIFE INSURANCE CO
8500 ANDREW CARNEGIE BLVD # E3/N6
CHARLOTTE NC 28262-8500		7.35%

VIP SMALL CAP VALUE SERIES SERVICE CLASSLINCOLN LIFE
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
70.33%
VIP SMALL CAP VALUE SERIES SERVICE CLASSNATIONWIDE LIFE INSURANCE COMPANY
NWVAII
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029		7.39%
VIP SMALL CAP VALUE SERIES SERVICE CLASSNY LIFE INSURANCE & ANNUITY CORP
169 LACKAWANNA AVE
PARSIPPANY NJ  07054-1007
5.09%
VIP INTERNATIONAL SERVICE CLASSGREAT-WEST LIFE & ANNUITY
FBO COLI VUL
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111		28.27%
VIP INTERNATIONAL SERVICE CLASSGREAT-WEST LIFE & ANNUITY
FBO VARIABLE ANNUITY SMARTTRACK
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111		64.18%
OPTIMUM LARGE CAP GROWTH FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		93.01%
OPTIMUM LARGE CAP GROWTH FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		93.61%
OPTIMUM LARGE CAP GROWTH FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		97.40%

OPTIMUM LARGE CAP VALUE FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		94.11%
OPTIMUM LARGE CAP VALUE FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		94.86%
OPTIMUM LARGE CAP VALUE FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		97.96%
OPTIMUM SMALL-MID CAP GROWTH FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		92.71%
OPTIMUM SMALL-MID CAP GROWTH FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		92.97%
OPTIMUM SMALL-MID CAP GROWTH FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		97.67%
OPTIMUM SMALL-MID CAP VALUE FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		95.66%
OPTIMUM SMALL-MID CAP VALUE FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		95.47%

OPTIMUM SMALL-MID CAP VALUE FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		98.45%
OPTIMUM INTERNATIONAL FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		95.72%
OPTIMUM INTERNATIONAL FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		95.17%
OPTIMUM INTERNATIONAL FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		98.54%
OPTIMUM FIXED INCOME FUND ALPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		96.17%
OPTIMUM FIXED INCOME FUND CLPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		96.68%
OPTIMUM FIXED INCOME FUND ILPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN LINDSAY OTOOLE
4707 EXECUTIVE DRIVE
SAN DIEGO CA  92121		98.75%



42


APPENDIX E — F
TRUSTEE COMPENSATION

The following table describessets forth the aggregate compensation received by thepaid to each current Independent Trustees fromTrustee by each Trust and the total compensation received from the Delaware Investments®Funds by Macquarie for which he or she served as aan Independent Trustee for the 12-month period ended December 31, 2014.designated below.  Messrs. Dobbs and Harroz and Ms. Lawrence did not serve as a Trustee of any Trust during the most recently completed fiscal year and therefore did not receive any compensation from the Trusts. Only the Independent Trustees received compensation from the Trust.Trusts.
 JeromeThomas L.
Bennett		Anne D.Joseph W.John A.LucindaFrances A. Sevilla-Thomas K.ChristiannaJanet L.
TrustAbernathy(Chair)BorowiecChowFryLandreth*SacasaWhitfordWoodYeomans
Delaware Group® Adviser Funds
(FYE 10/31/2020)
$33,277$44,406$32,101$30,775$30,807$30,638$32,937$34,661$33,140$32,937
Delaware Group Cash Reserve
(FYE 3/31/2021)
$467$618$443$429$437$347$465$483$467$455
Delaware Group Equity Funds I
(FYE 10/31/2020)
$406$537$384$367$376$367$400$424$405$400
Delaware Group Equity Funds II
(FYE 11/30/2020)
$62,860$82,590$59,397$56,224$58,016$56,224$61,710$65,173$62,860$61,710
Delaware Group Equity Funds IV
(FYE 9/30/2020)
$47,612$35,038$34,003$32,654$33,106$33,024$34,793$37,060$35,408$34,793
Delaware Group Equity Funds IV
(FYE 3/31/2021)
$27,210$35,845$25,694$25,003$25,425$19,195$27,009$28,008$27,120$26,307
Delaware Group Equity Funds V
(FYE 11/30/2020)
$51,621$67,462$48,736$46,015$47,363$46,015$50,423$53,309$51,621$50,423
Delaware Group Foundation Funds (FYE 3/31/2021)
$1,346$1,776$1,274$1,232$1,256$1,011$1,336$1,393$1,346$1,309
Delaware Group Global & International Funds
(FYE 11/30/2020)
$30,677$40,080$28,976$27,360$28,139$27,360$29,981$31,682$30,677$29,981
Delaware Group Government Fund (FYE 7/31/2021)
$600$838$605$589$579$594$609$631$596$619
Delaware Group Income Funds
(FYE 7/31/2021)
$10,759$15,011$10,863$10,557$10,376$10,649$10,920$11,298$10,682$11,089
           
Delaware Group Limited-Term Government Funds
(FYE 12/31/2020)
$2,428$3,185$2,300$2,173$2,233$2,173$2,383$2,511$2,428$2,383
Delaware Group State Tax-Free Income Trust (FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
TrustThomas L. BennettJoseph W. ChowJohn A. FryLucinda S. LandrethFrances A. Sevilla-SacasaThomas K. WhitfordJanet L. YeomansJ. Richard Zecher
Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds I
Delaware Group Equity Funds II
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Foundation Funds®
Delaware Group Global & International Funds
Delaware Group Government Fund
Delaware Group Income Funds
Delaware Group Limited-Term Government Funds
Delaware Group State Tax-Free Income Trust
Delaware Group Tax-Free Fund
Delaware Pooled® Trust
Delaware VIP® Trust
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds
TOTAL – 12-month period ended December 31, 2014


