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, objectives or restrictions of the Fund. Each Trust also would be required to hold a shareholders meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders. The Trusts’ governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of the Board, or the President of the Trust.
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to that Fund a reasonable time before the Board’s solicitation relating to that meeting is to be made. Shareholder proposals must meet certain legal requirements 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 Ann R. Leven, Coordinating Trustee for the Trusts, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103. Shareholders may also send correspondence to the Coordinating Trustee, or any individual Trustee, c/o the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103. Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).
MORE INFORMATION ABOUT THE FUNDS
Transfer Agency Services.DSC, 2005 Market Street, Philadelphia, Pennsylvania 19103, an affiliate of DMC, acts as the shareholder servicing, dividend disbursing, and transfer agent for the Funds. For its shareholder servicing, dividend disbursing services, and transfer agency services, DSC is paid an annual per account charge of $11.00 for each open account and $6.50 for each closed account on its records and each account held on a sub-accounting system maintained by firms that hold accounts on an omnibus basis. These charges are assessed monthly on a pro rata basis and determined by using the number of shareholder and retirement accounts maintained as of the last calendar day of each month. Compensation is fixed each year and approved by each Board, including a majority of the Independent Trustees.
DST Systems, Inc. (“DST”), 430 W. 7th Street, Kansas City, Missouri 64105, provides subtransfer agency services to the Funds. In connection with these services, DST administers the overnight investment of cash pending investment in a Fund 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, New York 10286-0001, provides fund accounting and financial administration services to each Fund. Those services include performing functions related to calculating each Fund’s net asset value (“NAV”) and providing financial reporting information, regulatory compliance testing, and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.
DSC provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. DSC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay DSC an asset-based
33
fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and DSC for the services described above are allocated among all funds in the Delaware Investments® Family of Funds on a relative NAV basis.
Distribution Services. Pursuant to distribution agreements with each Trust, DDLP, 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for the Funds. DDLP pays the expenses of the promotion and distribution of the Funds’ shares, except for payments by the Funds on behalf of Class A Shares, Class B Shares, Class C Shares, and Class R Shares, as applicable under their respective 12b-1 Plans. DDLP also receives sales loads in connection with the purchase and redemption of certain classes of shares. DDLP is an indirect subsidiary of DMHIand is an affiliate of DMC. The Boards annually review fees paid to DDLP.
Following the Transaction, DDLP will be primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. This function is currently provided by Lincoln Financial Distributors, Inc. (“LFD”), 130 N. Radnor-Chester Road, Radnor, Pennsylvania 19087-5221, pursuant to a contractual arrangement with DDLP. LFD is owned by LNC and is an affiliate of DDLP and DMC.
No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC during the Fund’s most recently completed fiscal year.
PRINCIPAL HOLDERS OF SHARES
As of July 31, 2009, 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 O.
To the best knowledge of the Trusts, as of July 31, 2009, no person, except as set forth in Appendix P, owned of record 5% or more of the outstanding shares of any class of any Fund. Except as noted in Appendix P, the Trusts have no knowledge of beneficial ownership of 5% or more of the outstanding shares of any class of any Fund.
34
APPENDICES TO
PROXY STATEMENT
APPENDIX A — TRUSTS AND SERIES USING THIS PROXY STATEMENT | A-1 |
APPENDIX B — TRUSTEES OF THE TRUSTS | B-1 |
APPENDIX C — NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER | C-1 |
APPENDIX D — FUND SHARE BENEFICIAL OWNERSHIP BY TRUSTEE NOMINEES | D-1 |
APPENDIX E — TRUSTEE COMPENSATION | E-1 |
APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTS | F-1 |
APPENDIX G — AUDITOR INFORMATION | G-1 |
APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURES | H-1 |
APPENDIX I — FORM OF NEW INVESTMENT ADVISORY AGREEMENTS | I-1 |
APPENDIX J — CURRENT INVESTMENT ADVISORY AGREEMENTS: DATES OF APPROVALS | J-1 |
APPENDIX K — FEES PAID TO DMC AND AFFILIATES | K-1 |
APPENDIX L — OTHER FUNDS ADVISED BY DMC | L-1 |
APPENDIX M — TRUSTEES AND OFFICERS OF DMC | M-1 |
APPENDIX N — NUMBER OF SHARES OF EACH FUND OUTSTANDING AS OF JULY 31, 2009 | N-1 |
APPENDIX O — 1% SHARE OWNERSHIP | O-1 |
APPENDIX P — 5% SHARE OWNERSHIP | P-1 |
35
APPENDIX A — TRUSTS AND SERIES USING THIS PROXY
STATEMENT
Trust | | Funds |
Delaware Group®Adviser Funds | | Delaware Diversified Income Fund |
| | Delaware U.S. Growth Fund |
Delaware Group Cash Reserve | | Delaware Cash Reserve Fund |
Delaware Group Equity Funds I | | Delaware Mid Cap Value Fund |
Delaware Group Equity Funds II | | Delaware Large Cap Value Fund |
| | Delaware Value®Fund |
Delaware Group Equity Funds III | | Delaware American Services Fund |
| | Delaware Small Cap Growth Fund |
| | Delaware Trend®Fund |
Delaware Group Equity Funds IV | | Delaware Global Real Estate Securities Fund |
| | Delaware Growth Opportunities Fund |
| | Delaware Healthcare Fund |
Delaware Group Equity Funds V | | Delaware Dividend Income Fund |
| | Delaware Small Cap Core Fund |
| | Delaware Small Cap Value Fund |
Delaware Group Foundation Funds | | Delaware Aggressive Allocation Portfolio1 |
| | Delaware Conservative Allocation Portfolio2 |
| | Delaware Foundation®Equity Fund |
| | Delaware Moderate Allocation Portfolio3 |
____________________
1 | | On October 21, 2009, the name will be changed to Delaware Foundation Growth Allocation Fund. |
|
2 | | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. |
|
3 | | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. |
A-1
Trust | | Funds |
Delaware Group Global & International Funds | | Delaware Emerging Markets Fund |
| | Delaware Focus Global Growth Fund |
| | Delaware Global Value Fund |
| | Delaware International Value Equity Fund |
Delaware Group Government Fund | | Delaware Core Plus Bond Fund |
| | Delaware Inflation Protected Bond Fund |
Delaware Group Income Funds | | Delaware Corporate Bond Fund |
| | Delaware Extended Duration Bond Fund |
| | Delaware High-Yield Opportunities Fund |
Delaware Group Limited-Term Government Funds | | Delaware Limited-Term Diversified Income Fund |
Delaware Group State Tax-Free Income Trust | | Delaware Tax-Free Pennsylvania Fund |
Delaware Group Tax-Free Fund | | Delaware Tax-Free USA Fund |
| | Delaware Tax-Free USA Intermediate Fund |
Delaware Group Tax-Free Money Fund | | Delaware Tax-Free Money Fund |
Delaware Pooled®Trust | | Delaware REIT Fund |
| | (also known as The Real Estate Investment Trust Portfolio) |
Voyageur Insured Funds | | Delaware Tax-Free Arizona Fund |
Voyageur Intermediate Tax Free Funds | | Delaware Tax-Free Minnesota Intermediate Fund |
A-2
Trust | | Funds |
Voyageur Mutual Funds | | Delaware Minnesota High-Yield Municipal Bond Fund |
| | Delaware National High-Yield Municipal Bond Fund |
| | Delaware Tax-Free California Fund |
| | Delaware Tax-Free Idaho Fund |
| | Delaware Tax-Free New York Fund |
Voyageur Mutual Funds II | | Delaware Tax-Free Colorado Fund |
Voyageur Mutual Funds III | | Delaware Large Cap Core Fund |
| | Delaware Select Growth Fund |
Voyageur Tax Free Funds | | Delaware Tax-Free Minnesota Fund |
A-3
APPENDIX B — TRUSTEES OF THE TRUSTS
| | | | | | | | Number of | | |
| | | | | | | | Portfolios | | |
| | | | | | Principal | | in Fund | | Other |
| | Position(s) | | | | Occupation(s) | | Complex | | Directorships |
Name, Address, | | Held with | | Length of | | During Past | | Overseen | | Held by |
and Birth Date | | the Trusts | | Time Served | | 5 Years | | by Trustee | | Trustee |
Interested Trustee | | | | | | | | | | |
|
Patrick P. Coyne1 | | Chairman, | | Chairman | | Patrick P. Coyne | | 81 | | Director – Kaydon |
2005 Market Street | | President, | | and Trustee | | has served in | | | | Corp. |
Philadelphia, PA | | Chief | | since | | various executive | | | | |
19103 | | Executive | | August 16, | | capacities at | | | | |
| | Officer, and | | 2006 | | different times | | | | |
April 1963 | | Trustee | | | | at Delaware | | | | |
| | | | President | | Investments.2 | | | | |
| | | | and Chief | | | | | | |
| | | | Executive | | | | | | |
| | | | Officer since | | | | | | |
| | | | August 1, | | | | | | |
| | | | 2006 | | | | | | |
____________________
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 adviser, principal underwriter, and transfer agent. |
B-1
| | | | | | | | Number of | | |
| | | | | | | | Portfolios | | |
| | | | | | Principal | | in Fund | | Other |
| | Position(s) | | | | Occupation(s) | | Complex | | Directorships |
Name, Address, | | Held with | | Length of | | During Past | | Overseen | | Held by |
and Birth Date | | the Trusts | | Time Served | | 5 Years | | by Trustee | | Trustee |
Independent Trustees | | | | | | | | | | |
|
Thomas L. Bennett | | Trustee | | Since March | | Private | | 81 | | Director — Bryn Mawr |
2005 Market Street | | | | 2005 | | Investor — | | | | Bank Corp. (BMTC) |
Philadelphia, PA | | | | | | (March 2004 – | | | | (April 2007 – Present) |
19103 | | | | | | Present) | | | | |
|
October 1947 | | | | | | Investment | | | | |
| | | | | | Manager — | | | | |
| | | | | | Morgan Stanley | | | | |
| | | | | | & Co. | | | | |
| | | | | | (January 1984 – | | | | |
| | | | | | March 2004) | | | | |
|
John A. Fry | | Trustee | | Since | | President — | | 81 | | Director — |
2005 Market Street | | | | January 2001 | | Franklin & | | | | Community Health |
Philadelphia, PA | | | | | | Marshall College | | | | Systems |
19103 | | | | | | (June 2002 – | | | | |
| | | | | | Present) | | | | |
May 1960 | | | | | | | | | | |
| | | | | | Executive Vice | | | | |
| | | | | | President — | | | | |
| | | | | | University of | | | | |
| | | | | | Pennsylvania | | | | |
| | | | | | (April 1995 – | | | | |
| | | | | | June 2002) | | | | |
|
Anthony D. Knerr | | Trustee | | Since April | | Founder and | | 81 | | None |
2005 Market Street | | | | 1990 | | Managing | | | | |
Philadelphia, PA | | | | | | Director — | | | | |
19103 | | | | | | Anthony Knerr | | | | |
| | | | | | & Associates | | | | |
December 1938 | | | | | | (Strategic | | | | |
| | | | | | Consulting) | | | | |
| | | | | | (1990 – Present) | | | | |
|
Lucinda S. Landreth | | Trustee | | Since March | | Chief | | 81 | | None |
2005 Market Street | | | | 2005 | | Investment | | | | |
Philadelphia, PA | | | | | | Officer — | | | | |
19103 | | | | | | Assurant, Inc. | | | | |
| | | | | | (Insurance) | | | | |
June 1947 | | | | | | (2002 – 2004) | | | | |
B-2
| | | | | | | | Number of | | |
| | | | | | | | Portfolios | | |
| | | | | | Principal | | in Fund | | Other |
| | Position(s) | | | | Occupation(s) | | Complex | | Directorships |
Name, Address, | | Held with | | Length of | | During Past | | Overseen | | Held by |
and Birth Date | | the Trusts | | Time Served | | 5 Years | | by Trustee | | Trustee |
Independent Trustees (continued) | | | | | | | | | | |
|
Ann R. Leven | | Coordinating | | Since | | Consultant — | | 81 | | None |
2005 Market Street | | Trustee | | October | | ARL Associates | | | | |
Philadelphia, PA | | | | 1989 | | (Financial | | | | |
19103 | | | | | | Planning) | | | | |
| | | | | | (1983 – Present) | | | | |
November 1940 | | | | | | | | | | |
|
Thomas F. Madison | | Trustee | | Since May | | President and | | 81 | | Director and Chair |
2005 Market Street | | | | 19973 | | Chief Executive | | | | of Compensation |
Philadelphia, PA | | | | | | Officer — MLM | | | | Committee, Governance |
19103 | | | | | | Partners, Inc. | | | | Committee Member — |
| | | | | | (Small Business | | | | CenterPoint Energy |
February 1936 | | | | | | Investing & | | | | |
| | | | | | Consulting) | | | | Lead Director and |
| | | | | | (January 1993 – | | | | Chair of Audit |
| | | | | | Present) | | | | and Governance |
| | | | | | | | | | Committees, Member |
| | | | | | | | | | of Compensation |
| | | | | | | | | | Committee — |
| | | | | | | | | | Digital River Inc. |
|
| | | | | | | | | | Director and Chair of |
| | | | | | | | | | Governance Committee, |
| | | | | | | | | | Audit Committee |
| | | | | | | | | | Member — |
| | | | | | | | | | Rimage Corporation |
|
| | | | | | | | | | Director and Chair |
| | | | | | | | | | of Compensation |
| | | | | | | | | | Committee — |
| | | | | | | | | | Spanlink |
| | | | | | | | | | Communications |
|
| | | | | | | | | | Lead Director |
| | | | | | | | | | and Member of |
| | | | | | | | | | Compensation |
| | | | | | | | | | and Governance |
| | | | | | | | | | Committees — Valmont |
| | | | | | | | | | Industries, Inc. |
____________________
3 | | In 1997, several funds managed by Voyageur Fund Managers, Inc. (the “Voyageur Funds”) were incorporated into the Delaware Investments®Family of Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 until 1997. |
B-3
| | | | | | | | Number of | | |
| | | | | | | | Portfolios | | |
| | | | | | Principal | | in Fund | | Other |
| | Position(s) | | | | Occupation(s) | | Complex | | Directorships |
Name, Address, | | Held with | | Length of | | During Past | | Overseen | | Held by |
and Birth Date | | the Trusts | | Time Served | | 5 Years | | by Trustee | | Trustee |
Independent Trustees (continued) | | | | | | | | | | |
|
Janet L. Yeomans | | Trustee | | Since April | | Vice President | | 81 | | None |
2005 Market Street | | | | 1999 | | and Treasurer | | | | |
Philadelphia, PA | | | | | | (January 2006 – | | | | |
19103 | | | | | | Present), | | | | |
| | | | | | Vice President | | | | |
July 1948 | | | | | | — Mergers & | | | | |
| | | | | | Acquisitions | | | | |
| | | | | | (January | | | | |
| | | | | | 2003 – January | | | | |
| | | | | | 2006), and Vice | | | | |
| | | | | | President | | | | |
| | | | | | (July 1995 – | | | | |
| | | | | | January 2003) | | | | |
| | | | | | 3M Corporation | | | | |
|
J. Richard Zecher | | Trustee | | Since March | | Founder — | | 81 | | Director and Audit |
2005 Market Street | | | | 2005 | | Investor | | | | Committee Member — |
Philadelphia, PA | | | | | | Analytics | | | | Investor Analytics |
19103 | | | | | | (Risk | | | | |
| | | | | | Management) | | | | |
July 1940 | | | | | | (May 1999 – | | | | |
| | | | | | Present) | | | | |
|
| | | | | | Founder — | | | | |
| | | | | | Sutton Asset | | | | |
| | | | | | Management | | | | |
| | | | | | (Hedge Fund) | | | | |
| | | | | | (September | | | | |
| | | | | | 1996 – Present) | | | | |
B-4
APPENDIX C — NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER
Nominating and Corporate Governance Committee Charter
DELAWARE INVESTMENTS FAMILY OF FUNDS
Nominating and Corporate Governance Committee Membership
The Nominating and Corporate Governance Committee (the “Committee”) shall be composed of not less than three members, each of whom shall be independent as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing standards of any national securities exchange on which any fund of the Delaware Investments Family of Funds (each a “Fund”) is listed, and the Coordinating Trustee, as an ex officio member. One member of the Committee shall be designated by the Board as Chairperson. The Chairperson and members of the Committee shall have one year terms, renewable for a maximum of six (6) terms. The Chairperson and members of the Committee shall receive such compensation for their service on the Committee as the Board may determine from time to time.