43


APPENDIX F – PRINCIPAL OFFICERS OF THE TRUSTS
Name, Address, and Birth DatePosition(s) Held with the TrustsLength of Time ServedPrincipal Occupation(s) During Past 5 YearsNumber of Portfolios in Fund Complex Overseen by OfficerOther Directorships Held by Officer
Patrick P. Coyne1
2005 Market Street
Philadelphia, PA 19103
April 1963
Chairman, President, Chief Executive Officer, and Trustee
Chairman and Trustee since August 16, 2006
President and Chief Executive Officer since August 1, 2006
Patrick P. Coyne has served in various executive capacities at different times at Delaware Investments.2
65
Board of Governors Member – ICI
Director and Audit Committee Member — Kaydon Corp. (2007-2013)
David F. Connor
2005 Market Street
Philadelphia, PA 19103
December 1963
Senior Vice President, Deputy General Counsel, and SecretarySenior Vice President since May 2013; Deputy General Counsel since September 2000; Secretary since October 2005David F. Connor has served as Deputy General Counsel of Delaware Investments since 2000.65
None3
Daniel V. Geatens
2005 Market Street
Philadelphia, PA 19103
October 1972
Vice President and TreasurerTreasurer since October 2007Daniel V. Geatens has served in various capacities at different times at Delaware Investments.65
None3
David P. O’Connor
2005 Market Street
Philadelphia, PA 19103
February 1966
Executive Vice President, General Counsel, and Chief Legal OfficerExecutive Vice President since February 2012; General Counsel and Chief Legal Officer since October 2005David P. O’Connor has served in various executive and legal capacities at different times at Delaware Investments.65
None3
Richard Salus
2005 Market Street
Philadelphia, PA 19103
October 1963
Senior Vice President and Chief Financial OfficerChief Financial Officer since November 2006Richard Salus has served in various executive capacities at different times at Delaware Investments.65
None3
1 Patrick P. Coyne is considered to be an “Interested Trustee” because he is an executive officer of DMC.
2 Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment advisor, principal underwriter, and transfer agent.
3  David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in similar capacities for the six portfolios of the Optimum Fund Trust, which have the  same investment manager, principal underwriter, and transfer agent as the Funds.
Delaware Group Tax-Free Fund
(FYE 8/31/2021)
$14,365$19,482$13,265$14,001$13,804$5,697$14,293$14,537$14,365$14,217
Delaware Pooled® Trust
(FYE 10/31/2020)
$4,855$6,501$4,697$4,505$4,506$4,483$4,810$5,055$4,834$4,810
Delaware VIP® Trust
(FYE 12/31/2020)
$54,853$66,556$49,673$46,937$48,281$46,937$51,478$54,338$52,535$51,475
Voyageur Insured Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Intermediate Tax Free Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Mutual Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Mutual Funds II
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
Voyageur Mutual Funds III
(FYE 10/31/2020)
$1,645$2,189$1,583$1,516$1,520$1,510$1,624$1,712$1,638$1,624
Voyageur Tax Free Funds
(FYE 8/31/2021)
$8,885$12,052$8,269$8,649$8,538$3,967$8,890$9,027$8,885$8,837
  
*Ms. Landreth, a former Trustee, received compensation from the Trust prior to her death on Jan. 31, 2021.


44


APPENDIX G – AUDITOR INFORMATION

FEES FOR AUDIT AND OTHER SERVICES

The following table shows, for each Trust:


Audit FeesFees.. The aggregateaudit fees billed for each of the last two fiscal years for professional services rendered by PwC forcategory are those fees associated with the audit of theeach Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that are normally are provided by PwC in connection with statutory and regulatory filings or engagements for those fiscal years.
Tax Fees. The aggregate fees billed in eachand registration consents.  All of the last twoaudit services for the fiscal years indicated for each Trust were approved by the Audit Committee in accordance with its pre-approval policies and procedures.
Audit-Related Fees. Audit-related fees refer to the assurance and related services by the independent public accounting firm that are reasonably related to the performance of each Trust’s annual financial statements and are not otherwise included under the “audit fees” category.
Tax Fees.  Tax fees refer to fees for professional services rendered by PwCthe registered principal accounting firm for tax compliance, tax advice and tax planning.
Affiliate Audit-RelatedAll Other Fees.The aggregate All other fees billed by PWC for services relatingrefer to the performance of the audit of the financial statements of DMCfees related to internal control reviews, strategy and other service providers under common control with DMCconsulting, financial information systems design and that relate directly to the operations or financial reporting of the Trusts.
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by PwC for services rendered to the Trusts and to DMCimplementation, consulting on other information systems, and other service providers under common control with DMC.tax services.



TrustAudit FeesAudit-Related FeesTax FeesAll Other Fees
Delaware Group Adviser Funds
10/31/19
10/31/20
 
$115,560
$79,310
 
-
-

$17,310
$10,700
 
-
-
Delaware Group Cash Reserve
3/31/20
3/31/21

$33,140
$32,380
 
-
-

$6,500
$6,500
 
-
-
Delaware Group Equity Funds I
10/31/19
10/31/20

$31,090
$30,330
-
-

$4,850
$4,850
 
-
-
Delaware Group Equity Funds II
11/30/19
11/30/20

$31,670
$30,910
-
-

$4,850
$4,850
 
-
-
Delaware Group Equity Funds IV
9/30/20

$567,680
 
-

$96,510
 
-
Delaware Group Equity Funds IV
3/31/20
3/31/21
 
$90,050
$87,770
 
-
-

$16,500
$16,500
 -
-


Trust
Audit
Fees
Tax
Fees
Affiliate Audit-Related FeesAggregate Non-Audit Fees
Delaware Group® Adviser Funds
10/31/14
10/31/13
97,615.00
117,640.00
16,434.00
21,650.00
Delaware Group Cash Reserve
3/31/14
3/31/13
28,000.00
24,835.00
3,160.00
3,000.00
Delaware Group Equity Funds I
10/31/14
10/31/13
26,259.90
23,035.00
4,740.00
4,500.00
Delaware Group Equity Funds II
11/30/14
11/30/13
26,750.00
23,435.00
4,741.00
4,500.00
Delaware Group® Equity Funds IV
9/30/14
9/30/13
54,000.00
47,170.00
9,480.00
9,000.00
Delaware Group Equity Funds V
11/30/1419
11/30/1320

$103,940
$101,660

-
-


$17,310
 
87,789.80-
77,405.00-
14,223.00
13,500.00
Delaware Group Foundation Funds
9/30/143/31/20
9/30/133/31/21

$49,240
$48,480
 
124,605.00-
109,305.00-

$6,501
$6,501
 
15,237.00-
14,550.00-
Delaware Group Global & International Funds
11/30/1419
11/30/1320

$128,880
$94,380
 
108,800.00
123,675.00-
-


$26,440
29,605.00
28,100.0019,830

-
-
Delaware Group Government Fund
7/31/1420
7/31/1321

$90,870
$81,783
 
114,004.80-
67,970.00

$13,000
$13,000
 
13,218.00-
9,700.00-

45
Trust
Audit
Fees
Tax
Fees
Affiliate Audit-Related FeesAggregate Non-Audit Fees
Delaware Group Income Funds
7/31/1420
7/31/1321

$172,640
$155,376
186,019.80
163,175.00-
-

$26,000
$26,000
25,545.00
24,250.00-
-
Delaware Group Limited-Term Government Funds
12/31/1419
12/31/1320


$360,490
$126,340
40,400.00
35,435.00-
-


$38,080
$17,500
5,109.00
4,850.00
-
-
Delaware Group State Tax-Free Income Trust
8/31/1419
8/31/1320
34,125.00
29,935.00
$40,400
$36,640
4,214.00
4,000.00-
-
$5,500
$5,500
-
-
Delaware Group Tax-Free Fund
8/31/1419
8/31/1320
69,160.00
60,670.00$81,840
$80,320
8,428.00
8,000.00-
-
$11,000
$11,000
-
-
Delaware Pooled® Trust
10/31/1419
10/31/1320

$237,130
$231,810
-
-
303,684.90
317,855.00$41,230
$41,230
58,785.00
65,150.00-
-
Delaware VIP® Trust
12/31/1419
12/31/1320
290,521.00
254,850.00$921,410
$662,180
51,832.00
49,200.00-
-

$103,000
$87,780
-
-
Voyageur Insured Funds
8/31/1419
8/31/1320
34,125.00
29,935.00$40,400
$39,640
4,214.00
4,000.00-
-
$5,500
$5,500
-
-
Voyageur Intermediate Tax FreeTax-Free Funds
8/31/1419
8/31/1320
34,125.00
29,935.00
$40,400
$39,640
4,214.00
4,000.00
-
-
$5,500
$5,500
-
-
Voyageur Mutual Funds
8/31/1419
8/31/1320
171,080.00
150,075.00$202,530
$198,720
21,070.00
20,000.00-
-
$27,500
$27,500
-
-

Voyageur Mutual Funds II
8/31/1419
8/31/1320

$40,400
$39,640
-
-
34,125.00
29,935.00$5,500
$5,500
4,214.00
4,000.00-
-
Voyageur Mutual Funds III
10/31/1419
10/31/13
4/30/1320
26,715.00
45,670.00$31,630
$30,870
4,741.00
9,000.00-
-

$4,850
$4,850
-
-
Voyageur Tax Free Funds
8/31/1419
8/31/1320
34,125.00
29.935.00$40,400
$39,640
4,214.00
4,000.00-
-

$5,500
$5,500
-
-


46


APPENDIX H - PRE-APPROVAL POLICIES AND PROCEDURES
The Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth below.
AUDIT COMMITTEE OF THE DELAWARE INVESTMENTS FAMILY OF FUNDS

PROCEDURES FOR ENGAGEMENT
OF
INDEPENDENT AUDITORS
FOR AUDIT AND NON-AUDIT SERVICES
I. Objective
These procedures (the "Procedures") set forth the understanding of the Audit Committee of the Delaware Investments Family of Funds (the "Funds") regarding the retention of the Funds' independent auditors (the "Auditors") to provide: (i) audit and permissible non-audit services to the Funds;  (ii) non-audit services to the Funds' investment advisers, and to any "control affiliates" (as defined below) of such investment advisers, that relate directly to the Funds' operations or financial reporting; and (iii) certain other non-audit services to the Funds' investment advisers and their control affiliates.  The purpose of these Procedures is to ensure the Auditors' independence and objectivity with respect to their audit services to the Funds.
II. Approval Procedures
A.  Services provided to the Funds.
The engagement of the Auditors to provide audit or non-audit services to the Funds (referred to herein as "Fund Services") shall be approved by the Funds' Audit Committee prior to the commencement of any such engagement.
The engagement of the Auditors to provide the Fund Services listed on Annex I-A hereto, which include services customarily required by one or more of the Funds in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund Services not previously pre-approved at a meeting of the Audit Committee, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).
B.  Fund-related services provided to Adviser entities.
47
The engagement of the Auditors to provide non-audit services to the Funds' investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds' operations or financial reporting (referred to herein as "Fund-Related Adviser Services") shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement.  For purposes of these Procedures, the term "control affiliate" means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term "investment adviser" is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser.  Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as "Adviser entities") for purposes of these Procedures.
The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all new or additional Fund-Related Adviser Services not previously pre-approved at a meeting of the Audit Committee, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).
C.  Certain other services provided to Adviser entities.
The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to the Committee's ongoing evaluation of the Auditors' independence and objectivity with respect to their audit services to the Funds.  As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting.  Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees.
III.  Internal Controls
The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees that are required to be disclosed annually in compliance with Independence Standards Board No. 1.
The Audit Committee also expects Delaware Management Company ("DMC") to develop, implement and maintain effective internal controls with respect to (B) and (C) above.
IV.  Pre-Approval Process
48
Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows:
a brief written request shall be prepared detailing the proposed engagement with an explanation as to why the work is proposed to be performed by the Auditors (e.g., particular expertise, timing, etc.);
the request should be addressed to the Audit Committee with copies to the Funds’ Chief Financial Officer and Chief Legal Officer;
·a brief written request shall be prepared detailing the proposed engagement with explanation as to why the work is proposed to be performed by the Auditors (e.g., particular expertise, timing, etc.);
if time reasonably permits, the request shall be included in the meeting materials for the upcoming Audit Committee meeting when the Committee will consider the proposed engagement and approve or deny the request;
should the request require more immediate action, the written request should be e-mailed, faxed or otherwise delivered to the Audit Committee Chairperson, with copies to the Funds’ Chief Financial Officer and Chief Legal Officer.  The Chairperson of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chairperson's discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal.  Should the Chairperson of the Audit Committee be unavailable, a designated member of the Audit Committee, as determined by the Audit Committee, may serve as an alternate for the purpose of approving or denying the request.
·the request should be addressed to the Audit Committee with copies to the Funds’ Chief Financial Officer and Chief Legal Officer;
·if time reasonably permits, the request shall be included in the meeting materials for the upcoming Audit Committee meeting when the Committee will consider the proposed engagement and approve or deny the request;
·should the request require more immediate action, the written request should be e-mailed, faxed or otherwise delivered to the Audit Committee Chairperson, with copies to the Funds’ Chief Financial Officer and Chief Legal Officer, followed by a telephone call to the Chairperson of the Audit Committee.  The Chairperson of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chairperson's discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal.  Should the Chairperson of the Audit Committee be unavailable, any other member of the Audit Committee may serve as an alternate for the purpose of approving or denying the request.
V.  Scope of Procedures
These Procedures shall apply to both direct and indirect engagements of the Auditors.  Indirect engagements are situations where the Auditors are engaged to provide Fund Services or Fund-Related Adviser Services by a service provider to a Fund or Adviser entity at an Adviser entity's explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity).
VI.  Periodic Certification by Auditors
In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures.
VII.  Amendments; Annual Approval by Audit Committee
These Procedures may be amended from time to time by the Audit Committee.  Prompt notice of any amendments will be provided to the Auditors and DMC.  These Procedures shall be reviewed and approved at least annually by the Audit Committee.  Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of such approval.
ANNEX I-A





Initially Approved:  December 15, 2005
49
Last Approved: August 19, 2014


50

ANNEX I-A

Pre-Approved Fund Services

ServiceRange of Fees
Audit Services 
Statutory audits or financial audits for new Fundsup to $40,000$50,000 per Fund
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters
 
up to $10,000 per Fund
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”)
 
 
up to $25,000 in the aggregate
Audit-Related Services 
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”)
 
 
up to $25,000 in the aggregate
Tax Services 
U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.)
 
up to $25,000 in the aggregate
U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.)up to $5,000 per Fund
Review of federal, state, local and international income, franchise and other tax returnsup to $5,000 per Fund


51

ANNEX I-B

Pre-Approved Fund-Related Adviser Services

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

52

ANNEX II


Delaware Management Business Trust
Delaware Distributors, L.P.
Delaware Investments Fund Service Company
Delaware Service Company, Inc.
Retirement Financial Services, Inc.
Macquarie Capital Investment Management LLC
Jackson Square Partners, LLC



53



APPENDIX I – TRUSTEES AND OFFICERS OF DMC
The following persons have held the following positions with the Trusts and with DMC during the past two years.  The principal business address of each is 2005 Market Street, Philadelphia, Pennsylvania 19103-7094.
Item 31.                   Business and Other Connections of the Investment Adviser.