Board Nominations
1. | | Independent Directors/Trustees. Independent Directors/Trustees for the open and closed-end Funds are to be selected and nominated solely by incumbent independent Directors/Trustees. The Committee shall make recommendations for nominations for independent director/trustee membership on the Board of Directors/Trustees to the incumbent independent Directors/Trustees. The Committee shall also be responsible for nominating qualified candidates for independent Director/Trustee membership in connection with filling vacancies that arise in between meetings of shareholders. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from the Funds’ manager and other affiliates and principal service providers. Persons selected must be independent in terms of both the letter and spirit of the governing rules, regulations and listing standards. The Committee shall also consider the effect of any relationships beyond those delineated in the governing rules, regulations and listing standards that might impair independence, e.g., business, financial or family relationships with managers or service providers. |
|
2. | | Chair of the Board. The Committee shall nominate the Chair of the Board. |
|
3. | | Committees. The Committee shall annually review the membership of and annually recommend persons to serve as members of each committee of the Board. The Committee shall also review the continued appropriateness |
C-1
| | of existing committees and consider the addition of new committees. The Committee shall also make recommendations for members of any new committee established by the Board. |
|
4. | | Affiliated Directors/ Trustees. The Committee shall evaluate candidates’ qualifications and make recommendations for affiliated director/trustee membership on the Board of Directors/Trustees to the full Board. |
|
5. | | Shareholder Recommendations. The Committee shall respond to shareholders who communicate with the Board. |
|
6. | | Board Composition. The Committee shall periodically review the composition of the Board of Directors/Trustees, including the number of Directors/Trustees, to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. |
Corporate Governance
1. | | The Committee shall evaluate annually the ability to each Director/Trustee to function effectively in the discharge of his/her oversight and fiduciary responsibilities as a Director/Trustee. The Chairman of the Committee shall undertake appropriate action as required based on the Committee’s evaluation. |
|
2. | | The Committee shall at least annually conduct a review of Director/Trustee education on current industry issues. |
|
3. | | At least annually, the Committee shall review the amount of compensation payable to the independent Directors/Trustees and report its findings and recommendations to the Board. Compensation shall be based on the responsibilities and duties of the independent Directors/Trustees and the time required to perform these duties. Every year, the Committee shall invite an independent consultant to review the Board’s compensation structure. |
|
4. | | The Committee shall monitor the performance of counsel for the independent Directors/Trustees. |
|
5. | | The Committee shall establish procedures to facilitate shareholder communications to the Funds’ Board of Directors/Trustees. |
Other Powers and Responsibilities
1. | | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). |
C-2
2. | | The Committee shall review this Charter at least annually and recommend any changes to the full Board of Directors/Trustees. |
|
3. | | The Committee shall review annually the Board of Directors/Trustees Policies and Practices. |
|
4. | | The Committee shall review annually a summary and report of Director/Trustee expenses reimbursed in accordance with the Travel and Entertainment Policy. |
|
5. | | The Committee shall perform such other functions that shall be delegated to it from time to time by the Board. |
C-3
APPENDIX D — FUNDSHAREBENEFICIALOWNERSHIP BYTRUSTEENOMINEES
Thefollowing tableshows the dollar range of shares of the Funds and theaggregate dollar range of shares of theDelawareInvestments®Family of Funds that arebeneficially owned by eachTrusteeNominee as of June 30, 2009.
| | Thomas L. | | Patrick P. | | John A. | | Anthony D. | | Lucinda S. | | Ann R. | | Thomas F. | | Janet L. | | J. Richard |
Fund | | Bennett | | Coyne | | Fry | | Knerr | | Landreth | | Leven | | Madison | | Yeomans | | Zecher |
Delaware Aggressive Allocation Portfolio1 | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware American Services Fund | | - | | - | | - | | - | | $10,001 - | | - | | - | | - | | - |
| | | | | | | | | | $50,000 | | | | | | | | |
Delaware Cash Reserve Fund | | - | | $50,001 - | | - | | Over | | $10,001 - | | - | | - | | - | | - |
| | | | $100,000 | | | | $100,000 | | $50,000 | | | | | | | | |
Delaware Conservative Allocation Portfolio2 | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Core Plus Bond Fund | | - | | $10,001 - | | - | | - | | - | | - | | - | | - | | - |
| | | | $50,000 | | | | | | | | | | | | | | |
Delaware Corporate Bond Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Diversified Income Fund | | - | | $10,001 - | | - | | - | | $10,001 - | | - | | - | | - | | - |
| | | | $50,000 | | | | | | $50,000 | | | | | | | | |
Delaware Dividend Income Fund | | - | | - | | - | | - | | - | | $10,001 - | | $1 - | | - | | - |
| | | | | | | | | | | | $50,000 | | $10,000 | | | | |
Delaware Emerging Markets Fund | | - | | - | | - | | - | | - | | - | | $1 - | | $10,001 - | | - |
| | | | | | | | | | | | | | $10,000 | | $50,000 | | |
Delaware Extended Duration Bond Fund | | - | | $10,001 - | | - | | - | | - | | - | | - | | - | | - |
| | | | $50,000 | | | | | | | | | | | | | | |
Delaware Focus Global Growth Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Foundation®Equity Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Global Real Estate Securities Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
D-1
| | Thomas L. | | Patrick P. | | John A. | | Anthony D. | | Lucinda S. | | Ann R. | | Thomas F. | | Janet L. | | J. Richard |
Fund | | Bennett | | Coyne | | Fry | | Knerr | | Landreth | | Leven | | Madison | | Yeomans | | Zecher |
Delaware Global Value Fund | | - | | - | | - | | - | | $1 - | | - | | - | | - | | - |
| | | | | | | | | | $10,000 | | | | | | | | |
Delaware Growth Opportunities Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Healthcare Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware High-Yield Opportunities Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Inflation Protected Bond Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware International Value Equity Fund | | - | | $50,001 - | | - | | - | | - | | $10,001 - | | $1 - | | - | | - |
| | | | $100,000 | | | | | | | | $50,000 | | $10,000 | | | | |
Delaware Large Cap Core Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Large Cap Value Fund | | $10,001 - | | $50,001 - | | Over | | - | | $10,001 - | | $50,001 - | | $1 - | | - | | - |
| | $50,000 | | $100,000 | | $100,000 | | | | $50,000 | | $100,000 | | $10,000 | | | | |
Delaware Limited-Term Diversified Income Fund | | - | | Over | | - | | - | | - | | - | | - | | - | | - |
| | | | $100,000 | | | | | | | | | | | | | | |
Delaware Mid Cap Value Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Minnesota High-Yield Municipal Bond Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Moderate Allocation Portfolio3 | | - | | $10,001 - | | - | | - | | - | | - | | $1 - | | - | | - |
| | | | $50,000 | | | | | | | | | | $10,000 | | | | |
Delaware National High-Yield Municipal Bond Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware REIT Fund | | - | | $10,001 - | | $1 - | | - | | - | | - | | $1 - | | - | | - |
(also known as The Real Estate Investment Trust Portfolio) | | | | $50,000 | | $10,000 | | | | | | | | $10,000 | | | | |
Delaware Select Growth Fund | | - | | - | | - | | $10,001 - | | - | | $10,001 - | | $1 - | | $10,001 - | | - |
| | | | | | | | $50,000 | | | | $50,000 | | $10,000 | | $50,000 | | |
Delaware Small Cap Core Fund | | - | | - | | - | | - | | $10,001 - | | - | | - | | - | | - |
| | | | | | | | | | $50,000 | | | | | | | | |
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| | Thomas L. | | Patrick P. | | John A. | | Anthony D. | | Lucinda S. | | Ann R. | | Thomas F. | | Janet L. | | J. Richard |
Fund | | Bennett | | Coyne | | Fry | | Knerr | | Landreth | | Leven | | Madison | | Yeomans | | Zecher |
Delaware Small Cap Growth Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Small Cap Value Fund | | - | | $50,001 - | | $1 - | | $1 - $10,000 | | - | | $10,001 - | | - | | - | | - |
| | | | $100,000 | | $10,000 | | | | | | $50,000 | | | | | | |
Delaware Tax-Free Arizona Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free California Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free Colorado Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free Idaho Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free Minnesota Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free Minnesota Intermediate Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free Money Fund | | - | | Over | | - | | - | | - | | - | | - | | - | | - |
| | | | $100,000 | | | | | | | | | | | | | | |
Delaware Tax-Free New York Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free Pennsylvania Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free USA Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Tax-Free USA Intermediate Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Trend®Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware U.S. Growth Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Delaware Value®Fund | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Aggregate dollar range of shares of the | | $10,001 - | | Over | | Over | | Over | | Over | | Over | | $10,001 - | | Over | | $10,001 - |
Delaware Investments® Family of Funds: | | $50,000 | | $100,000 | | $100,000 | | $100,000 | | $100,000 | | $100,000 | | $50,000 | | $100,000 | | $50,000 |
____________________
1 | On October 21, 2009, the name will be changed to Delaware Foundation®Growth Allocation Fund. |
|
2 | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. |
|
3 | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. |
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APPENDIX E —TRUSTEECOMPENSATION
Thefollowing tabledescribes theaggregatecompensationreceived by theIndependentTrustees from each Trust and the totalcompensationreceived from theDelawareInvestments®Funds for which he or she served as aTrustee for the 12-month period ended June 30, 2009. Only theIndependentTrusteesreceivedcompensation from the Trust.
| | Thomas L. | | John A. | | Anthony D. | | Lucinda S. | | Ann R. | | Thomas F. | | Janet L. | | J. Richard |
Trust | | Bennett | | Fry | | Knerr | | Landreth | | Leven | | Madison | | Yeomans | | Zecher |
Delaware Group®Adviser Funds | | $39,430 | | $33,839 | | $37,907 | | $34,772 | | $44,904 | | $38,304 | | $33,159 | | $35,323 |
Delaware Group Cash Reserve | | $4,600 | | $3,950 | | $4,426 | | $4,064 | | $5,246 | | $4,473 | | $3,876 | | $4,122 |
Delaware Group Equity Funds I | | $1,409 | | $1,234 | | $1,063 | | $1,182 | | $1,101 | | $1,207 | | $1,061 | | $1,102 |
Delaware Group Equity Funds II | | $9,968 | | $8,569 | | $9,594 | | $8,838 | | $11,397 | | $9,748 | | $8,475 | | $8,957 |
Delaware Group Equity Funds III | | $5,289 | | $4,546 | | $5,075 | | $4,704 | | $6,047 | | $5,167 | | $4,524 | | $4,756 |
Delaware Group Equity Funds IV | | $2,155 | | $1,854 | | $2,073 | | $1,914 | | $2,465 | | $2,106 | | $1,836 | | $1,938 |
Delaware Group Equity Funds V | | $7,545 | | $6,482 | | $7,246 | | $6,696 | | $8,618 | | $7,368 | | $6,429 | | $6,776 |
Delaware Group Foundation Funds | | $1,644 | | $1,411 | | $1,592 | | $1,443 | | $1,877 | | $1,600 | | $1,369 | | $1,481 |
Delaware Group Global & International Funds | | $8,992 | | $7,728 | | $8,634 | | $7,995 | | $10,289 | | $8,805 | | $7,700 | | $8,091 |
Delaware Group Government Fund | | $2,144 | | $1,849 | | $2,070 | | $1,899 | | $2,452 | | $2,091 | | $1,810 | | $1,928 |
Delaware Group Income Funds | | $9,618 | | $8,235 | | $9,230 | | $8,457 | | $10,932 | | $9,337 | | $8,073 | | $8,604 |
Delaware Group Limited-Term Government Funds | | $3,235 | | $2,794 | | $3,145 | | $2,852 | | $3,708 | | $3,157 | | $2,699 | | $2,918 |
Delaware Group State Tax-Free Income Trust | | $4,619 | | $3,957 | | $4,431 | | $4,067 | | $5,250 | | $4,477 | | $3,877 | | $4,129 |
Delaware Group Tax-Free Fund | | $9,079 | | $7,780 | | $8,719 | | $7,987 | | $10,323 | | $8,805 | | $7,610 | | $8,118 |
Delaware Group Tax-Free Money Fund | | $164 | | $139 | | $156 | | $143 | | $184 | | $157 | | $136 | | $145 |
Delaware Pooled®Trust | | $29,434 | | $25,305 | | $28,273 | | $26,154 | | $33,638 | | $28,771 | | $25,133 | | $26,450 |
Voyageur Insured Funds | | $1,198 | | $1,027 | | $1,150 | | $1,056 | | $1,363 | | $1,162 | | $1,008 | | $1,072 |
Voyageur Intermediate Tax Free Funds | | $663 | | $569 | | $638 | | $583 | | $754 | | $643 | | $555 | | $593 |
Voyageur Mutual Funds | | $3,731 | | $3,201 | | $3,582 | | $3,289 | | $4,244 | | $3,619 | | $3,137 | | $3,338 |
Voyageur Mutual Funds II | | $2,205 | | $1,889 | | $2,115 | | $1,941 | | $2,506 | | $2,137 | | $1,851 | | $1,971 |
Voyageur Mutual Funds III | | $1,834 | | $1,581 | | $1,771 | | $1,631 | | $2,104 | | $1,798 | | $1,563 | | $1,654 |
Voyageur Tax Free Funds | | $5,549 | | $4,759 | | $5,330 | | $4,890 | | $6,314 | | $5,383 | | $4,660 | | $4,965 |
TOTAL – 12-month period ended June 30, 2009 | | $195,000 | | $167,500 | | $187,500 | | $172,500 | | $222,500 | | $190,000 | | $165,000 | | $175,000 |
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APPENDIX F — PRINCIPAL OFFICERS OF THE TRUSTS
| | | | | | | | Number of | | |
| | | | | | | | Portfolios | | |
| | | | | | Principal | | in Fund | | Other |
| | Position(s) | | | | Occupation(s) | | Complex | | Directorships |
Name, Address, | | Held with | | Length of | | During Past | | Overseen | | Held by |
and Birth Date | | the Trusts | | Time Served | | 5 Years | | by Officer | | Officer |
Patrick P. Coyne | | Chairman, | | Chairman and | | Patrick P. Coyne | | 81 | | Director — Kaydon |
2005 Market Street | | President, | | Trustee since | | has served in | | | | Corp. |
Philadelphia, PA | | Chief | | August 16, | | various executive | | | | |
19103 | | Executive | | 2006 | | capacities at | | | | |
| | Officer, and | | | | different times | | | | |
April 1963 | | Trustee | | President | | at Delaware | | | | |
| | | | and Chief | | Investments.1 | | | | |
| | | | Executive | | | | | | |
| | | | Officer since | | | | | | |
| | | | August 1, | | | | | | |
| | | | 2006 | | | | | | |
|
David P. O’Connor | | Senior Vice | | Senior Vice | | David P. | | 81 | | None2 |
2005 Market Street | | President, | | President, | | O’Connor has | | | | |
Philadelphia, PA | | General | | General | | served in various | | | | |
19103 | | Counsel, and | | Counsel, and | | executive and | | | | |
| | Chief Legal | | Chief Legal | | legal capacities | | | | |
February 1966 | | Officer | | Officer since | | at different times | | | | |
| | | | October 2005 | | at Delaware | | | | |
| | | | | | Investments. | | | | |
|
Richard Salus | | Senior Vice | | Chief | | Richard Salus | | 81 | | None2 |
2005 Market Street | | President | | Financial | | has served in | | | | |
Philadelphia, PA | | and Chief | | Officer since | | various executive | | | | |
19103 | | Financial | | November | | capacities at | | | | |
| | Officer | | 2006 | | different times | | | | |
October 1963 | | | | | | at Delaware | | | | |
| | | | | | Investments. | | | | |
|
David F. Connor | | Vice | | Vice President | | David F. Connor | | 81 | | None2 |
2005 Market Street | | President, | | since | | has served as | | | | |
Philadelphia, PA | | Deputy | | September | | Vice President | | | | |
19103 | | General | | 2000 and | | and Deputy | | | | |
| | Counsel, and | | Secretary | | General Counsel | | | | |
December 1963 | | Secretary | | since October | | at Delaware | | | | |
| | | | 2005 | | Investments since | | | | |
| | | | | | 2000. | | | | |
|
Daniel V. Geatens | | Vice | | Treasurer | | Daniel V. Geatens | | 81 | | None2 |
2005 Market Street | | President and | | since October | | has served in | | | | |
Philadelphia, PA | | Treasurer | | 2007 | | various capacities | | | | |
19103 | | | | | | at different times | | | | |
| | | | | | at Delaware | | | | |
October 1972 | | | | | | Investments. | | | | |
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____________________
1 | | Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Funds’ investment adviser, principal underwriter, and transfer agent. |
|
2 | | David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in capacities for the six portfolios of the Optimum Fund Trust that are virtually identical to the capacities in which they serve for the Funds, as set forth above. The Optimum Fund Trust has the same investment adviser, principal underwriter, and transfer agent as the Funds. |
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APPENDIX G — AUDITOR INFORMATION
The following table shows, for each Trust:
Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by E&Y for the audit of the Trust’s annual financial statements and for review of the financial statements included in the Trust’s annual reports or for services that normally are provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years.
Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by E&Y for tax compliance, tax advice and tax planning.
Affiliate Audit-Related Fees. The aggregate fees billed by E&Y for services relating to the performance of the audit of the financial statements of DMC and other service providers under common control with DMC and that relate directly to the operations or financial reporting of the Trusts.
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by E&Y for services rendered to the Trusts and to DMC and other service providers under common control with DMC.
| | | | | | Affiliate | | Aggregate |
| | Audit | | Tax | | Audit- | | Non- |
Trust | | Fees | | Fees | | Related Fees | | Audit Fees |
Delaware Group®Adviser Funds | | | | | | | | |
10/31/08 | | $174,400 | | $72,465 | | $19,074 | | $324,467 |
10/31/07 | | $117,000 | | $46,900 | | $19,074 | | $301,262 |
Delaware Group Cash Reserve | | | | | | | | |
3/31/09 | | $27,000 | | $9,150 | | $19,074 | | $261,152 |
3/31/08 | | $23,800 | | $8,650 | | $19,074 | | $263,012 |
Delaware Group Equity Funds I | | | | | | | | |
10/31/08 | | $25,700 | | $6,300 | | $19,074 | | $258,302 |
10/31/07 | | $17,100 | | $5,350 | | $19,074 | | $259,712 |
Delaware Group Equity Funds II | | | | | | | | |
11/30/08 | | $91,800 | | $34,300 | | $19,074 | | $288,302 |
11/30/07 | | $86,100 | | $35,600 | | $19,074 | | $289,962 |
Delaware Group Equity Funds III | | | | | | | | |
6/30/09 | | $49,100 | | $14,950 | | $19,074 | | $264,064 |
6/30/08 | | $64,700 | | $20,550 | | $19,074 | | $274,912 |
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| | | | | | Affiliate | | Aggregate |
| | Audit | | Tax | | Audit- | | Non- |
Trust | | Fees | | Fees | | Related Fees | | Audit Fees |
Delaware Group® Equity Funds IV | | | | | | | | |
9/30/08 | | $40,900 | | $10,350 | | $19,074 | | $262,352 |
9/30/07 | | $40,500 | | $13,800 | | $19,074 | | $268,162 |
Delaware Group Equity Funds V | | | | | | | | |
11/30/08 | | $93,200 | | $32,650 | | $19,074 | | $286,652 |
11/30/07 | | $89,800 | | $34,650 | | $19,074 | | $289,012 |
Delaware Group Foundation Funds | | | | | | | | |
9/30/08 | | $49,000 | | $14,380 | | $19,074 | | $266,382 |
9/30/07 | | $32,700 | | $7,250 | | $19,074 | | $261,612 |
Delaware Group Global & International Funds | | | | | | | | |
11/30/08 | | $94,100 | | $44,490 | | $19,074 | | $298,492 |
11/30/07 | | $96,400 | | $47,485 | | $19,074 | | $301,847 |
Delaware Group Government Fund | | | | | | | | |
7/31/09 | | $26,600 | | $6,700 | | $19,074 | | $258,702 |
7/31/08 | | $23,600 | | $5,700 | | $19,074 | | $260,062 |
Delaware Group Income Funds | | | | | | | | |
7/31/08 | | $80,700 | | $25,000 | | $19,074 | | $277,002 |
7/31/07 | | $79,200 | | $26,700 | | $19,074 | | $281,062 |
Delaware Group Limited-Term Government Funds | | | | | | | | |
12/31/08 | | $17,200 | | $4,950 | | $19,074 | | $258,952 |
12/31/07 | | $15,900 | | $4,750 | | $19,074 | | $259,112 |
Delaware Group State Tax-Free Income Trust | | | | | | | | |
2/28/09 | | $28,000 | | $9,550 | | $19,074 | | $261,552 |
2/29/08 | | $26,900 | | $10,050 | | $19,074 | | $264,412 |
Delaware Group Tax-Free Fund | | | | | | | | |
8/31/08 | | $54,600 | | $18,500 | | $19,074 | | $270,502 |
8/31/07 | | $62,400 | | $22,200 | | $13,400 | | $270,888 |
Delaware Group Tax-Free Money Fund | | | | | | | | |
4/30/09 | | $9,900 | | $1,950 | | $19,074 | | $253,952 |
4/30/08 | | $10,000 | | $1,950 | | $19,074 | | $256,312 |
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| | | | | | Affiliate | | Aggregate |
| | Audit | | Tax | | Audit- | | Non- |
Trust | | Fees | | Fees | | Related Fees | | Audit Fees |
Delaware Pooled®Trust | | | | | | | | |
10/31/08 | | $372,800 | | $147,505 | | $19,074 | | $399,507 |
10/31/07 | | $368,500 | | $129,520 | | $19,074 | | $383,882 |
Voyageur Insured Funds | | | | | | | | |
8/31/08 | | $14,300 | | $3,750 | | $19,074 | | $255,752 |
8/31/07 | | $14,000 | | $3,950 | | $13,400 | | $252,638 |
Voyageur Intermediate Tax Free Funds | | | | | | | | |
8/31/08 | | $11,500 | | $2,550 | | $19,074 | | $254,552 |
8/31/07 | | $11,000 | | $2,450 | | $13,400 | | $251,138 |
Voyageur Mutual Funds | | | | | | | | |
8/31/08 | | $61,700 | | $14,650 | | $19,074 | | $266,652 |
8/31/07 | | $60,200 | | $14,850 | | $13,400 | | $263,538 |
Voyageur Mutual Funds II | | | | | | | | |
8/31/08 | | $18,200 | | $5,450 | | $19,074 | | $257,452 |
8/31/07 | | $17,900 | | $5,750 | | $13,400 | | $254,438 |
Voyageur Mutual Funds III | | | | | | | | |
4/30/09 | | $29,400 | | $7,900 | | $19,074 | | $259,902 |
4/30/08 | | $30,600 | | $9,000 | | $19,074 | | $263,362 |
Voyageur Tax Free Funds | | | | | | | | |
8/31/08 | | $31,300 | | $10,950 | | $19,074 | | $262,952 |
8/31/07 | | $45,700 | | $14,650 | | $13,400 | | $263,338 |
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APPENDIX H — PRE-APPROVAL POLICIES AND PROCEDURES
The Trust’s Audit Committee has adopted Pre-Approval Policies and Procedures, which are set forth below.
AUDIT COMMITTEE OF 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.
H-1
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Audit Committee (i.e., whether listed on Annex I-A or specifically approved in accordance with Section IV).
B.Fund-related services provided to Adviser entities.
The engagement of the Auditors to provide non-audit services to the Funds’ investment advisers, or to any control affiliates of such investment advisers, that relate directly to the Funds’ operations or financial reporting (referred to herein as “Fund-Related Adviser Services”) shall be approved by the Funds’ Audit Committee prior to the commencement of any such engagement. For purposes of these Procedures, the term “control affiliate” means any entity controlling, controlled by, or under common control with a Fund’s investment adviser that provides ongoing services to a Fund, and the term “investment adviser” is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by a Fund’s investment adviser. Attached as Annex II is a list of parties deemed to be either an investment adviser to a Fund or a control affiliate of any such investment adviser (collectively referred to herein as “Adviser entities”) for purposes of these Procedures.
The engagement of the Auditors to provide the Fund-Related Adviser Services listed on Annex I-B, which include services customarily required by one or more Adviser entities in the ordinary course of their operations, is hereby approved by the Audit Committee.
The engagement of the Auditors to provide any other Fund-Related Adviser Services shall require prior approval by the Audit Committee and/or by the Chairperson or another member of the Audit Committee in accordance with Section IV of these Procedures.
The Auditors shall report to the Audit Committee at each of its regular meetings regarding all Fund-Related Adviser Services initiated since the last such report was rendered, including a general description of the services and projected fees, and the means by which such Fund-Related Adviser Services were approved by the Audit Committee (i.e., whether listed on Annex I-B or specifically approved in accordance with Section IV).
C.Certain other services provided to Adviser entities.
The Audit Committee recognizes that there are cases where services proposed to be provided by the Auditors to Adviser entities are not Fund-Related Adviser Services within the meaning of these Procedures, but nonetheless may be relevant to
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the Committee’s ongoing evaluation of the Auditors’ independence and objectivity with respect to their audit services to the Funds. As a result, in all cases where an Adviser entity engages the Auditors to provide non-audit services that are not Fund Services or Fund-Related Adviser Services and the projected fees for such engagement exceed $25,000, the Auditors will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services to be provided, the entity that is to be the recipient of such services and the projected fees.
III.Internal Controls
The Audit Committee expects the Auditors to implement and maintain effective internal controls to: (A) monitor the Auditors’ independence; (B) prevent the Auditors from providing any impermissible non-audit services to the Funds; (C) prevent the Auditors from providing any Fund Services or Fund-Related Adviser Services without first obtaining assurances that any pre-approval required by these Procedures has been obtained; and (D) tabulate and calculate its fees that are required to be disclosed annually in compliance with Independence Standards Board No. 1.
The Audit Committee also expects Delaware Management Company (“DMC”) to develop, implement and maintain effective internal controls with respect to (B) and (C) above.
IV.Pre-Approval Process
Pre-approval procedures for the engagement of the Auditors to provide any Fund Services not listed on Annex I-A to these Procedures or any Fund-Related Adviser Services not listed Annex I-B to these Procedures shall be as follows:
- a brief written request shall be prepared detailing the proposed engagement with explanation as to why the work is proposed to be performed by the Auditors (e.g., particular expertise, timing, etc.);
- 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
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the Audit Committee. The Chairperson of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chairperson’s discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal. Should the Chairperson of the Audit Committee be unavailable, any other member of the Audit Committee may serve as an alternate for the purpose of approving or denying the request.
V.Scope of Procedures
These Procedures shall apply to both direct and indirect engagements of the Auditors. Indirect engagements are situations where the Auditors are engaged by a service provider to a Fund or Adviser entity at an Adviser entity’s explicit or implicit direction or recommendation (e.g., the engagement of the Auditors by counsel to an Adviser entity to provide services relating to a Fund or Adviser entity).
VI.Periodic Certification by Auditors
In connection with each regular Audit Committee meeting, the Auditors shall certify in writing to the Audit Committee that they have complied with all provisions of these Procedures.
VII.Amendments; Annual Approval by Audit Committee
These Procedures may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the Auditors and DMC. These Procedures shall be reviewed and approved at least annually by the Audit Committee. Each approval of these Procedures shall be deemed to constitute a new prospective approval of those services listed above as of the date of such approval.
Initially Approved: December 15, 2005Last Approved: November 20, 2008
ANNEX I-A - PRE-APPROVED FUND SERVICES
Service | | Range of Fees |
Audit Services | | |
Statutory audits or financial audits for new Funds | | up to $25,000 per Fund |
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Service | | Range of Fees |
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 |
H-5
Service | | Range of Fees |
U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) | | up to $5,000 per Fund |
Review of federal, state, local and international income, franchise and other tax returns | | up to $5,000 per Fund |
ANNEX I-B - PRE-APPROVED FUND-RELATED ADVISER SERVICES
Service | | Range of Fees |
Non-Audit Services | | |
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters | | up to $10,000 in the aggregate |
ANNEX II - ADVISER ENTITIES
Delaware Management Business Trust; Delaware Distributors, L.P.; Lincoln Financial Distributors, Inc.; Delaware Service Company, Inc.; Retirement Financial Services, Inc.
H-6
APPENDIX I — FORM OF NEW INVESTMENT ADVISORY AGREEMENTS
AGREEMENT, made by and between[NAME OF INVESTMENT COMPANY], a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Investment Manager”).
WITNESSETH:
WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities;
WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of providing investment management services; and
WHEREAS, the Trust, on behalf of each Fund, and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provide investment management services to each Fund.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. The Trust hereby employs the Investment Manager to manage the investment and reinvestment of each Fund’s assets and to administer its affairs, subject to the direction of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent of the Trust or the Funds. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Fund’s investments as the Investment
I-1
Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities.
2. The Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting, and financial administration fees; taxes; federal and state registration fees; and other costs and expenses approved by the Board of Trustees. Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family of funds (including the Trust). Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares.
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(b)Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Manager may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager exercises investment discretion.
4. As compensation for the investment services to be rendered to a particularFund by the Investment Manager under the provisions of this Agreement, the Trust shall pay monthly to the Investment Manager exclusively from that Fund’s assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto.
If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.
5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Trust under the provisions of this Agreement are not to be deemed to be exclusive. The Investment Manager, its trustees, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment
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companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust or to any other investment company, corporation, association, firm or individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.
7. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the Trust’s investment adviser, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates may have the right permanently to adopt and to use the words “Delaware,” “Delaware Investments” or “Delaware Group” in their names and in the names of any series or class of shares of such funds.
8. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Trust, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise.
9. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular Fund as of the effective date set forth in Exhibit A for that Fund, only if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of that Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
(b)This Agreement (and Exhibit A hereto) may be amended without the approval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Trust, on behalf of the applicable Fund, and the Investment Manager.
(c)This Agreement may be terminated as to any Fund by the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the Investment Manager of the Trust’s intention to do so, pursuant to action by the Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securities
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of the affected Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice to the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment.
10. This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto.
11. For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning ascribed to them in the 1940 Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the ___ day of _________, ____.
DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust |
[NAME OF INVESTMENT COMPANY] on behalf of the Funds listed on Exhibit A |
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EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement betweenDELAWARE [TRUST NAME] andDELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the “Investment Manager”), entered into as of the ___ day of __________, _____ (the “Agreement”) lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.
Fund Name (Trust Name) | | Effective Date | | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
Delaware Diversified Income Fund | | _______, 200__ | | 0.55% on first $500 million |
(Delaware Group Adviser Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware U.S. Growth Fund | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Adviser Funds) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware Cash Reserve Fund | | _______, 200__ | | 0.45% on first $500 million |
(Delaware Group Cash Reserve) | | | | 0.40% on next $500 million |
| | | | 0.35% on next $1.5 billion |
| | | | 0.30% on assets in excess of $2.5 billion |
Delaware Mid Cap Value Fund | | _______, 200__ | | 0.75% on first $500 million |
(Delaware Group Equity Funds I) | | | | 0.70% on next $500 million |
| | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
Delaware Large Cap Value Fund | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Equity Funds II) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
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Fund Name (Trust Name) | | Effective Date | | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
Delaware Value Fund | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Equity Funds II) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware American Services Fund | | _______, 200__ | | 0.75% on first $500 million |
(Delaware Group Equity Funds III) | | | | 0.70% on next $500 million |
| | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
| | | | |
Delaware Small Cap Growth Fund | | _______, 200__ | | 1.00% on first $250 million |
(Delaware Group Equity Funds III) | | | | 0.90% on next $250 million |
| | | | 0.75% on assets in excess of $500 million |
Delaware Trend Fund | | _______, 200__ | | 0.75% on first $500 million |
(Delaware Group Equity Funds III) | | | | 0.70% on next $500 million |
| | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
Delaware Global Real Estate Securities Fund | | _______, 200__ | | 0.99% on first $100 million |
(Delaware Group Equity Funds IV) | | | | 0.90% on next $150 million |
| | | | 0.80% on assets in excess of $250 million |
Delaware Growth Opportunities Fund | | _______, 200__ | | 0.75% on first $500 million |
(Delaware Group Equity Funds IV) | | | | 0.70% on next $500 million |
| | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
Delaware Healthcare Fund | | _______, 200__ | | 0.85% on first $500 million |
(Delaware Group Equity Funds IV) | | | | 0.80% on next $500 million |
| | | | 0.75% on next $1.5 billion |
| | | | 0.70% on assets in excess of $2.5 billion |
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Fund Name (Trust Name) | | Effective Date | | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
Delaware Dividend Income Fund | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Equity Funds V) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware Small Cap Core Fund | | _______, 200__ | | 0.75% on first $500 million |
(Delaware Group Equity Funds V) | | | | 0.70% on next $500 million |
| | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
Delaware Small Cap Value Fund | | _______, 200__ | | 0.75% on first $500 million |
(Delaware Group Equity Funds V) | | | | 0.70% on next $500 million |
| | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
Delaware Aggressive Allocation Portfolio | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Foundation Funds) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware Conservative Allocation Portfolio | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Foundation Funds) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware Foundation Equity Fund | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Foundation Funds) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware Moderate Allocation Portfolio | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Foundation Funds) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
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Fund Name (Trust Name) | | Effective Date | | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
Delaware Emerging Markets Fund | | _______, 200__ | | 1.25% on first $500 million |
(Delaware Group Global & International Funds) | | | | 1.20% on next $500 million |
| | | | 1.15% on next $1.5 billion |
| | | | 1.10% on assets in excess of $2.5 billion |
Delaware Focus Global Growth Fund | | _______, 200__ | | 0.85% on first $500 million |
(Delaware Group Global & International Funds) | | | | 0.80% on next $500 million |
| | | | 0.75% on next $1.5 billion |
| | | | 0.70% on assets in excess of $2.5 billion |
Delaware Global Value Fund | | _______, 200__ | | 0.85% on first $500 million |
(Delaware Group Global & International Funds) | | | | 0.80% on next $500 million |
| | | | 0.75% on next $1.5 billion |
| | | | 0.70% on assets in excess of $2.5 billion |
Delaware International Value Equity Fund | | _______, 200__ | | 0.85% on first $500 million |
(Delaware Group Global & International Funds) | | | | 0.80% on next $500 million |
| | | | 0.75% on next $1.5 billion |
| | | | 0.70% on assets in excess of $2.5 billion |
Delaware Core Plus Bond Fund | | _______, 200__ | | 0.55% on first $500 million |
(Delaware Group Government Fund) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Inflation Protected Bond Fund | | _______, 200__ | | 0.45% on first $500 million |
(Delaware Group Government Fund) | | | | 0.40% on next $500 million |
| | | | 0.35% on next $1.5 billion |
| | | | 0.30% on assets in excess of $2.5 billion |
Delaware Corporate Bond Fund | | _______, 200__ | | 0.50% on first $500 million |
(Delaware Group Income Funds) | | | | 0.475% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
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Fund Name (Trust Name) | | Effective Date | | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
Delaware Extended Duration Bond Fund | | _______, 200__ | | 0.55% on first $500 million |
(Delaware Group Income Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1,500 million |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware High-Yield Opportunities Fund | | _______, 200__ | | 0.65% on first $500 million |
(Delaware Group Income Funds) | | | | 0.60% on next $500 million |
| | | | 0.55% on next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware Limited-Term Diversified Income Fund | | _______, 200__ | | 0.50% on first $500 million |
(Delaware Group Limited-Term Government Funds) | | | | 0.475% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free Pennsylvania Fund | | _______, 200__ | | 0.55% on first $500 million |
(Delaware Group State Tax-Free Income Trust) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free USA Fund | | _______, 200__ | | 0.55% on first $500 million |
(Delaware Group Tax-Free Fund) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free USA Intermediate Fund | | _______, 200__ | | 0.50% on first $500 million |
(Delaware Group Tax-Free Fund) | | | | 0.475% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free Money Fund | | _______, 200__ | | 0.45% on first $500 million |
(Delaware Group Tax-Free Money Fund) | | | | 0.40% on next $500 million |
| | | | 0.35% on next $1.5 billion |
| | | | 0.30% on assets in excess of $2.5 billion |
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Fund Name (Trust Name) | | Effective Date | | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
Delaware REIT Fund | | _______, 200__ | | 0.75% on first $500 million |
(also known as The Real Estate Investment Trust Portfolio) | | | | 0.70% on next $500 million |
(Delaware Pooled Trust) | | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
Delaware Tax-Free Arizona Fund | | _______, 200__ | | 0.50% on first $500 million |
(Voyageur Insured Funds) | | | | 0.475% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free Minnesota Intermediate Fund | | _______, 200__ | | 0.50% on first $500 million |
(Voyageur Intermediate Tax Free Funds) | | | | 0.475% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 million |
Delaware Minnesota High-Yield Municipal Bond Fund | | _______, 200__ | | 0.55% on first $500 million |
(Voyageur Mutual Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware National High-Yield Municipal Bond Fund | | _______, 200__ | | 0.55% on first $500 million |
(Voyageur Mutual Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free California Fund | | _______, 200__ | | 0.55% on first $500 million |
(Voyageur Mutual Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free Idaho Fund | | _______, 200__ | | 0.55% on first $500 million |
(Voyageur Mutual Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
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Fund Name (Trust Name) | | Effective Date | | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
Delaware Tax-Free New York Fund | | _______, 200__ | | 0.55% on first $500 million |
(Voyageur Mutual Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Tax-Free Colorado Fund | | _______, 200__ | | 0.55% on first $500 million |
(Voyageur Mutual Funds II) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
Delaware Large Cap Core Fund | | _______, 200__ | | 0.65% on the first $500 million |
(Voyageur Mutual Funds III) | | | | 0.60% on the next $500 million |
| | | | 0.55% on the next $1.5 billion |
| | | | 0.50% on assets in excess of $2.5 billion |
Delaware Select Growth Fund | | _______, 200__ | | 0.75% on first $500 million |
(Voyageur Mutual Funds III) | | | | 0.70% on next $500 million |
| | | | 0.65% on next $1.5 billion |
| | | | 0.60% on assets in excess of $2.5 billion |
Delaware Tax-Free Minnesota Fund | | _______, 200__ | | 0.55% on first $500 million |
(Voyageur Tax Free Funds) | | | | 0.50% on next $500 million |
| | | | 0.45% on next $1.5 billion |
| | | | 0.425% on assets in excess of $2.5 billion |
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APPENDIX J — CURRENT INVESTMENT ADVISORY AGREEMENTS:
DATES OF APPROVALS
Fund (Trust) | | Date of Current Investment Advisory Agreement | | Date Last Approved by Shareholders* |
Delaware Diversified Income Fund (Delaware Group®Adviser Funds) | | June 28, 2002 | | June 28, 2002 |
Delaware U.S. Growth Fund (Delaware Group Adviser Funds) | | November 23, 1999 | | November 23, 1999 |
Delaware Cash Reserve Fund (Delaware Group Cash Reserve) | | December 15, 1999 | | December 15, 1999 |
Delaware Mid Cap Value Fund (Delaware Group Equity Funds I) | | January 30, 2008 | | January 30, 2008 |
Delaware Large Cap Value Fund (Delaware Group Equity Funds II) | | November 23, 1999 | | November 23, 1999 |
Delaware Value® Fund (Delaware Group Equity Funds II) | | November 23, 1999 | | November 23, 1999 |
Delaware American Services Fund (Delaware Group Equity Funds III) | | December 22, 1999 | | December 22, 1999 |
Delaware Small Cap Growth Fund (Delaware Group Equity Funds III) | | June 26, 2001 | | June 26, 2001 |
Delaware Trend® Fund (Delaware Group Equity Funds III) | | August 27, 1999 | | March 17, 1999 |
Delaware Global Real Estate Securities Fund (Delaware Group Equity Funds IV) | | September 28, 2007 | | September 28, 2007 |
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Fund (Trust) | | Date of Current Investment Advisory Agreement | | Date Last Approved by Shareholders* |
Delaware Growth Opportunities Fund (Delaware Group®Equity Funds IV) | | April 19, 2001 | | April 19, 2001 |
Delaware Healthcare Fund (Delaware Group Equity Funds IV) | | September 28, 2007 | | September 28, 2007 |
Delaware Dividend Income Fund (Delaware Group Equity Funds V) | | November 23, 1999 | | November 23, 1999 |
Delaware Small Cap Core Fund (Delaware Group Equity Funds V) | | November 23, 1999 | | November 23, 1999 |
Delaware Small Cap Value Fund (Delaware Group Equity Funds V) | | November 23, 1999 | | November 23, 1999 |
Delaware Aggressive Allocation Portfolio (Delaware Group Foundation Funds)1 | | September 17, 2008 | | March 17, 1999 |
Delaware Conservative Allocation Portfolio (Delaware Group Foundation Funds)2 | | September 17, 2008 | | March 17, 1999 |
Delaware Foundation® Equity Fund (Delaware Group Foundation Funds) | | May 21, 2009 | | May 21, 2009 |
Delaware Moderate Allocation Portfolio (Delaware Group Foundation Funds)3 | | September 17, 2008 | | March 17, 1999 |
Delaware Emerging Markets Fund (Delaware Group Global & International Funds) | | September 24, 2004 | | August 31, 2004 |
J-2
| | Date of Current | | |
| | Investment Advisory | | Date Last Approved by |
Fund (Trust) | | Agreement | | Shareholders* |
Delaware Focus Global Growth Fund | | December 29, 2008 | | December 29, 2008 |
(Delaware Group® Global & International Funds) | | | | |
Delaware Global Value Fund | | March 30, 2006 | | August 31, 2004 |
(Delaware Group Global & International Funds) | | | | |
Delaware International Value Equity Fund | | September 24, 2004 | | August 31, 2004 |
(Delaware Group Global & International Funds) | | | | |
Delaware Core Plus Bond Fund | | September 29, 1999 | | March 17, 1999 |
(Delaware Group Government Fund) | | | | |
Delaware Inflation Protected Bond Fund | | November 29, 2004 | | November 26, 2004 |
(Delaware Group Government Fund) | | | | |
Delaware Corporate Bond Fund | | September 29, 1999 | | September 29, 1999 |
(Delaware Group Income Funds) | | | | |
Delaware Extended Duration Bond Fund | | September 29, 1999 | | September 29, 1999 |
(Delaware Group Income Funds) | | | | |
Delaware High-Yield Opportunities Fund | | September 29, 1999 | | September 29, 1999 |
(Delaware Group Income Funds) | | | | |
Delaware Limited-Term Diversified Income Fund | | December 15, 1999 | | December 15, 1999 |
(Delaware Group Limited-Term Government Funds) | | | | |
Delaware Tax-Free Pennsylvania Fund | | May 1, 2000 | | May 1, 2000 |
(Delaware Group State Tax-Free Income Trust) | | | | |
J-3
| | Date of Current | | |
| | Investment Advisory | | Date Last Approved by |
Fund (Trust) | | Agreement | | Shareholders* |
Delaware Tax-Free USA Fund | | November 1, 1999 | | November 1, 1999 |
(Delaware Group®Tax-Free Fund) | | | | |
Delaware Tax-Free USA Intermediate Fund | | November 1, 1999 | | November 1, 1999 |
(Delaware Group Tax-Free Fund) | | | | |
Delaware Tax-Free Money Fund | | August 27, 1999 | | August 27, 1999 |
(Delaware Group Tax-Free Money Fund) | | | | |
The Real Estate Investment Trust Portfolio | | December 15, 1999 | | March 17, 1999 |
(also known as Delaware REIT Fund) (Delaware Pooled®Trust) | | | | |
Delaware Tax-Free Arizona Fund | | November 1, 1999 | | November 1, 1999 |
(Voyageur Insured Funds) | | | | |
Delaware Tax-Free Minnesota Intermediate Fund | | November 1, 1999 | | November 1, 1999 |
(Voyageur Intermediate Tax Free Funds) | | | | |
Delaware Minnesota High-Yield Municipal Bond Fund | | November 1, 1999 | | March 17, 1999 |
(Voyageur Mutual Funds) | | | | |
Delaware National High-Yield Municipal Bond Fund | | November 1, 1999 | | November 1, 1999 |
(Voyageur Mutual Funds) | | | | |
Delaware Tax-Free California Fund | | November 1, 1999 | | November 1, 1999 |
(Voyageur Mutual Funds) | | | | |
Delaware Tax-Free Idaho Fund | | November 1, 1999 | | November 1, 1999 |
(Voyageur Mutual Funds) | | | | |
J-4
| | Date of Current | | |
| | Investment Advisory | | Date Last Approved by |
Fund (Trust) | | Agreement | | Shareholders* |
Delaware Tax-Free New York Fund (Voyageur Mutual Funds) | | November 1, 1999 | | November 1, 1999 |
Delaware Tax-Free Colorado Fund (Voyageur Mutual Funds II) | | November 1, 1999 | | November 1, 1999 |
Delaware Large Cap Core Fund (Voyageur Mutual Funds III) | | August 31, 2006 | | August 31, 2006 |
Delaware Select Growth Fund (Voyageur Mutual Funds III) | | December 15, 1999 | | December 15, 1999 |
Delaware Tax-Free Minnesota Fund (Voyageur Tax Free Funds) | | November 1, 1999 | | November 1, 1999 |
____________________
1 | | On October 21, 2009, the name will be changed to Delaware Foundation® Growth Allocation Fund. |
|
2 | | On October 21, 2009, the name will be changed to Delaware Foundation Conservative Allocation Fund. |
|
3 | | On October 21, 2009, the name will be changed to Delaware Foundation Moderate Allocation Fund. |
| | |
* | | In general, each Current Investment Advisory Agreement was last approved by shareholders (or, to the extent applicable, the initial shareholder) of the relevant Fund either in connection with the initial approval of such agreement, in connection with a later amendment or redomestication requiring such approval, as part of a complex-wide shareholder meeting held in 1999, or as part of a shareholder meeting held in 2004 to vote on, among other things, the appointment of DMC as investment adviser to the Fund. |
Each Fund’s advisory fee under the New Investment Advisory Agreement and the Current Investment Advisory Agreement is identical. Exhibit A to Appendix I lists the advisory fees for each Fund.