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

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

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Patrick P. CoynePresidentChairman/President/Chief Executive Officer
Mr. Coyne has served in various executive capacities within Delaware Investments
Michael J. HoganExecutive Vice President/Head of Equity InvestmentsExecutive Vice President/Head of Equity Investments
Mr. Hogan has served in various executive capacities within Delaware Investments

54

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
David P. O’ConnorExecutive Vice President/Strategic Investment Relationships and Initiatives/General CounselExecutive Vice President/Strategic Investment Relationships and Initiatives/General Counsel
Mr. O’Connor has served in various executive capacities within Delaware Investments
Senior Vice President/ Strategic Investment Relationships and Initiatives/ General Counsel/Optimum Fund Trust
See Yeng QuekExecutive Vice President/Managing Director/Head of Fixed Income InvestmentsExecutive Vice President/Managing Director/Head of Fixed Income InvestmentsMr. Quek has served in various executive capacities within Delaware Investments
Philip N. RussoExecutive Vice President/Chief Administrative OfficerNoneMr. Russo has served in various executive capacities within Delaware Investments
Joseph R. BaxterSenior Vice President/Head of Municipal Bond Department/Senior Portfolio ManagerSenior Vice President/Head of Municipal Bond Department/Senior Portfolio ManagerMr. Baxter has served in various capacities within Delaware Investments
Christopher S. Beck
Senior Vice President/
Chief Investment Officer—Small Cap Value/Mid-Cap Value Equity
Senior Vice President/ Chief Investment Officer - Small Cap Value/Mid-Cap Value EquityMr. Beck has served in various capacities within Delaware Investments
Michael P. BuckleySenior Vice President//Director of Municipal ResearchSenior Vice President/ Director of Municipal ResearchMr. Buckley has served in various capacities within Delaware Investments
Stephen J. BuschSenior Vice President/ Investment AccountingSenior Vice President/ Investment AccountingMr. Busch has served in various capacities within Delaware Investments
Michael F. Capuzzi
Senior Vice President/
Investment Systems
Senior Vice President/
Investment Systems
Mr. Capuzzi has served in various capacities within Delaware Investments
Liu-Er ChenSenior Vice President/ Chief Investment Officer, Emerging Markets and HealthcareSenior Vice President/ Chief Investment Officer, Emerging Markets and HealthcareMr. Chen has served in various capacities within Delaware Investments
David F. ConnorSenior Vice President/Deputy General Counsel/SecretarySenior Vice President/Deputy General Counsel/Secretary
Mr. Connor has served in various capacities within Delaware Investments
Vice President/Deputy General Counsel/Secretary – Optimum


55

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Fund Trust
Stephen J. CzepielSenior Vice President/Senior Portfolio ManagerSenior Vice President/Senior Portfolio ManagerMr. Czepiel has served in various capacities within Delaware Investments
Craig C. DembekSenior Vice President/ Co-Head of Credit Research/Senior Research AnalystSenior Vice President/Co-Head of Credit Research/Senior Research AnalystMr. Dembek has served in various capacities within Delaware Investments
Roger A. Early
Managing Director, Co-Head of Fixed Income Investments, Senior Vice President/
Co-Chief Investment Officer—Total Return Fixed Income Strategy
Managing Director, Co-Head of Fixed Income Investments, Senior Vice President/ Co-Chief Investment Officer-Total Return Fixed Income StrategyMr. Early has served in various capacities within Delaware Investments
Stuart M. GeorgeSenior Vice President/Head of Equity TradingSenior Vice President/Head of Equity TradingMr. George has served in various capacities within Delaware Investments
Gregory A. GizziSenior Vice President/Senior Portfolio ManagerSenior Vice President/Senior Portfolio ManagerMr. Gizzi has served in various capacities with Delaware Investments
Edward GraySenior Vice President/Chief Investment Officer—Global and International Value EquitySenior Vice President/Chief Investment Officer – Global and International Value EquityMr. Gray has served in various capacities within Delaware Investments
Paul GrilloSenior Vice President/Co-Chief Investment Officer—Total Return Fixed Income StrategySenior Vice President/Co-Chief Investment Officer—Total Return Fixed Income StrategyMr. Grillo has served in various capacities within Delaware Investments
Sharon Hill
Senior Vice President/
Head of Equity Quantitative Research and Analytics
Senior Vice President/
Head of Equity Quantitative Research and Analytics
Ms. Hill has served in various capacities within Delaware Investments
James L. Hinkley
Senior Vice President/
Head of Product Management
Senior Vice President/
Head of Product Management
Mr. Hinkley has served in various capacities within Delaware Investments
Kashif IshaqSenior Vice President/Head of Investment Grade Corporate Bond TradingSenior Vice President/Head of Investment Grade Corporate Bond TradingMr. Ishaq has served in various capacities within Delaware Investments
Paul MatlackSenior Vice President/ Senior Portfolio Manager/ Fixed Income StrategistSenior Vice President/ Senior Portfolio Manager/ Fixed Income StrategistMr. Matlack has served in various capacities within Delaware Investments
Christopher McCarthySenior Vice President/Financial Institutions SalesSenior Vice President/Financial Institutions SalesMr. McCarthy has served in various capacities within Delaware Investments
John P. McCarthySenior Vice President/Co-Vice President/SeniorMr. McCarthy has served in


56

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Head of Credit Research/Senior Research AnalystResearch Analystvarious capacities within Delaware Investments
Brian McDonnellSenior Vice President/Senior Portfolio Manager/Senior Structured Products Analyst/TraderSenior Vice President/Senior Portfolio Manager/Senior Structured Products Analyst/TraderMr. McDonnell has served in various capacities within Delaware Investments
Timothy D. McGarritySenior Vice President/Financial Services OfficerSenior Vice President/Financial Services OfficerMr. McGarrity has served in various capacities within Delaware Investments
Francis X. MorrisSenior Vice President/Chief Investment Officer - Core EquitySenior Vice President/Chief Investment Officer - Core EquityMr. Morris has served in various capacities within Delaware Investments
Brian L. Murray, Jr.
Senior Vice President/
Chief Compliance Officer
Senior Vice President/ Chief Compliance OfficerMr. Murray has served in various capacities within Delaware Investments
Susan L. Natalini
Senior Vice President/Head of Equity and Fixed Income Business Operations
Senior Vice President/Head of Equity and Fixed Income Business OperationsMs. Natalini has served in various capacities within Delaware Investments
D. Tysen Nutt
Senior Vice President/
Senior Portfolio Manager/Team Leader
Senior Vice President/
Senior Portfolio Manager/Team Leader
Mr. Nutt has served in various capacities within Delaware Investments
Philip O. ObazeeSenior Vice President/Structured Products and DerivativesSenior Vice President/Structured Products and DerivativesMr. Obazee has served in various capacities within Delaware Investments
Terrance M. O’BrienSenior Vice President/Head of Fixed Income Quantitative Analysis DepartmentSenior Vice President/Head of Fixed Income Quantitative Analysis DepartmentMr. O’Brien has served in various capacities with Delaware Investments
Marlene PetterSenior Vice President/Marketing CommunicationsSenior Vice President/Marketing CommunicationsMs. Petter has served in various capacities within Delaware Investments
Richard SalusSenior Vice President/ Controller/TreasurerSenior Vice President/Chief Financial Officer
Mr. Salus has served in various capacities within Delaware Investments
Senior Vice President/Chief Financial Officer – Optimum Fund Trust
Christopher M. TestaSenior Vice President/ Senior Portfolio Manager since January 2014Senior Vice President/ Senior Portfolio Manager since January 2014Mr. Testa has served in various capacities within Delaware Investments
Babak Zenouzi
Senior Vice President/
Chief Investment Officer—Real Estate
Senior Vice President/ Chief Investment Officer- Real Estate Securities andMr. Zenouzi has served in various capacities within Delaware Investments