J-5
APPENDIX K — FEES PAID TO DMC ANDAFFILIATES
Thefollowing table lists the Funds byinvestmentcategory, andincludes for the fiscal yearsindicated theaggregateamount of DMC’s fee paid by each Fundindicated and theamounts paid by each Fund toaffiliates of DMC during the fiscal year and for thepurposesindicated. All fees are shown net of anyapplicable waivers andreimbursements.
| | | | | | | | | | | | | | Transfer |
| | Fiscal Year | | Advisory Fees | | Administration Fees | | Distribution Fees | | Agency Fees |
Fund | | Ended | | ($) | | ($) | | ($) | | ($) |
EQUITY | | | | | | | | | | | | | | | |
Delaware Aggressive Allocation Portfolio | | 9/30/08 | | | 1,475 | | | 2,380 | | | 215,282 | | | 86,139 | |
Delaware American Services Fund | | 6/30/09 | | | 1,346,875 | | | 71,414 | | | 1,016,499 | | | 831,687 | |
Delaware Conservative Allocation Portfolio | | 9/30/08 | | | 15,724 | | | 2,222 | | | 147,491 | | | 18,751 | |
Delaware Dividend Income Fund | | 11/30/08 | | | 2,904,878 | | | 33,367 | | | 4,204,502 | | | 1,278,360 | |
Delaware Emerging Markets Fund | | 11/30/08 | | | 10,061,603 | | | 40,925 | | | 3,475,970 | | | 1,403,351 | |
Delaware Focus Global Growth Fund1 | | 11/30/08 | | | N/A | | | N/A | | | N/A | | | N/A | |
Delaware Foundation®Equity Fund1 | | 10/31/08 | | | N/A | | | N/A | | | N/A | | | N/A | |
Delaware Global Value Fund | | 11/30/08 | | | 477,200 | | | 4,015 | | | 447,088 | | | 252,427 | |
Delaware Growth Opportunities Fund | | 9/30/08 | | | 3,141,092 | | | 24,661 | | | 1,592,074 | | | 1,709,076 | |
Delaware Healthcare Fund | | 9/30/08 | | | (30,345 | ) | | 121 | | | - | | | 269 | |
Delaware International Value Equity Fund | | 11/30/08 | | | 5,845,743 | | | 38,948 | | | 2,303,609 | | | 1,553,386 | |
Delaware Large Cap Core Fund | | 4/30/09 | | | (257 | ) | | 85 | | | - | | | 231 | |
Delaware Large Cap Value Fund | | 11/30/08 | | | 5,949,985 | | | 49,455 | | | 3,135,809 | | | 1,900,663 | |
Delaware Mid Cap Value Fund | | 10/31/08 | | | (36,366 | ) | | 103 | | | 37 | | | 143 | |
Delaware Moderate Allocation Portfolio | | 9/30/08 | | | 32,834 | | | 2,614 | | | 213,510 | | | 55,166 | |
K-1
| | | | | | | | | | | | | | Transfer |
| | Fiscal Year | | Advisory Fees | | Administration Fees | | Distribution Fees | | Agency Fees |
Fund | | Ended | | ($) | | ($) | | ($) | | ($) |
Delaware Select Growth Fund | | 4/30/09 | | | 822,062 | | | 10,668 | | | 942,443 | | | 1,427,081 | |
Delaware Small Cap Core Fund | | 11/30/08 | | | 441,475 | | | 3,923 | | | 229,562 | | | 203,528 | |
Delaware Small Cap Growth Fund | | 6/30/09 | | | (10,211 | ) | | 559 | | | 63,447 | | | 71,843 | |
Delaware Small Cap Value Fund | | 11/30/08 | | | 3,412,713 | | | 23,590 | | | 2,009,720 | | | 1,350,774 | |
Delaware Trend®Fund | | 6/30/09 | | | N/A | | | 17,781 | | | 1,426,134 | | | 1,367,689 | |
Delaware U.S. Growth Fund | | 10/31/08 | | | 4,418,044 | | | 43,260 | | | 843,673 | | | 937,742 | |
Delaware Value®Fund | | 11/30/08 | | | 2,216,064 | | | 175,852 | | | 1,400,382 | | | 924,320 | |
REAL ESTATE | | | | | | | | | | | | | | | |
Delaware Global Real Estate Securities Fund | | 9/30/08 | | | (56,829 | ) | | 126 | | | - | | | 134 | |
Delaware REIT Fund (also known as The Real Estate Investment Trust Portfolio) | | 10/31/08 | | | 2,106,027 | | | 15,159 | | | 976,866 | | | 1,057,506 | |
FIXED INCOME TAXABLE | | | | | | | | | | | | | | | |
Delaware Core Plus Bond Fund | | 7/31/08 | | | 378,075 | | | 12,530 | | | 294,515 | | | 163,769 | |
Delaware Corporate Bond Fund | | 7/31/08 | | | 2,192,286 | | | 65,520 | | | 1,701,318 | | | 836,390 | |
Delaware Diversified Income Fund | | 10/31/08 | | | 14,912,383 | | | 159,256 | | | 13,466,559 | | | 3,480,627 | |
Delaware Extended Duration Bond Fund | | 7/31/08 | | | 733,052 | | | 29,162 | | | 730,900 | | | 578,387 | |
Delaware High-Yield Opportunities Fund | | 7/31/08 | | | 793,631 | | | 18,588 | | | 680,157 | | | 294,012 | |
Delaware Inflation Protected Bond Fund | | 7/31/08 | | | 207,493 | | | 6,770 | | | 64,555 | | | 22,691 | |
Delaware Limited-Term Diversified Income Fund | | 12/31/08 | | | 897,830 | | | 12,087 | | | 638,764 | | | 363,217 | |
K-2
| | | | | | | | | | | | | | Transfer |
| | Fiscal Year | | Advisory Fees | | Administration Fees | | Distribution Fees | | Agency Fees |
Fund | | Ended | | ($) | | ($) | | ($) | | ($) |
FIXED INCOME TAX EXEMPT | | | | | | | | | | | | | | | |
Delaware Minnesota High-Yield Municipal Bond Fund | | 8/31/08 | | | 695,090 | | | 11,502 | | | 621,530 | | | 90,277 | |
Delaware National High-Yield Municipal Bond Fund | | 8/31/08 | | | 313,283 | | | 5,946 | | | 263,703 | | | 52,373 | |
Delaware Tax-Free Arizona Fund | | 8/31/08 | | | 483,562 | | | 11,292 | | | 499,209 | | | 59,338 | |
Delaware Tax-Free California Fund | | 8/31/08 | | | 434,758 | | | 7,605 | | | 402,450 | | | 41,824 | |
Delaware Tax-Free Colorado Fund | | 8/31/08 | | | 1,374,394 | | | 20,604 | | | 750,906 | | | 128,035 | |
Delaware Tax-Free Idaho Fund | | 8/31/08 | | | 385,385 | | | 6,910 | | | 344,475 | | | 40,265 | |
Delaware Tax-Free Minnesota Fund | | 8/31/08 | | | 3,340,865 | | | 48,918 | | | 1,850,281 | | | 298,962 | |
Delaware Tax-Free Minnesota Intermediate Fund | | 8/31/08 | | | 233,696 | | | 4,531 | | | 147,019 | | | 34,723 | |
Delaware Tax-Free Money Fund | | 4/30/09 | | | (13,812 | ) | | 878 | | | - | | | 13,919 | |
Delaware Tax-Free New York Fund | | 8/31/08 | | | 59,322 | | | 1,496 | | | 76,712 | | | 14,095 | |
Delaware Tax-Free Pennsylvania Fund | | 2/28/09 | | | 2,646,922 | | | 25,159 | | | 1,304,013 | | | 280,994 | |
Delaware Tax-Free USA Fund | | 8/31/08 | | | 3,038,078 | | | 55,881 | | | 1,857,104 | | | 419,011 | |
Delaware Tax-Free USA Intermediate Fund | | 8/31/08 | | | 1,455,004 | | | 29,234 | | | 819,000 | | | 389,646 | |
MONEY MARKET | | | | | | | | | | | | | | | |
Delaware Cash Reserve Fund | | 3/31/09 | | | 2,090,836 | | | 25,006 | | | 201,131 | | | 549,206 | |
____________________
1 | | The Fund had not commenced operations and thus had no fees paid for the period noted. |
K -3
APPENDIX L —OTHERFUNDSADVISED BY DMC
DMCprovidesinvestmentadvisoryservices to otherregistered funds that haveinvestmentobjectives similar to those of the Funds. For each such fund, thefollowing table sets forth byinvestmentcategory the fund’s name, the fund’s net assets as of July 31, 2009, the rate of DMC’scompensation, andwhether DMC haswaived,reduced, orotherwise agreed to reduce itscompensation under theapplicablecontract. For fundssubadvised by DMC, the net assets shown are only the portion of the fund’s assets that are under themanagement of DMC.
| | Fund Net Assets | | Management Fee Schedule | | |
| | (as of 7/31/09) | | (as a percentage of average daily | | Waiver |
Fund | | ($) | | net assets) Annual Rate | | (Y/N) |
EQUITY | | | | | | | |
Delaware Enhanced Global Dividend and Income Fund | | 143,626,698 | | | 1.00% | | N |
Delaware Investments Dividend and Income Fund, Inc. | | 59,683,630 | | | 0.55% | | N |
Delaware Investments Global Dividend and Income Fund, Inc. | | 31,563,148 | | | 0.70% | | N |
The Emerging Markets Portfolio1 | | 608,767,439 | | | 1.00% | | N |
The Focus Smid-Cap Growth Equity Portfolio1 | | 2,800,870 | | | 0.75% | | Y |
The International Equity Portfolio1 | | 901,424,861 | | | 0.75% | | N |
The Labor Select International Equity Portfolio1 | | 747,573,551 | | | 0.75% | | N |
The Large-Cap Growth Equity Portfolio1 | | 245,411,670 | | | 0.55% | | Y |
The Large-Cap Value Equity Portfolio1 | | 9,686,377 | | | 0.55% | | Y |
The Mid-Cap Growth Equity Portfolio1 | | 4,065,931 | | | 0.75% | | Y |
The Select 20 Portfolio1 | | 9,816,096 | | | 0.75% | | Y |
The Small-Cap Growth Equity Portfolio1 | | 507,668 | | | 0.75% | | Y |
L-1
| | Fund Net Assets | | Management Fee Schedule | | |
| | (as of 7/31/09) | | (as a percentage of average daily | | Waiver |
Fund | | ($) | | net assets) Annual Rate | | (Y/N) |
Delaware VIP® Emerging Markets Series | | 442,609,293 | | | 1.25% on first $500 million | | N |
| | | 1.20% on next $500 million | |
| | | 1.15% on next $1.5 billion | |
| | | 1.10% on assets in excess of $2.5 billion | |
Delaware VIP Growth Opportunities Series | | 24,047,567 | | | 0.75% on first $500 million | | N |
| | | 0.70% on next $500 million | |
| | | 0.65% on next $1.5 billion | |
| | | 0.60% on assets in excess of $2.5 billion | |
Delaware VIP International Value Equity Series | | 97,145,078 | | | 0.85% on the first $500 million | | Y |
| | | 0.80% on the next $500 million | |
| | | 0.75% on the next $1.5 billion | |
| | | 0.70% on assets in excess of $2.5 billion | |
Delaware VIP Small Cap Value Series | | 691,218,393 | | | 0.75% on first $500 million | | N |
| | | 0.70% on next $500 million | |
| | | 0.65% on next $1.5 billion | |
| | | 0.60% on assets in excess of $2.5 billion | |
Delaware VIP Trend Series | | 281,638,575 | | | 0.75% on first $500 million | | N |
| | | 0.70% on next $500 million | |
| | | 0.65% on next $1.5 billion | |
| | | 0.60% on assets in excess of $2.5 billion | |
Delaware VIP U.S. Growth Series | | 166,486,594 | | | 0.65% on first $500 million | | N |
| | | 0.60% on next $500 million | |
| | | 0.55% on next $1.5 billion | |
| | | 0.50% on assets in excess of $2.5 billion | |
Delaware VIP Value Series | | 452,864,697 | | | 0.65% on first $500 million | | Y |
| | | 0.60% on next $500 million | |
| | | 0.55% on next $1.5 billion | |
| | | 0.50% on assets in excess of $2.5 billion | |
L-2
| | Fund Net Assets | | Management Fee Schedule | | |
| | (as of 7/31/09) | | (as a percentage of average daily | | Waiver |
Fund | | ($) | | net assets) Annual Rate | | (Y/N) |
Optimum International Fund | | 162,317,432 | | | 0.8750% up to $50 million | | Y |
| | | 0.8000% from $50 to $100 million | |
| | | 0.7800% from $100 to $300 million | |
| | | 0.7650% from $300 to $400 million | |
| | | 0.7300% over $400 million | |
Optimum Large Cap Growth Fund | | 614,887,900 | | | 0.8000% up to $250 million | | Y |
| | | 0.7875% from $250 million to $300 million | |
| | | 0.7625% from $300 million to $400 million | |
| | | 0.7375% from $400 million to $500 million | |
| | | 0.7250% from $500 million to $1 billion | |
| | | 0.7100% from $1 billion to $1.5 billion | |
| | | 0.7000% over $1.5 billion | |
Optimum Large Cap Value Fund | | 548,159,133 | | | 0.8000% up to $100 million | | Y |
| | | 0.7375% from $ 100 million to $250 million | |
| | | 0.7125% from $250 million to $500 million | |
| | | | |
| | | 0.6875% from $500 million to $ 1 billion | |
| | | 0.6675% from $1 billion to $1.5 billion | |
| | | 0.6475% over $1.5 billion | |
Optimum Small-Mid Cap Growth Fund | | 163,600,949 | | | 1.1000% | | Y |
Optimum Small-Mid Cap Value Fund | | 133,415,186 | | | 1.0500% up to $75 million | | Y |
| | | 1.0250% from $75 million to $150 million | |
| | | 1.0000% over $150 million | |
Subadvised Equity Fund A | | 421,150,657 | | | 0.40% | | N |
Subadvised Equity Fund B | | 90,675,085 | | | 0.50% | | N |
Subadvised Equity Fund C | | 141,442,959 | | | 0.35% up to $200 million | | N |
| | | | |
| | | 0.20% over $200 million | |
L-3
| | Fund Net Assets | | Management Fee Schedule | | |
| | (as of 7/31/09) | | (as a percentage of average daily | | Waiver |
Fund | | ($) | | net assets) Annual Rate | | (Y/N) |
Subadvised Equity Fund D | | 138,929,930 | | | 0.45% | | N |
Subadvised Equity Fund E | | 24,685,274 | | | 0.35% up to $500 million | | N |
| | | 0.30% over $500 million | |
| | | (assets aggregated with those of other | |
| | | | |
| | | accounts having similar investment | |
| | | objectives subadvised by DMC for the same | |
| | | investment manager) | |
Subadvised Equity Fund F | | 26,740,544 | | | 0.40% up to $200 million | | N |
| | | | |
| | | 0.35% over $200 million | |
Subadvised Equity Fund G | | 66,390,469 | | | 0.40% up to $200 million | | N |
| | | | |
| | | 0.35% over $200 million | |
Subadvised Equity Fund H | | 299,933,951 | | | 0.20% | | N |
Subadvised Equity Fund I | | 201,788,849 | | | 0.40% | | N |
Subadvised Equity Fund J | | 275,580,815 | | | 0.35% | | N |
Subadvised Equity Fund K | | 74,309,777 | | | 0.35% | | N |
Subadvised Equity Fund L | | 1,110,154,464 | | | 0.20% | | N |
Subadvised Equity Fund M | | 469,430,328 | | | 0.20% | | N |
Subadvised Equity Fund N | | 80,390,330 | | | 0.40% up to $200 million | | N |
| | | 0.35% over $200 million | |
Subadvised Equity Fund O | | 158,593,379 | | | 0.20% | | N |
Subadvised Equity Fund P | | 371,403,316 | | | 0.35% | | N |
L-4
| | Fund Net Assets | | Management Fee Schedule | | |
| | (as of 7/31/09) | | (as a percentage of average daily | | Waiver |
Fund | | ($) | | net assets) Annual Rate | | (Y/N) |
REAL ESTATE | | | | | | |
Delaware VIP® REIT Series | | 228,392,747 | | 0.75% on first $500 million | | N |
| 0.70% on next $500 million | |
| 0.65% on next $1.5 billion | |
| 0.60% on assets in excess of $2.5 billion | |
The Global Real Estate Securities Portfolio1 | | 53,791,075 | | 0.99% on the first $100 million | | N |
| 0.90% on the next $150 million | |
| 0.80% on assets in excess of $250 million | |
The Real Estate Investment Trust Portfolio II1 | | 4,612,395 | | 0.75% | | Y |
FIXED INCOME TAXABLE | | | | | | |
Delaware VIP Diversified Income Series | | 1,154,626,147 | | 0.65% on first $500 million | | N |
| 0.60% on next $500 million | |
| 0.55% on next $1.5 billion | |
| 0.50% on assets in excess of $2.5 billion | |
Delaware VIP High Yield Series | | 406,179,335 | | 0.65% on first $500 million | | Y |
| 0.60% on next $500 million | |
| 0.55% on next $1.5 billion | |
| 0.50% on assets in excess of $2.5 billion | |
Delaware VIP Limited-Term Diversified Income Series | | 250,708,066 | | 0.50% on first $500 million | | Y |