57

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Securities and Income Solutions
Income Solutions
Mr. Zenouzi has served in various capacities within Delaware Investments
Gary T. AbramsVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Abrams has served in various capacities within Delaware Investments
Christopher S. AdamsVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Adams has served in various capacities within Delaware Investments
Damon J. AndresVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Andres has served in various capacities within Delaware Investments
Wayne A. AnglaceVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Anglace has served in various capacities within Delaware Investments
Margaret MacCarthy BaconVice President/Investment SpecialistVice President/Investment SpecialistMs. Bacon has served in various capacities within Delaware Investments
Patricia L. BakelyVice President/Assistant ControllerVice President/Assistant ControllerMs. Bakely has served in various capacities within Delaware Investments
Kristen E. Bartholdson-PeterVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMs. Bartholdson has served in various capacities within Delaware Investments
Todd BassionVice President/Portfolio ManagerVice President/Portfolio ManagerMr. Bassion has served in various capacities within Delaware Investments
Jo Anne BennickVice President/15(c) ReportingVice President/15(c) ReportingMs. Bennick has served in various capacities within Delaware Investments
Richard E. BiesterVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Biester has served in various capacities within Delaware Investments
Sylvie S. BlenderVice President/Financial Institutions Client ServicesVice President/Financial Institutions Client ServicesMs. Blender has served in various capacities within Delaware Investments
Kevin BockVice President/Municipal Credit AnalystVice President/Municipal Credit AnalystMr. Bock has served in various capacities within Delaware Investments
Zoe BradleyVice President/ Municipal Bond Portfolio AnalystVice President/Municipal Bond Portfolio AnalystMs. Bradley has served in various capacities within Delaware Investments
Vincent A. BrancaccioVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Brancaccio has served in various capacities within Delaware Investments
Adam H. BrownVice President/PortfolioVice President/PortfolioMr. Brown has served in


58

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
ManagerManagervarious capacities within Delaware Investments
Carolyn Brown-JordanVice President/Investment AccountingVice President/Investment AccountingMs. Brown-Jordan has served in various capacities within Delaware Investments
McAfee S. BurkeVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Burke has served in various capacities within Delaware Investments
Mathew J. CalabroVice President/Deputy Chief Compliance OfficerVice President/Deputy Chief Compliance Officer
Mr. Calabro has served in various capacities within Delaware Investments
Vice President/Chief Compliance Officer - Optimum Fund Trust
Mary Ellen M. CarrozzaVice President/Client ServicesVice President/Client ServicesMs. Carrozza has served in various capacities within Delaware Investments
Steven G. CatricksVice President/Portfolio Manager/Equity AnalystVice President/Portfolio Manager/Equity AnalystMr. Catricks has served in various capacities within Delaware Investments
Wen-Dar ChenVice President/Portfolio Manager—International DebtVice President/Portfolio Manager - International DebtMr. Chen has served in various capacities within Delaware Investments
Anthony G. CiavarelliVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMr. Ciavarelli has served in various capacities within Delaware Investments
Sean ConnerVice President/Director of Fixed Income Product ManagementVice President/Director of Fixed Income Product ManagementMr. Connor has served in various capacities within Delaware Investments
Michael Costanzo
Vice President/
Performance Analyst Manager
Vice President/
Performance Analyst Manager
Mr. Costanzo has served in various capacities within Delaware Investments
Kishor K. DagaVice President/ Institutional Account ServicesVice President/ Institutional Account ServicesMr. Daga has served in various capacities within Delaware Investments
Cori E. DaggettVice President/Associate General Counsel/ Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMs. Daggett has served in various capacities within Delaware Investments
Ion DanVice President/Senior Structured Products Analyst/TraderVice President/Senior Structured Products Analyst/TraderMr. Dan has served in various capacities within Delaware Investments
Guido DeAscanis IIIVice President/Senior Credit Research AnalystVice President/Senior Credit Research AnalystMr. DeAscanis has served in various capacities within Delaware Investments
Kevin C. DoneganVice President/Head of Business ManagerVice President/Head of Business ManagerMr. Donegan has served in various capacities within Delaware Investments and/or its


59

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
affiliates since 1994
Camillo D’OrazioVice President/Ex-US Client Service OfficerVice President/Ex-US Client Service OfficerMr. D’Orazio has served in various capacities within Delaware Investments
Michael E. DresninVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMr. Dresnin has served in various capacities within Delaware Investments
Joel A. EttingerVice President/TaxationVice President – TaxationMr. Ettinger has served in various capacities within Delaware Investments
Richard J. FilipVice President/Portfolio Analyst/Trader-Convertible and Municipal StrategiesVice President/Portfolio Analyst/ Trader-Convertible and Municipal StrategiesMr. Filip has served in various capacities within Delaware Investments
Michelle FinderVice President/Senior Credit Research AnalystVice President/Senior Credit Research AnalystMs. Finder has served in various capacities within Delaware Investments
Joseph FiorillaVice President – Trading OperationsVice President – Trading OperationsMr. Fiorilla has served in various capacities within Delaware Investments
Charles E. FishVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Fish has served in various capacities within Delaware Investments
Clifford M. FisherVice President/Municipal Credit AnalystVice President/Municipal Credit AnalystMr. Fisher has served in various capacities within Delaware Investments
Patrick FoleyVice President/Director of Equity Product ManagementVice President/Director of Equity Product ManagementMr. Foley has served in various capacities within Delaware Investments
Denise A. FranchettiVice President/Portfolio Manager/Senior Research AnalystVice President/Portfolio Manager/Senior Research AnalystMs. Franchetti has served in various capacities within Delaware Investments
Lawrence G. FrankoVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Franko has served in various capacities within Delaware Investments
Eric FreiVice President/ Government and Agency Analyst/TraderVice President/ Government and Agency Analyst/TraderMr. Frei has served in various capacities within Delaware Investments
Michael FriedmanVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Friedman has served in various capacities within Delaware Investments
Mark FrymiareVice President/Marketing Support ServicesVice President/Marketing Support ServicesMr. Frymiare has served in various capacities within Delaware Investments
Daniel V. GeatensVice President/Director of Financial AdministrationVice President/TreasurerMr. Geatens has served in various capacities within Delaware Investments