| 0.475% on next $500 million | |
| 0.45% on next $1.5 billion | |
| 0.425% on assets in excess of $2.5 billion | |
The Core Focus Fixed Income Portfolio1 | | 18,548,833 | | 0.40% | | Y |
L-5
| | Fund Net Assets | | Management Fee Schedule | | |
| | (as of 7/31/09) | | (as a percentage of average daily | | Waiver |
Fund | | ($) | | net assets) Annual Rate | | (Y/N) |
The Core Plus Fixed Income Portfolio1 | | 57,825,157 | | 0.43% | | Y |
The Global Fixed Income Portfolio1 | | 137,581,483 | | 0.50% | | Y |
The High-Yield Bond Portfolio1 | | 21,849,485 | | 0.45% | | Y |
The Intermediate Fixed Income Portfolio1 | | 7,181,598 | | 0.40% | | Y |
The International Fixed Income Portfolio1 | | 18,576,967 | | 0.50% | | N |
Optimum Fixed Income Fund | | 692,576,469 | | 0.7000% up to $25 million | | Y |
| | 0.6500% from $25 million to $100 million | |
| | 0.6000% from $ 100 million to $500 million | |
| | 0.5500% from $500 million to $1 billion | |
| | 0.5000% over $ 1 billion | |
Subadvised Fixed Income Fund A | | 1,934,214,482 | | 0.18% | | N |
Subadvised Fixed Income Fund B | | 258,981,042 | | 0.28% | | N |
Subadvised Fixed Income Fund C | | 225,986,783 | | 0.28% | | N |
FIXED INCOME TAX EXEMPT | | | | | | |
Delaware Investments Arizona Municipal Income Fund, Inc. | | 39,569,293 | | 0.40% | | N |
Delaware Investments Colorado Municipal Income Fund, Inc. | | 65,158,068 | | 0.40% | | N |
Delaware Investments Minnesota Municipal Income Fund II, Inc. | | 156,068,269 | | 0.40% | | N |
Delaware Investments National Municipal Income Fund | | 30,101,448 | | 0.40% | | N |
Subadvised Fixed Income Tax Exempt Fund A | | 82,621,889 | | 0.23% up to $25 million | | N |
| | 0.20% from $25 million to $100 million | |
| | 0.17% from $100 million to $200 million | |
| | 0.125% over $200 million | |
L-6
| | Fund Net Assets | | Management Fee Schedule | | |
| | (as of 7/31/09) | | (as a percentage of average daily | | Waiver |
Fund | | ($) | | net assets) Annual Rate | | (Y/N) |
Subadvised Fixed Income Tax Exempt Fund B | | 201,199,741 | | 0.23% on first $25 million | | N |
| 0.20% on next $75 million | |
| 0.17% on next $100 million | |
| 0.125% over $100 million | |
| (assets aggregated with those of other | |
| accounts having similar investment | |
| objectives subadvised by DMC for the same | |
| investment manager) | |
Subadvised Fixed Income Tax Exempt Fund C | | 321,920,551 | | 0.15% | | N |
MONEY MARKET | | | | | | |
Delaware VIP® Cash Reserve Series | | 15,598,306 | | 0.45% on first $500 million | | N |
| 0.40% on next $500 million | |
| 0.35% on next $1,500 million | |
| 0.30% on assets in excess of $2.5 billion | |
Subadvised Money Market Fund A | | 1,315,433,023 | | 0.18% | | N |
____________________
1 A series ofDelaware Pooled® Trust.
L-7
APPENDIX M — TRUSTEES AND OFFICERS OF DMC
The following persons have held the following positions with the Trusts and with DMC during the past two years. The principal business address of each is 2005 Market Street, Philadelphia, Pennsylvania 19103-7094.
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Patrick P. Coyne | | Trustee, Chairman/ | | President |
| | President/Chief Executive | | |
| | Officer | | |
David P. O’Connor | | Trustee, Senior Vice | | Senior Vice President/ |
| | President/Strategic | | Strategic Investment |
| | Investment Relationships | | Relationships and |
| | and Initiatives/General | | Initiatives/General |
| | Counsel | | Counsel |
See Yeng Quek | | Trustee, Executive Vice | | Executive Vice President/ |
| | President/Managing | | Managing Director/Chief |
| | Director, Fixed Income | | Investment Officer, |
| | | | Fixed Income |
Michael J. Hogan | | Executive Vice | | Executive Vice President/ |
| | President/Head of Equity | | Head of Equity Investments |
| | Investments | | |
Marshall T. Bassett | | Senior Vice President/ | | Senior Vice President/ |
| | Chief Investment | | Chief Investment |
| | Officer — Emerging | | Officer — Emerging |
| | Growth Equity | | Growth Equity |
Joseph R. Baxter | | Senior Vice President/ | | Senior Vice President/ |
| | Head of Municipal Bond | | Head of Municipal Bond |
| | Investments | | Investments |
Christopher S. Beck | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Portfolio Manager | | Senior Portfolio Manager |
Michael P. Buckley | | Senior Vice President/ | | Senior Vice President/ |
| | Director of Municipal | | Director of Municipal |
| | Research | | Research |
Stephen J. Busch | | Senior Vice President– | | Senior Vice President – |
| | Investment Accounting | | Investment Accounting |
M-1
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Michael F. Capuzzi | | Senior Vice President — | | Senior Vice President — |
| | Investment Systems | | Investment Systems |
Lui-Er Chen | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Portfolio Manager/ | | Senior Portfolio Manager/ |
| | Chief Investment Officer, | | Chief Investment Officer, |
| | Emerging Markets | | Emerging Markets |
Thomas H. Chow | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Portfolio Manager | | Senior Portfolio Manager |
Stephen J. Czepiel | | Senior Vice President/ | | Senior Vice President/ |
| | Portfolio Manager/Head | | Portfolio Manager/Senior |
| | Municipal Bond Trader | | Municipal Bond Trader |
Chuck M. Devereux | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Research Analyst | | Senior Research Analyst |
Roger A. Early | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Portfolio Manager | | Senior Portfolio Manager |
Stuart M. George | | Senior Vice President/ | | Senior Vice President/ |
| | Head of Equity Trading | | Head of Equity Trading |
Paul Grillo | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Portfolio Manager | | Senior Portfolio Manager |
William F. Keelan | | Senior Vice President/ | | Senior Vice President/ |
| | Director of Quantitative | | Director of Quantitative |
| | Research | | Research |
Kevin P. Loome | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Portfolio Manager/ | | Senior Portfolio Manager/ |
| | Head of High Yield | | Head of High Yield |
| | Investments | | Investments |
Francis X. Morris | | Senior Vice President/ | | Senior Vice President/ |
| | Chief Investment Officer | | Chief Investment Officer |
| | — Core Equity | | — Core Equity |
Brian L. Murray, Jr. | | Senior Vice President/ | | Senior Vice President/ |
| | Chief Compliance Officer | | Chief Compliance Officer |
D. Tysen Nutt | | Senior Vice President/ | | Senior Vice President/ |
| | Chief Investment Officer, | | Chief Investment Officer, |
| | Large Cap Value Equity | | Large Cap Value Equity |
M-2
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Philip O. Obazee | | Senior Vice President/ | | Senior Vice President/ |
| | Derivatives Manager | | Derivatives Manager |
Richard Salus | | Senior Vice President/ | | Senior Vice President/ |
| | Chief Financial Officer | | Controller/Treasurer |
Jeffrey S. Van Harte | | Senior Vice President/ | | Senior Vice President/ |
| | Chief Investment Officer | | Chief Investment Officer |
| | — Focus Growth Equity | | — Focus Growth Equity |
Babak Zenouzi | | Senior Vice President/ | | Senior Vice President/ |
| | Senior Portfolio Manager | | Senior Portfolio Manager |
Gary T. Abrams | | Vice President/Senior | | Vice President/Senior |
| | Equity Trader | | Equity Trader |
Christopher S. Adams | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager/Senior Equity | | Manager/Senior Equity |
| | Analyst | | Analyst |
Damon J. Andres | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager | | Portfolio Manager |
Wayne A. Anglace | | Vice President/Credit | | Vice President/Credit |
| | Research Analyst | | Research Analyst |
Margaret MacCarthy Bacon | | Vice President/Investment | | Vice President/Investment |
| | Specialist | | Specialist |
Kristen E. Bartholdson | | Vice President | | Vice President/Portfolio |
| | | | Manager |
Todd Bassion | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Jo Anne Bennick | | Vice President/15(c) | | Vice President/15(c) |
| | Reporting | | Reporting |
Richard E. Biester | | Vice President/Equity | | Vice President/Equity |
| | Trader | | Trader |
Christopher J. Bonavico | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager/Equity | | Portfolio Manager/Equity |
| | Analyst | | Analyst |
Vincent A. Brancaccio | | Vice President/Senior | | Vice President/Senior |
| | Equity Trader | | Equity Trader |
M-3
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Kenneth F. Broad | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager/Equity | | Portfolio Manager/Equity |
| | Analyst | | Analyst |
Kevin J. Brown | | Vice President/ | | Vice President/ |
| | Senior Investment | | Senior Investment |
| | Specialist | | Specialist |
Mary Ellen M. Carrozza | | Vice President/Client | | Vice President/Client |
| | Services | | Services |
Stephen G. Catricks | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Wen-Dar Chen | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Anthony G. Ciavarelli | | Vice President/Associate | | Vice President/Associate |
| | General Counsel/ | | General Counsel/Assistant |
| | Assistant Secretary | | Secretary |
David F. Connor | | Vice President/Deputy | | Vice President/Deputy |
| | General Counsel/ | | General Counsel/Secretary |
| | Secretary | | |
Michael Costanzo | | Vice President/ | | Vice President/ |
| | Performance Analyst | | Performance Analyst |
| | Manager | | Manager |
Kishor K. Daga | | Vice President/Derivatives | | Vice President/Derivatives |
| | Operations | | Operations |
Cori E. Daggett | | Vice President/Associate | | Vice President/Counsel/ |
| | General Counsel/ | | Assistant Secretary |
| | Assistant Secretary | | |
Craig C. Dembek | | Vice President/Senior | | Vice President/Senior |
| | Research Analyst | | Research Analyst |
Camillo D’Orazio | | Vice President/Investment | | Vice President/Investment |
| | Accounting | | Accounting |
Christopher M. Ericksen | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager/Equity Analyst | | Manager/Equity Analyst |
Joel A. Ettinger | | Vice President — Taxation | | Vice President — Taxation |
M-4
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Devon K. Everhart | | Vice President/Senior | | Vice President/Senior |
| | Research Analyst | | Research Analyst |
Joseph Fiorilla | | Vice President – Trading | | Vice President – Trading |
| | Operations | | Operations |
Charles E. Fish | | Vice President/Senior | | Vice President/Senior |
| | Equity Trader | | Equity Trader |
Clifford M. Fisher | | Vice President/Senior | | Vice President/Senior |
| | Municipal Bond Trader | | Municipal Bond Trader |
Patrick G. Fortier | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager/Equity Analyst | | Manager/Equity Analyst |
Denise A. Franchetti | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager/Municipal Bond | | Manager/Municipal Bond |
| | Credit Analyst | | Credit Analyst |
Lawrence G. Franko | | Vice President/Senior | | Vice President/Senior |
| | Equity Analyst | | Equity Analyst |
Daniel V. Geatens | | Vice President/Treasurer | | Vice President/Director of |
| | | | Financial Administration |
Gregory A. Gizzi | | Vice President/Head | | Vice President/Head |
| | Municipal Bond Trader | | Municipal Bond Trader |
Barry S. Gladstein | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Gregg J. Gola | | Vice President/Senior | | Vice President/Senior High |
| | High Yield Trader | | Yield Trader |
Christopher Gowlland | | Vice President/Senior | | Vice President/Senior |
| | Quantitative Analyst | | Quantitative Analyst |
Edward Gray | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager | | Portfolio Manager |
David J. Hamilton | | Vice President/Credit | | Vice President/Fixed |
| | Research Analyst | | Income Analyst |
Brian Hamlet | | Vice President/Senior | | Vice President/Senior |
| | Corporate Bond Trader | | Corporate Bond Trader |
M-5
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Lisa L. Hansen | | Vice President/Head of | | Vice President/Head of |
| | Focus Growth Equity | | Focus Growth Equity |
| | Trading | | Trading |
Gregory M. Heywood | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager/Equity Analyst | | Manager/Equity Analyst |
Sharon Hill | | Vice President/Head | | Vice President/Head |
| | of Equity Quantitative | | of Equity Quantitative |
| | Research and Analytics | | Research and Analytics |
J. David Hillmeyer | | Vice President | | Vice President/Corporate |
| | | | Bond Trader |
Christopher M. Holland | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Chungwei Hsia | | Vice President/Senior | | Vice President/Senior |
| | Research Analyst | | Research Analyst |
Michael E. Hughes | | Vice President/Senior | | Vice President/Senior |
| | Equity Analyst | | Equity Analyst |
Jordan L. Irving | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager | | Portfolio Manager |
Cynthia Isom | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Kenneth R. Jackson | | Vice President/Equity | | Vice President/ |
| | Trader | | Quantitative Analyst |
Stephen M. Juszczyszyn | | Vice President/Structured | | Vice President/Structured |
| | Products Analyst/Trader | | Products Analyst/Trader |
Anu B. Kothari | | Vice President/Equity | | Vice President/Equity |
| | Analyst | | Analyst |
Roseanne L. Kropp | | Vice President/Senior | | Vice President/Senior Fund |
| | Fund Analyst — High | | Analyst II — High Grade |
| | Grade | | |
Nikhil G. Lalvani | | Vice President/Portfolio | | Vice President/Senior |
| | Manager | | Equity Analyst/Portfolio |
| | | | Manager |
M-6
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Brian R. Lauzon | | Vice President/Chief | | Vice President/Chief |
| | Operating Officer, Equity | | Operating Officer, Equity |
| | Investments | | Investments |
Anthony A. Lombardi | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager | | Portfolio Manager |
Francis P. Magee | | Vice President/Portfolio | | Vice President/Portfolio |
| | Analyst | | Analyst |
John P. McCarthy | | Vice President/Senior | | Vice President/Senior |
| | Research Analyst/Trader | | Research Analyst/Trader |
Brian McDonnell | | Vice President/Structured | | Vice President/Structured |
| | Products Analyst/Trader | | Products Analyst/Trader |
Michael S. Morris | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager/Senior Equity | | Manager/Senior Equity |
| | Analyst | | Analyst |
Terrance M. O’Brien | | Vice President/Fixed | | Vice President/Fixed |
| | Income Reporting Analyst | | Income Reporting Analyst |
Donald G. Padilla | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager/Senior Equity | | Manager/Senior Equity |
| | Analyst | | Analyst |
Daniel J. Prislin | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager/Equity | | Portfolio Manager/Equity |
| | Analyst | | Analyst |
Gretchen Regan | | Vice President/ | | Vice President/ |
| | Quantitative Analyst | | Quantitative Analyst |
Carl Rice | | Vice President/Senior | | Vice President/Senior |
| | Investment Specialist, | | Investment Specialist, |
| | Large Cap Value Focus | | Large Cap Value Focus |
| | Equity | | Equity |
Joseph T. Rogina | | Vice President/Equity | | Vice President/Equity |
| | Trader | | Trader |
Debbie A. Sabo | | Vice President/Equity | | Vice President/Equity |
| | Trader – Focus Growth | | Trader – Focus Growth |
| | Equity | | Equity |
M-7
| | | | Positions and Offices with |
| | Positions and Offices | | Delaware Management |
Name | | with the Trusts | | Company |
Kevin C. Schildt | | Vice President/Senior | | Vice President/Senior |
| | Municipal Credit Analyst | | Municipal Credit Analyst |
Bruce Schoenfeld | | Vice President/Equity | | Vice President/Equity |
| | Analyst | | Analyst |
Nancy E. Smith | | Vice President — | | Vice President — |
| | Investment Accounting | | Investment Accounting |
Brenda L. Sprigman | | Vice President/Business | | Vice President/Business |
| | Manager – Fixed Income | | Manager – Fixed Income |
Junee Tan-Torres | | Vice President/Structured | | Vice President/Structured |
| | Solutions | | Solutions |
Rudy D. Torrijos, III | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Michael J. Tung | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Robert A. Vogel, Jr. | | Vice President/Senior | | Vice President/Senior |
| | Portfolio Manager | | Portfolio Manager |
Lori P. Wachs | | Vice President/Portfolio | | Vice President/Portfolio |
| | Manager | | Manager |
Jeffrey S. Wang | | Vice President/Equity | | Vice President/Equity |
| | Analyst | | Analyst |
Michael G. Wildstein | | Vice President/Senior | | Vice President/Senior |
| | Research Analyst | | Research Analyst |
Kathryn R. Williams | | Vice President/Associate | | Vice President/Associate |
| | General Counsel/ | | General Counsel/Assistant |
| | Assistant Secretary | | Secretary |
Nashira Wynn | | Vice President/Portfolio | | Vice President/Senior |
| | Manager | | Equity Analyst/Portfolio |
| | | | Manager |
Guojia Zhang | | Vice President/Equity | | Vice President/Equity |
| | Analyst | | Analyst |
Douglas R. Zinser | | Vice President/Credit | | Vice President/Credit |
| | Research Analyst | | Research Analyst |
M-8
APPENDIX N — NUMBER OF SHARES OF EACH FUND
OUTSTANDING AS OF JULY 31, 20091
| | | | Shares |
Fund Name | Class | | Outstanding |
Delaware American Services Fund | | A | | 8,307,110.73 |
Delaware American Services Fund | | B | | 1,967,195.99 |
Delaware American Services Fund | | C | | 3,391,198.18 |
Delaware American Services Fund | | I | | 922,813.72 |
Delaware American Services Fund | | R | | 236,624.35 |
Delaware Cash Reserve Fund | | A | | 409,648,027.42 |
Delaware Cash Reserve Fund | | B | | 7,571,200.61 |
Delaware Cash Reserve Fund | | C | | 11,999,635.87 |
Delaware Cash Reserve Fund | | CC | | 13,352,167.66 |
Delaware Core Plus Bond Fund | | A | | 8,499,313.53 |
Delaware Core Plus Bond Fund | | B | | 590,047.37 |
Delaware Core Plus Bond Fund | | C | | 762,595.96 |
Delaware Core Plus Bond Fund | | I | | 421,213.94 |
Delaware Core Plus Bond Fund | | R | | 30,797.35 |
Delaware Corporate Bond Fund | | A | | 84,164,830.28 |
Delaware Corporate Bond Fund | | B | | 2,185,573.07 |
Delaware Corporate Bond Fund | | C | | 22,304,687.11 |
Delaware Corporate Bond Fund | | I | | 9,192,140.79 |
Delaware Corporate Bond Fund | | R | | 2,053,525.00 |
Delaware Diversified Income Fund | | A | | 356,131,697.99 |
Delaware Diversified Income Fund | | B | | 5,635,860.95 |
Delaware Diversified Income Fund | | C | | 123,919,293.56 |
Delaware Diversified Income Fund | | I | | 27,333,904.45 |
Delaware Diversified Income Fund | | R | | 13,651,297.12 |
Delaware Dividend Income Fund | | A | | 22,944,114.03 |
Delaware Dividend Income Fund | | B | | 3,920,949.20 |
Delaware Dividend Income Fund | | C | | 17,648,139.72 |
N-1
| | | | Shares |
Fund Name | Class | | Outstanding |
Delaware Dividend Income Fund | | I | | 309,723.23 |
Delaware Dividend Income Fund | | R | | 313,635.21 |
Delaware Emerging Markets Fund | | A | | 28,477,236.53 |
Delaware Emerging Markets Fund | | B | | 1,696,559.45 |
Delaware Emerging Markets Fund | | C | | 11,639,314.09 |
Delaware Emerging Markets Fund | | I | | 9,094,544.14 |
Delaware Extended Duration Bond Fund | | A | | 32,965,118.99 |
Delaware Extended Duration Bond Fund | | B | | 714,353.37 |
Delaware Extended Duration Bond Fund | | C | | 3,416,477.09 |
Delaware Extended Duration Bond Fund | | I | | 4,690,859.62 |
Delaware Extended Duration Bond Fund | | R | | 118,595.09 |
Delaware Focus Global Growth Fund | | A | | 196,781.95 |
Delaware Focus Global Growth Fund | | I | | 235,297.12 |
Delaware Aggressive Allocation Portfolio | | A | | 3,465,604.00 |
Delaware Aggressive Allocation Portfolio | | B | | 459,043.89 |
Delaware Aggressive Allocation Portfolio | | C | | 582,869.61 |
Delaware Aggressive Allocation Portfolio | | I | | 1,394,609.32 |
Delaware Aggressive Allocation Portfolio | | R | | 221,889.37 |
Delaware Conservative Allocation Portfolio | | A | | 4,308,791.41 |
Delaware Conservative Allocation Portfolio | | B | | 78,613.11 |
Delaware Conservative Allocation Portfolio | | C | | 340,275.07 |
Delaware Conservative Allocation Portfolio | | I | | 1,007,016.76 |
Delaware Conservative Allocation Portfolio | | R | | 88,789.27 |
Delaware Moderate Allocation Portfolio | | A | | 20,011,562.38 |
Delaware Moderate Allocation Portfolio | | B | | 642,801.03 |
Delaware Moderate Allocation Portfolio | | C | | 1,022,400.14 |
Delaware Moderate Allocation Portfolio | | I | | 3,847,726.70 |
Delaware Moderate Allocation Portfolio | | R | | 162,904.97 |
N-2
| | | | Shares |
Fund Name | Class | | Outstanding |
Delaware Global Real Estate Securities Fund | | A | | 182.265 |
Delaware Global Real Estate Securities Fund | | I | | 359,843.89 |
Delaware Global Value Fund | | A | | 3,236,022.17 |
Delaware Global Value Fund | | B | | 569,699.44 |
Delaware Global Value Fund | | C | | 1,516,051.68 |
Delaware Global Value Fund | | I | | 191,341.19 |
Delaware Growth Opportunities Fund | | A | | 14,818,145.62 |
Delaware Growth Opportunities Fund | | B | | 347,682.92 |
Delaware Growth Opportunities Fund | | C | | 435,124.36 |
Delaware Growth Opportunities Fund | | I | | 261,740.86 |
Delaware Growth Opportunities Fund | | R | | 56,155.55 |
Delaware Healthcare Fund | | A | | 120,909.07 |
Delaware Healthcare Fund | | I | | 256,109.18 |
Delaware High-Yield Opportunities Fund | | A | | 73,450,305.52 |
Delaware High-Yield Opportunities Fund | | B | | 3,364,718.10 |
Delaware High-Yield Opportunities Fund | | C | | 8,815,757.03 |
Delaware High-Yield Opportunities Fund | | I | | 12,694,132.20 |
Delaware High-Yield Opportunities Fund | | R | | 4,294,740.65 |
Delaware Inflation Protected Bond Fund | | A | | 8,312,339.23 |
Delaware Inflation Protected Bond Fund | | B | | 188,301.72 |
Delaware Inflation Protected Bond Fund | | C | | 4,027,833.86 |
Delaware Inflation Protected Bond Fund | | I | | 9,419,003.59 |
Delaware International Value Equity Fund | | A | | 14,840,111.11 |
Delaware International Value Equity Fund | | B | | 1,067,080.39 |
Delaware International Value Equity Fund | | C | | 5,175,961.29 |
Delaware International Value Equity Fund | | I | | 13,666,903.65 |
Delaware International Value Equity Fund | | R | | 251,795.05 |
Delaware Large Cap Core Fund | | A | | 1,541.21 |
N-3
| | | | Shares |
Fund Name | Class | | Outstanding |
Delaware Large Cap Core Fund | | I | | 252,689.79 |
Delaware Large Cap Value Fund | | A | | 49,886,593.44 |
Delaware Large Cap Value Fund | | B | | 1,438,363.18 |
Delaware Large Cap Value Fund | | C | | 1,320,509.62 |
Delaware Large Cap Value Fund | | I | | 2,229,686.76 |
Delaware Large Cap Value Fund | | R | | 111,520.19 |
Delaware Limited-Term Diversified Income Fund | | A | | 63,645,553.57 |
Delaware Limited-Term Diversified Income Fund | | B | | 407,345.24 |
Delaware Limited-Term Diversified Income Fund | | C | | 18,200,945.79 |
Delaware Limited-Term Diversified Income Fund | | I | | 2,071,289.06 |
Delaware Limited-Term Diversified Income Fund | | R | | 365,963.82 |
Delaware Mid Cap Value Fund | | A | | 34,392.69 |
Delaware Mid Cap Value Fund | | C | | 9,428.66 |
Delaware Mid Cap Value Fund | | I | | 1,341,173.84 |
Delaware Mid Cap Value Fund | | R | | 3.224 |
Delaware Minnesota High-Yield Municipal Bond Fund | | A | | 10,927,247.96 |
Delaware Minnesota High-Yield Municipal Bond Fund | | B | | 509,394.77 |
Delaware Minnesota High-Yield Municipal Bond Fund | | C | | 2,507,347.47 |
Delaware National High-Yield Municipal Bond Fund | | A | | 7,632,607.68 |
Delaware National High-Yield Municipal Bond Fund | | B | | 167,569.47 |
Delaware National High-Yield Municipal Bond Fund | | C | | 850,944.11 |
Delaware National High-Yield Municipal Bond Fund | | I | | 138.63 |
Delaware REIT Fund | | A | | 8,434,200.70 |
Delaware REIT Fund | | I | | 13,643,975.31 |
Delaware REIT Fund | | R | | 504,554.78 |
Delaware REIT Fund | | B | | 1,611,608.58 |
Delaware REIT Fund | | C | | 2,222,726.92 |
Delaware Select Growth Fund | | A | | 5,716,873.40 |
N-4
| | | | Shares |
Fund Name | Class | | Outstanding |
Delaware Select Growth Fund | | B | | 950,262.41 |
Delaware Select Growth Fund | | C | | 1,324,332.74 |
Delaware Select Growth Fund | | R | | 34,564.97 |
Delaware Select Growth Fund | | I | | 3,144,775.77 |
Delaware Small Cap Core Fund | | A | | 2,422,168.04 |
Delaware Small Cap Core Fund | | C | | 985,111.48 |
Delaware Small Cap Core Fund | | I | | 3,287,676.99 |
Delaware Small Cap Core Fund | | R | | 457,544.70 |
Delaware Small Cap Growth Fund | | I | | 69.533 |
Delaware Small Cap Growth Fund | | R | | 127,035.78 |
Delaware Small Cap Growth Fund | | A | | 786,109.32 |
Delaware Small Cap Growth Fund | | B | | 186,462.19 |
Delaware Small Cap Growth Fund | | C | | 484,411.67 |
Delaware Small Cap Value Fund | | A | | 8,967,675.27 |
Delaware Small Cap Value Fund | | B | | 826,429.50 |
Delaware Small Cap Value Fund | | C | | 1,916,299.16 |
Delaware Small Cap Value Fund | | I | | 460,530.57 |
Delaware Small Cap Value Fund | | R | | 603,477.76 |
Delaware Tax-Free Arizona Fund | | A | | 10,203,952.88 |
Delaware Tax-Free Arizona Fund | | B | | 588,318.73 |
Delaware Tax-Free Arizona Fund | | C | | 654,557.17 |
Delaware Tax-Free California Fund | | A | | 5,799,662.70 |
Delaware Tax-Free California Fund | | B | | 472,859.80 |
Delaware Tax-Free California Fund | | C | | 1,289,320.83 |
Delaware Tax-Free Colorado Fund | | A | | 21,197,643.71 |
Delaware Tax-Free Colorado Fund | | B | | 263,399.13 |
Delaware Tax-Free Colorado Fund | | C | | 1,050,445.66 |
Delaware Tax-Free Idaho Fund | | A | | 7,268,912.69 |
N-5
| | | | Shares |
Fund Name | Class | | Outstanding |
Delaware Tax-Free Idaho Fund | | B | | 292,637.86 |
Delaware Tax-Free Idaho Fund | | C | | 1,436,225.92 |
Delaware Tax-Free Minnesota Fund | | A | | 46,448,175.64 |
Delaware Tax-Free Minnesota Fund | | B | | 788,675.50 |
Delaware Tax-Free Minnesota Fund | | C | | 2,745,470.03 |
Delaware Tax-Free Minnesota Intermediate Fund | | A | | 6,938,349.18 |
Delaware Tax-Free Minnesota Intermediate Fund | | B | | 29,185.30 |
Delaware Tax-Free Minnesota Intermediate Fund | | C | | 987,735.57 |
Delaware Tax-Free Money Fund | | A | | 12,469,760.07 |
Delaware Tax-Free Money Fund | | CC | | 558,180.71 |
Delaware Tax-Free New York Fund | | A | | 2,122,756.76 |
Delaware Tax-Free New York Fund | | B | | 99,781.27 |
Delaware Tax-Free New York Fund | | C | | 517,334.96 |
Delaware Tax-Free Pennsylvania Fund | | A | | 63,182,671.89 |
Delaware Tax-Free Pennsylvania Fund | | B | | 681,507.22 |
Delaware Tax-Free Pennsylvania Fund | | C | | 1,642,484.51 |
Delaware Tax-Free USA Fund | | A | | 49,516,664.15 |
Delaware Tax-Free USA Fund | | B | | 757,392.82 |
Delaware Tax-Free USA Fund | | C | | 1,855,403.30 |
Delaware Tax-Free USA Fund | | I | | 104.593 |
Delaware Tax-Free USA Intermediate Fund | | A | | 39,157,223.47 |
Delaware Tax-Free USA Intermediate Fund | | B | | 76,500.53 |
Delaware Tax-Free USA Intermediate Fund | | C | | 3,439,848.28 |
Delaware Tax-Free USA Intermediate Fund | | I | | 96.512 |
Delaware Trend® Fund | | A | | 22,941,115.49 |
Delaware Trend Fund | | B | | 1,803,600.98 |
Delaware Trend Fund | | C | | 3,258,227.52 |
Delaware Trend Fund | | I | | 1,850,379.41 |