60

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Vice President/Treasurer – Optimum Fund Trust
Christopher GowllandVice President/Senior Quantitative AnalystVice President/Senior Quantitative AnalystMr. Gowlland has served in various capacities within Delaware Investments
David J. HamiltonVice President/Credit Research AnalystVice President/Credit Research AnalystMr. Hamilton has served in various capacities within Delaware Investments
Brian HannonVice President/High Yield Trader since April 2013Vice President/High Yield Trader since April 2013Mr. Hannon has served in various capacities within Delaware Investments
Scott HastingsVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Hastings has served in various capacities within Delaware Investments
Duane HewlettVice President/Structured Product Analyst/TraderVice President/Structured Product Analyst/TraderMr. Hewlett has served in various capacities within Delaware Investments
J. David HillmeyerVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Hillmeyer has served in various capacities within Delaware Investments
Jerel A. HopkinsVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMr. Hopkins has served in various capacities within Delaware Investments
Chungwei HsiaVice President/Emerging and Developed Markets AnalystVice President/Emerging and Developed Markets AnalystMr. Hsia has served in various capacities within Delaware Investments
Cynthia IsomVice President/Portfolio ManagerVice President/Portfolio ManagerMs. Isom has served in various capacities within Delaware Investments
Stephen M. Juszczyszyn
Vice President/ Portfolio Manager/Senior Structured Products Analyst/Trader
Vice President/Portfolio Manager/Senior Structured Products Analyst/TraderMr. Juszczyszyn has served in various capacities within Delaware Investments
William F. KeelanVice President/Senior Quantitative AnalystVice President/Senior Quantitative AnalystMr. Keelan has served in various capacities within Delaware Investments
Nancy KeenanVice President/Domestic Equity, Senior Product ManagerVice President/Domestic Equity, Senior Product ManagerMs. Keenan has served in various capacities within Delaware Investments
Colleen KneibVice President/Municipal Credit AnalystVice President/Municipal Credit AnalystMs. Kneib has served in various capacities within Delaware Investments
Daniel KoVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Ko has served in various capacities within Delaware Investments
Anu B. KothariVice President/Senior Equity AnalystVice President/Senior Equity AnalystMs. Kothari has served in various capacities within Delaware Investments


61

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Nikhil G. LalvaniVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Lalvani has served in various capacities within Delaware Investments
Jamie LaScalaVice President/Global Equities/Senior Product ManagerVice President/Global Equities/Senior Product ManagerMs. LaScala has served in various capacities within Delaware Investments
Kevin LamVice President/Portfolio Manager-Fixed Income Separately Managed AccountsVice President/Portfolio Manager - Fixed Income Separately Managed AccountsMr. Lam has served in various capacities within Delaware Investments
Steven A. LandisVice President/Senior Portfolio Manager - Emerging Markets DebtVice President/Senior Portfolio Manager – Emerging Markets DebtMr. Landis has served in various capacities within Delaware Investments
Anthony A. LombardiVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Lombardi has served in various capacities within Delaware Investments
Kent MaddenVice President/Portfolio Manager/Equity AnalystVice President/Portfolio Manager/Equity AnalystMr. Madden has served in various capacities within Delaware Investments
Andrew McEvoyVice President/Trade SettlementsVice President/Trade SettlementsMr. McEvoy has served in various capacities within Delaware Investments
Kelley McKeeVice President/Portfolio Manager/Equity AnalystVice President/Portfolio Manager/Equity AnalystMs. McKee has served in various capacities within Delaware Investments
Carleen MichalskiVice President/Product ManagerVice President/Product ManagerMs. Michalski has served in various capacities within Delaware Investments
Saj MoradiVice President/Senior Credit Research AnalystVice President/Senior Credit Research AnalystMr. Moradi has served in various capacities within Delaware Investments
Michael S. MorrisVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Morris has served in various capacities within Delaware Investments
Constantine (“Charlie”) MylonasVice President/Product Manager (Since June 2010)Vice President/Product ManagerMr. Mylonas has served in various capacities within Delaware Investments
Donald G. PadillaVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Padilla has served in various capacities within Delaware Investments
Alexendra R. ParsonVice President/Financial Institutions Client ServicesVice President/Financial Institutions Client ServicesMs. Parson has served in various capacities within Delaware Investments
Will RainbowVice President/Engagement Strategy & AnalyticsVice President/Engagement Strategy & AnalyticsMr. Rainbow has served in various capacities within Delaware Investments
Mansur Z. RasulVice President/Head of Emerging Markets CreditVice President/Head of Emerging Markets CreditMr. Rasul has served in various capacities within Delaware


62

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
TradingTradingInvestments
Carl RiceVice President/Senior Investment SpecialistVice President/Senior Investment SpecialistMr. Rice has served in various capacities within Delaware Investments
Joseph T. RoginaVice President/Senior Equity TraderVice President/Senior Equity TraderMr. Rogina has served in various capacities within Delaware Investments
Kevin C. SchildtVice President/Senior Research AnalystVice President/Senior Research AnalystMr. Schildt has served in various capacities within Delaware Investments
Scott B. SchroederVice President/Investment Grade Corporate Bond TraderVice President/Investment Grade Corporate Bond TraderMr. Schroeder has served in various capacities within Delaware Investments
Brian Scotto
Vice President/
Government and Agency Trader
Vice President/
Government and Agency Trader
Mr. Scotto has served in various capacities within Delaware Investments
Richard D. SeidelVice President/Assistant Controller/Assistant TreasurerVice President/Assistant Controller/Assistant TreasurerMr. Seidel has served in various capacities within Delaware Investments
Catherine A. SekleckiVice President/Financial Institutions Client ServicesVice President/Financial Institutions Client ServicesMs. Seklecki has served in various capacities within Delaware Investments
Sean M. SimmonsVice President/ International Bond TraderVice President/ International Bond TraderMr. Simmons has served in various capacities within Delaware Investments
Barry SlawterVice President/Retail Marketing & Content StrategyVice President/Retail Marketing & Content StrategyMr. Slawter has served in various capacities within Delaware Investments
Frank StrengerVice President/High Yield TraderVice President/High Yield TraderMr. Strenger has served in various capacities within Delaware Investments
Molly ThompsonVice President/Senior Product Manager, Specialty Products and SolutionsVice President/Senior Product Manager, Specialty Products and SolutionsMs. Thompson has served in various capacities within Delaware Investments
Nitin P. TutejaVice President/ Quantitative AnalystVice President/ Quantitative AnalystMr. Tuteja has served in various capacities within Delaware Investments
John C. Van Roden IIIVice President/Municipal Bond Trader/Head of Municipal Bond TradingVice President/Municipal Bond Trader/Head of Municipal Bond TradingMr. Roden has served in various capacities within Delaware Investments
Robert A. Vogel, Jr.Vice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Vogel has served in various capacities within Delaware Investments
Nael H. WahaidiVice President/ Quantitative AnalystVice President/ Quantitative AnalystMr. Wahaidi has served in various capacities within Delaware Investments
Jeffrey S. WangVice President/SeniorVice President/SeniorMr. Wang has served in various


63

Name and Principal Business AddressPositions and Offices with ManagerPositions and Offices with RegistrantOther Positions and Offices Held
Equity AnalystEquity Analystcapacities within Delaware Investments
Michael G. WildsteinVice President/Senior Portfolio ManagerVice President/Senior Portfolio ManagerMr. Wildstein has served in various capacities within Delaware Investments
Kathryn R. WilliamsVice President/Associate General Counsel/Assistant SecretaryVice President/Associate General Counsel/Assistant SecretaryMs. Williams has served in various capacities within Delaware Investments
Wei XiaoVice President/Senior Equity AnalystVice President/Senior Equity AnalystMr. Xiao has served in various capacities within Delaware Investments



64


APPENDIX J – NUMBER OF SHARES OF EACH FUND OUTSTANDING
AS OF JANUARY 22, 2015

Fund NameClassShares Outstanding
Delaware Cash Reserve® FundA
Delaware Cash Reserve® FundC
Delaware Cash Reserve® FundCC
Delaware Core Plus Bond FundA
Delaware Core Plus Bond FundC
Delaware Core Plus Bond FundI
Delaware Core Plus Bond FundR
Delaware Corporate Bond FundA
Delaware Corporate Bond FundC
Delaware Corporate Bond FundI
Delaware Corporate Bond FundR
Delaware Diversified Floating Rate FundA
Delaware Diversified Floating Rate FundC
Delaware Diversified Floating Rate FundI
Delaware Diversified Floating Rate FundR
Delaware Diversified Income FundA
Delaware Diversified Income FundC
Delaware Diversified Income FundI
Delaware Diversified Income FundR
Delaware Dividend Income FundA
Delaware Dividend Income FundC
Delaware Dividend Income FundI
Delaware Dividend Income FundR
Delaware Emerging Markets Debt FundA
Delaware Emerging Markets Debt FundC
Delaware Emerging Markets Debt FundI
Delaware Emerging Markets Debt FundR
Delaware Emerging Markets FundA
Delaware Emerging Markets FundC
Delaware Emerging Markets FundI
Delaware Emerging Markets FundR
Delaware Extended Duration Bond FundA
Delaware Extended Duration Bond FundC
Delaware Extended Duration Bond FundI
Delaware Extended Duration Bond FundR
Delaware Focus Global Growth FundA
Delaware Focus Global Growth FundC
65

Fund NameClassShares Outstanding
Delaware Focus Global Growth FundI
Delaware Focus Global Growth FundR
Delaware Foundation® Conservative Allocation Fund
A
Delaware Foundation® Conservative Allocation Fund
C
Delaware Foundation® Conservative Allocation Fund
I
Delaware Foundation® Conservative Allocation Fund
R
Delaware Foundation® Growth Allocation Fund
A
Delaware Foundation® Growth Allocation Fund
C
Delaware Foundation® Growth Allocation Fund
I
Delaware Foundation® Growth Allocation Fund
R
Delaware Foundation® Moderate Allocation Fund
A
Delaware Foundation® Moderate Allocation Fund
C
Delaware Foundation® Moderate Allocation Fund
I
Delaware Foundation® Moderate Allocation Fund
R
Delaware Global Real Estate Opportunities FundA
Delaware Global Real Estate Opportunities FundC
Delaware Global Real Estate Opportunities FundI
Delaware Global Real Estate Opportunities FundR
Delaware Global Value FundA
Delaware Global Value FundC
Delaware Global Value FundI
Delaware Global Value FundR
Delaware Healthcare FundA
Delaware Healthcare FundC
Delaware Healthcare FundI
Delaware Healthcare FundR
Delaware High-Yield Opportunities FundA
Delaware High-Yield Opportunities FundC
Delaware High-Yield Opportunities FundI
Delaware High-Yield Opportunities FundR
Delaware Inflation Protected Bond FundA
Delaware Inflation Protected Bond FundC
Delaware Inflation Protected Bond FundI
Delaware International Value Equity FundA
Delaware International Value Equity FundC
Delaware International Value Equity FundI
Delaware International Value Equity FundR
Delaware Limited-Term Diversified Income FundA
Delaware Limited-Term Diversified Income FundC
Delaware Limited-Term Diversified Income FundI
Delaware Limited-Term Diversified Income FundR
Delaware Mid Cap Value FundA

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Fund NameClassShares Outstanding
Delaware Mid Cap Value FundC
Delaware Mid Cap Value FundI
Delaware Mid Cap Value FundR
Delaware Minnesota High-Yield Municipal Bond FundA
Delaware Minnesota High-Yield Municipal Bond FundC
Delaware Minnesota High-Yield Municipal Bond FundI
Delaware National High-Yield Municipal Bond FundA
Delaware National High-Yield Municipal Bond FundC
Delaware National High-Yield Municipal Bond FundI
Delaware REIT FundA
Delaware REIT FundC
Delaware REIT FundI
Delaware REIT FundR
Delaware Select Growth FundA
Delaware Select Growth FundC
Delaware Select Growth FundR
Delaware Select Growth FundI
Delaware Small Cap Core FundA
Delaware Small Cap Core FundC
Delaware Small Cap Core FundI
Delaware Small Cap Core FundR
Delaware Small Cap Value FundA
Delaware Small Cap Value FundC
Delaware Small Cap Value FundI
Delaware Small Cap Value FundR
Delaware Smid Cap Growth FundA
Delaware Smid Cap Growth FundC
Delaware Smid Cap Growth FundI
Delaware Smid Cap Growth FundR
Delaware Tax-Free Arizona FundA
Delaware Tax-Free Arizona FundC
Delaware Tax-Free Arizona FundI
Delaware Tax-Free California FundA
Delaware Tax-Free California FundC
Delaware Tax-Free California FundI
Delaware Tax-Free Colorado FundA
Delaware Tax-Free Colorado FundC
Delaware Tax-Free Colorado FundI
Delaware Tax-Free Idaho FundA
Delaware Tax-Free Idaho FundC
Delaware Tax-Free Idaho FundI
Delaware Tax-Free Minnesota FundA

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Fund NameClassShares Outstanding
Delaware Tax-Free Minnesota FundC
Delaware Tax-Free Minnesota FundI
Delaware Tax-Free Minnesota Intermediate FundA
Delaware Tax-Free Minnesota Intermediate FundC
Delaware Tax-Free Minnesota Intermediate FundI
Delaware Tax-Free New York FundA
Delaware Tax-Free New York FundC
Delaware Tax-Free New York FundI
Delaware Tax-Free Pennsylvania FundA
Delaware Tax-Free Pennsylvania FundC
Delaware Tax-Free Pennsylvania FundI
Delaware Tax-Free USA FundA
Delaware Tax-Free USA FundC
Delaware Tax-Free USA FundI
Delaware Tax-Free USA Intermediate FundA
Delaware Tax-Free USA Intermediate FundC
Delaware Tax-Free USA Intermediate FundI
Delaware U.S. Growth FundA
Delaware U.S. Growth FundC
Delaware U.S. Growth FundI
Delaware U.S. Growth FundR
Delaware Value® Fund
A
Delaware Value® Fund
C
Delaware Value® Fund
I
Delaware Value® Fund
R
Delaware VIP® Diversified Income Series
Standard
Delaware VIP® Diversified Income Series
Service
Delaware VIP® Emerging Markets Series
Standard
Delaware VIP® Emerging Markets Series
Service
Delaware VIP® High Yield Series
Standard
Delaware VIP® High Yield Series
Service
Delaware VIP® International Value Equity Series
Standard
Delaware VIP® International Value Equity Series
Service
Delaware VIP® Limited-Term Diversified Income Series
Standard
Delaware VIP® Limited-Term Diversified Income Series
Service
Delaware VIP® REIT Series
Standard
Delaware VIP® REIT Series
Service
Delaware VIP® Small Cap Value Series
Standard
Delaware VIP® Small Cap Value Series
Service
Delaware VIP® Smid Cap Growth Series
Standard
Delaware VIP® Smid Cap Growth Series
Service
Delaware VIP® U.S. Growth Series
Standard
Delaware VIP® U.S. Growth Series
Service

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Fund NameClassShares Outstanding
Delaware VIP® Value Series
Standard
Delaware VIP® Value Series
Service
The Core Plus Fixed Income Portfolio
The Emerging Markets Portfolio
The Emerging Markets Portfolio II
The Focus Smid-Cap Growth Equity Portfolio
The High-Yield Bond Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
The Large-Cap Growth Equity Portfolio
The Large-Cap Value Equity Portfolio
The Select 20 Portfolio

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

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APPENDIX L — 5% SHARE OWNERSHIP
The following table shows, as of January 22, 2015, the accounts of each class of each Fund that own of record 5% or more of such class.
Fund NameClassShareholders Name and AddressTotal SharesPercentage


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[FORM OF PROXY CARD]
DELAWARE INVESTMENTS®
2005 MARKET STREET
PHILADELPHIA, PA  19103
JOINT SPECIAL MEETING OF SHAREHOLDERS – MARCH 31, 2015
[Registrants Listed on Schedule A]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby revokes all previous proxies for his/her shares and appoints A.G. Ciavarelli, Deidre A. Downes, Cori E. Daggett, and Emilia P. Wang, 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 Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, on March 31, 2015 at 3:00 p.m., Eastern time, 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.
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 March 31, 2015:  the proxy statement is available at
delawareinvestments.com/proxy.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.


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PROXY TABULATOR
[ADDRESS]

To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)Go to website [             ].
3)Follow the instructions provided on the website.
To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)Call [              ].
3)Follow the instructions.
To vote by Mail
1)Read the Proxy Statement
2)Check the appropriate boxes on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
1To elect Trustees for each of the Trusts
Nominees:
FOR ALLWITHHOLD ALLFOR ALL EXCEPT
01) Thomas L. Bennett
02) Ann Borowiec
03) Joseph W. Chow
04) Patrick P. Coyne
05) John A. Fry
06) Lucinda S. Landreth
07) Frances A. Sevilla-Sacasa
08) Thomas K. Whitford
09) Janet L. Yeomans
10) 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.

FORAGAINSTABSTAIN
2To approve the implementation of a new “manager of managers” order for each Fund
3      To revise the fundamental investment restriction relating to lending for each Fund
4      To revise the fundamental concentration restriction to remove the reference to banking instruments for the Delaware Cash Reserve Fund, a series of Delaware Group® Cash Reserve
5  (a) To revise provisions of each Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares
(b) To revise provisions of each Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand
    (c)To revise provisions of each Trust’s By-Laws so that Delaware law will apply to matters related to proxies
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THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED. PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.  PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
Signature [PLEASE SIGN WITHIN BOX]Date


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SCHEDULE A
TrustFunds
Delaware Group® Adviser Funds
Delaware Diversified Income Fund
Delaware Global Real Estate Opportunities Fund
Delaware U.S. Growth Fund
Delaware Group® Cash Reserve
Delaware Cash Reserve® Fund
Delaware Group® Equity Funds I
Delaware Mid Cap Value Fund
Delaware Group® Equity Funds II
Delaware Value® Fund
Delaware Group® Equity Funds IV
Delaware Healthcare Fund
Delaware Smid Cap Growth Fund
Delaware Group® Equity Funds V
Delaware Dividend Income Fund
Delaware Small Cap Core Fund
Delaware Small Cap Value Fund
Delaware Group® Foundation Funds
Delaware Foundation® Conservative Allocation Fund
Delaware Foundation® Growth Allocation Fund
Delaware Foundation® Moderate Allocation Fund
Delaware Group® Global & International Funds
Delaware Emerging Markets Fund
Delaware Focus Global Growth Fund
Delaware Global Value Fund
Delaware International Value Equity Fund
Delaware Group® Government Fund
Delaware Core Plus Bond Fund
Delaware Emerging Markets Debt Fund
Delaware Inflation Protected Bond Fund
Delaware Group® Income Funds
Delaware Corporate Bond Fund
Delaware Diversified Floating Rate Fund
Delaware Extended Duration Bond Fund
Delaware High-Yield Opportunities Fund
Delaware Group® Limited-Term Government Funds
Delaware Limited-Term Diversified Income Fund
Delaware Group® State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund
Delaware Group® Tax-Free Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware Pooled® Trust
The Core Plus Fixed Income Portfolio
The Emerging Markets Portfolio
The Emerging Markets Portfolio II
The Focus Smid-Cap Growth Equity Portfolio
The High-Yield Bond Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
The Large-Cap Growth Equity Portfolio
The Large-Cap Value Equity Portfolio
The Real Estate Investment Trust Portfolio
(also known as Delaware REIT Fund)
The Select 20 Portfolio
Delaware VIP® Trust
Delaware VIP® Diversified Income Series
Delaware VIP® Emerging Markets Series
Delaware VIP® High Yield Series
Delaware VIP® International Value Equity Series
Delaware VIP® Limited-Term Diversified Income Series
Delaware VIP® REIT Series
Delaware VIP® Small Cap Value Series
Delaware VIP® Smid Cap Growth Series





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SCHEDULE A
TrustFunds
Delaware VIP® U.S. Growth Series
Delaware VIP® Value Series
Voyageur Insured FundsDelaware Tax-Free Arizona Fund
Voyageur Intermediate Tax Free FundsDelaware Tax-Free Minnesota Intermediate Fund
Voyageur Mutual FundsDelaware Minnesota High-Yield Municipal Bond Fund
Delaware National High-Yield Municipal Bond Fund
Delaware Tax-Free California Fund
Delaware Tax-Free Idaho Fund
Delaware Tax-Free New York Fund
Voyageur Mutual Funds IIDelaware Tax-Free Colorado Fund
Voyageur Mutual Funds IIIDelaware Select Growth Fund
Voyageur Tax Free FundsDelaware Tax-Free Minnesota Fund




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