N-6
| | | | Shares |
Fund Name | Class | | Outstanding |
Delaware Trend Fund | | R | | 187,363.74 |
Delaware U.S. Growth Fund | | A | | 11,918,929.41 |
Delaware U.S. Growth Fund | | B | | 644,208.92 |
Delaware U.S. Growth Fund | | C | | 1,311,758.06 |
Delaware U.S. Growth Fund | | I | | 38,881,699.89 |
Delaware U.S. Growth Fund | | R | | 303,428.38 |
Delaware Value®Fund | | B | | 378,120.36 |
Delaware Value Fund | | C | | 2,839,247.86 |
Delaware Value Fund | | I | | 7,570,791.16 |
Delaware Value Fund | | R | | 211,514.86 |
____________________
1 | | All classes of Delaware Foundation®Equity Fund and Class R shares of Delaware Emerging Markets Fund commenced operations on August 31, 2009 and therefore are not included in the table below. |
N-7
APPENDIX O — 1% SHARE OWNERSHIP
As of July 31, 2009, the officers and Trustees of the Trusts, as a group, owned 1% or more of the outstanding voting shares of the following Funds and classes:
| | | |
Fund | Class | | Percentage |
Delaware Large Cap Value Fund | Institutional Class | | 5.64 | % |
Delaware Trend®Fund | Institutional Class | | 1.58 | % |
Delaware Growth Opportunities Fund | Institutional Class | | 2.25 | % |
Delaware Small Cap Value Fund | Institutional Class | | 8.79 | % |
Delaware Moderate Allocation Portfolio1 | Institutional Class | | 2.56 | % |
Delaware Aggressive Allocation Portfolio2 | Institutional Class | | 2.13 | % |
Delaware Emerging Markets Fund | Institutional Class | | 1.33 | % |
Delaware Core Plus Bond Fund | Institutional Class | | 8.84 | % |
Delaware Limited-Term Diversified Income Fund | Institutional Class | | 2.63 | % |
Delaware Select Growth Fund | Class A | | 1.20 | % |
Delaware Select Growth Fund | Institutional Class | | 1.10 | % |
Delaware Tax-Free Money Fund | Class A | | 1.39 | % |
Delaware Healthcare Fund | Class A | | 86.24 | % |
Delaware Focus Global Growth Fund | Institutional Class | | 99.99 | % |
____________________
1 | | On October 21, 2009, the name will be changed to Delaware Foundation® Moderate Allocation Fund. |
|
2 | | On October 21, 2009, the name will be changed to Delaware Foundation Aggressive Allocation Fund. |
O-1
APPENDIX P — 5% SHARE OWNERSHIP
The following table shows, as of July 31, 2009, the accounts of each class of each Fund that own of record 5% or more of such class.1
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage | |
Delaware Aggressive | | A | | MLPF&S FOR THE SOLE | | 433,735.130 | | 12.65 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Aggressive | | A | | PIMS/PRUDENTIAL RETIREMENT AS | | 985,508.511 | | 28.73 | % |
Allocation Portfolio | | | | NOMINEE FOR THE TTEE/CUST PL | | | | | |
| | | | HOAG SHELTERED SAVS PLAN | | | | | |
| | | | 1 HOAG DR | | | | | |
| | | | NEWPORT BEACH CA 92663-4162 | | | | | |
Delaware Aggressive | | C | | MLPF&S FOR THE SOLE | | 49,567.034 | | 8.58 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Aggressive | | I | | C/O MUTUAL FUNDS | | 164,199.066 | | 11.97 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO DELAWARE MGMT | | | | | |
| | | | HOLDINGS INC | | | | | |
| | | | EMP 401K ACCOUNT | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Aggressive | | I | | C/O MUTUAL FUNDS | | 190,469.430 | | 13.89 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NTL LIFE INS CO | | | | | |
| | | | AGT SVGS PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Aggressive | | I | | C/O MUTUAL FUNDS | | 954,399.024 | | 69.58 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NATL CORP | | | | | |
| | | | EMP SVGS & RET PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Aggressive | | R | | KIMBERLY CLARK | | 11,697.464 | | 5.43 | % |
Allocation Portfolio | | | | FBO C U LEASING CORP | | | | | |
| | | | 401K PSP & TRUST | | | | | |
| | | | 3570 CAMINO DEL RIO N #300 | | | | | |
| | | | SAN DIEGO CA 92108-1747 | | | | | |
P-1
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Aggressive | | R | | MLPF&S FOR THE SOLE | | 163,339.414 | | 75.84 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware American | | A | | MLPF&S FOR THE SOLE | | 455,360.539 | | 5.41 | % |
Services Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware American | | C | | CITIGROUP GLOBAL | | 377,347.679 | | 10.85 | % |
Services Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware American | | C | | MLPF&S FOR THE SOLE | | 617,630.193 | | 17.76 | % |
Services Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware American | | I | | PRUDENTIAL INVESTMENT MGMT SVC | | 52,779.705 | | 5.58 | % |
Services Fund | | | | FBO MUTUAL FUND CLIENTS | | | | | |
| | | | MAIL STOP NJ 05-11-20 | | | | | |
| | | | 3 GATEWAY CTR FL 11 | | | | | |
| | | | 100 MULBERRY ST | | | | | |
| | | | NEWARK NJ 07102 | | | | | |
Delaware American | | I | | COUNSEL TRUST DBA MATC | | 54,643.058 | | 5.77 | % |
Services Fund | | | | FBO KETCHUM WOOD & BURGERT | | | | | |
| | | | CHARTERED PSP | | | | | |
| | | | 1251 WATERFRONT PL STE 525 | | | | | |
| | | | PITTSBURGH PA 15222-4228 | | | | | |
Delaware American | | I | | ICMA-RC SERVICES LLC | | 739,042.996 | | 78.08 | % |
Services Fund | | | | 777 N CAPITOL ST NE | | | | | |
| | | | WASHINGTON DC 20002-4239 | | | | | |
Delaware American | | R | | GPC SECURITIES INC AGENT FOR | | 15,786.007 | | 6.50 | % |
Services Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO PREMIER COOPERATIVE | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware American | | R | | COUNSEL TRUST | | 17,715.154 | | 7.29 | % |
Services Fund | | | | FBO JENNINGS REALTY, INC. | | | | | |
| | | | EMPLOYEES PSP | | | | | |
| | | | 1251 WATERFRONT PL STE 525 | | | | | |
| | | | PITTSBURGH PA 15222-4228 | | | | | |
P-2
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware American | | R | | STATE STREET BANK & | | 55,526.147 | | 22.85 | % |
Services Fund | | | | TRUST CO | | | | | |
| | | | FBO VARIOUS SYMETRA | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 12770 | | | | | |
| | | | OVERLAND PARK KS 66282-2770 | | | | | |
Delaware Cash Reserve | | A | | DELAWARE MANAGEMENT | | 63,529,356.600 | | 15.14 | % |
Fund | | | | BUSINESS TRUST - DMC | | | | | |
| | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware Cash Reserve | | B | | CITIGROUP GLOBAL | | 432,686.848 | | 5.61 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Cash Reserve | | C | | CITIGROUP GLOBAL | | 930,597.680 | | 7.20 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Cash Reserve | | CC | | MCB TRUST SERVICES TTEE | | 693,747.960 | | 5.26 | % |
Fund | | | | FBO VISITING NURSE | | | | | |
| | | | SERVICE P/S | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Cash Reserve | | CC | | MCB TRUST SERVICES TRUSTEE | | 734,256.520 | | 5.56 | % |
Fund | | | | FBO ECOLOGY CONTROL INDSTRS | | | | | |
| | | | 401(K) | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Cash Reserve | | CC | | MCB TRUST SERVICES TTEE | | 795,677.170 | | 6.03 | % |
Fund | | | | FBO SAGELINK CREDIT UNION | | | | | |
| | | | 401(K) PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Cash Reserve | | CC | | MCB TRUST SERVICES TTEE | | 979,059.910 | | 7.42 | % |
Fund | | | | FBO TRIDENT ANESTHESIA 401(K) | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Conservative | | A | | MLPF&S FOR THE SOLE | | 247,401.940 | | 5.73 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
P-3
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Conservative | | A | | PIMS/PRUDENTIAL RETIREMENT AS | | 2,992,055.268 | | 69.29 | % |
Allocation Portfolio | | | | NOMINEE FOR THE TTEE/CUST PL 006 | | | | | |
| | | | HOAG SHELTERED SAVS PLAN | | | | | |
| | | | 1 HOAG DR | | | | | |
| | | | NEWPORT BEACH CA 92663-4162 | | | | | |
Delaware Conservative | | B | | JUNIE L KELTON & | | 4,767.351 | | 6.34 | % |
Allocation Portfolio | | | | JOYCE A WENDLANDT & | | | | | |
| | | | NOMA HENDERSON | | | | | |
| | | | STIGLER OK 74462 | | | | | |
Delaware Conservative | | B | | RAYMOND JAMES & ASSOC INC | | 5,328.988 | | 7.08 | % |
Allocation Portfolio | | | | CUST FBO ANTHONY J | | | | | |
| | | | SARDO IRA | | | | | |
| | | | 3 ROSS WAY | | | | | |
| | | | WINDSOR LOCKS CT 06096-1267 | | | | | |
Delaware Conservative | | B | | MLPF&S FOR THE SOLE | | 15,926.231 | | 21.17 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Conservative | | C | | MLPF&S FOR THE SOLE | | 119,773.952 | | 34.53 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Conservative | | I | | C/O MUTUAL FUNDS | | 95,134.913 | | 9.52 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO DELAWARE MGMT | | | | | |
| | | | HOLDINGS INC 401K PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Conservative | | I | | C/O MUTUAL FUNDS | | 110,968.514 | | 11.11 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NTL LIFE INS CO | | | | | |
| | | | AGT SVGS PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Conservative | | I | | C/O MUTUAL FUNDS | | 754,578.708 | | 75.53 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NATL CORP | | | | | |
| | | | EMP SVGS & RET PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
P-4
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Conservative | | R | | MG TRUST CO TRUSTEE | | 4,679.186 | | 5.08 | % |
Allocation Portfolio | | | | UNITED COMMUNITY BANK | | | | | |
| | | | 401K PS PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Conservative | | R | | MG TRUST CO | | 10,211.566 | | 11.09 | % |
Allocation Portfolio | | | | CUST FBO JOHN | | | | | |
| | | | CIPOLLONE INC | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Conservative | | R | | MLPF&S FOR THE SOLE | | 71,667.126 | | 77.85 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Core Plus Bond | | A | | MLPF&S FOR THE SOLE | | 518,249.367 | | 6.11 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Core Plus Bond | | B | | MLPF&S FOR THE SOLE | | 71,046.733 | | 12.01 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Core Plus Bond | | C | | CITIGROUP GLOBAL | | 44,617.313 | | 5.85 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Core Plus Bond | | C | | MLPF&S FOR THE SOLE | | 165,360.232 | | 21.67 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Core Plus Bond | | I | | BOSCIA FAMILY FOUNDATION | | 23,859.147 | | 5.77 | % |
Fund | | | | 951 IDLEWILD RD | | | | | |
| | | | GLADWYNE PA 19035-1437 | | | | | |
Delaware Core Plus Bond | | I | | CITY OF DASSEL | | 36,698.556 | | 8.88 | % |
Fund | | | | GENERAL ACCOUNT | | | | | |
| | | | ATTN MARY ANN DANIELSON | | | | | |
| | | | PO BOX 391 | | | | | |
| | | | DASSEL MN 55325-0391 | | | | | |
P-5
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Core Plus Bond | | I | | MCB TRUST SERVICES | | 38,557.197 | | 9.33 | % |
Fund | | | | CUST FBO SOUTHWEST GRAPHICS, | | | | | |
| | | | P/S 401(K) | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Core Plus Bond | | I | | RS DMC EMPLOYEE MPP PLAN | | 279,147.561 | | 67.54 | % |
Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | EMPLOYEE MONEY | | | | | |
| | | | PURCHASE PENSION | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Core Plus Bond | | R | | MLPF&S FOR THE SOLE | | 30,626.201 | | 88.97 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Corporate Bond | | A | | MLPF&S FOR THE SOLE | | 26,365,039.125 | | 33.70 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Corporate Bond | | B | | MLPF&S FOR THE SOLE | | 172,509.480 | | 7.82 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Corporate Bond | | C | | CITIGROUP GLOBAL | | 1,923,038.412 | | 9.09 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Corporate Bond | | C | | MLPF&S FOR THE SOLE | | 10,883,754.182 | | 51.47 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Corporate Bond | | R | | LINCOLN NATIONAL LIFE | | 116,064.933 | | 5.70 | % |
Fund | | | | INS COMPANY | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
P-6
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Corporate Bond | | R | | FRONTIER TRUST CO | | 126,825.921 | | 6.23 | % |
Fund | | | | FBO OMNIBUS-VARIOUS | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware Corporate Bond | | R | | STATE STREET BANK & TRUST CO | | 341,907.431 | | 16.80 | % |
Fund | | | | FBO VARIOUS SYMETRA | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 12770 | | | | | |
| | | | OVERLAND PARK KS 66282-2770 | | | | | |
Delaware Corporate Bond | | R | | MLPF&S FOR THE SOLE | | 671,816.598 | | 33.01 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Diversified | | A | | MLPF&S FOR THE SOLE | | 58,186,086.749 | | 16.89 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Diversified | | B | | MLPF&S FOR THE SOLE | | 638,853.308 | | 11.26 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Diversified | | C | | CITIGROUP GLOBAL MARKETS, INC. | | 11,130,630.122 | | 9.47 | % |
Income Fund | | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Diversified | | C | | MLPF&S FOR THE SOLE | | 45,512,999.943 | | 38.74 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Diversified | | I | | CHARLES SCHWAB & CO INC | | 1,883,727.633 | | 12.32 | % |
Income Fund | | | | SPECIAL CUSTODY ACCT | | | | | |
| | | | FBO CUSTOMERS | | | | | |
| | | | ATTN MUTUAL FUNDS | | | | | |
| | | | 101 MONTGOMERY ST | | | | | |
| | | | SAN FRANCISCO CA 94104-4151 | | | | | |
Delaware Diversified | | I | | THE NORTHERN TRUST | | 2,039,593.431 | | 13.34 | % |
Income Fund | | | | COMPANY TTEE | | | | | |
| | | | CIBA SPECIALTY CHEMICALS | | | | | |
| | | | 401K DV PLAN | | | | | |
| | | | PO BOX 92994 | | | | | |
| | | | CHICAGO IL 60675-0001 | | | | | |
P-7
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Diversified | | I | | ATTN TRUST OPS | | 2,506,840.650 | | 16.39 | % |
Income Fund | | | | MIDTRUSCO | | | | | |
| | | | 5901 COLLEGE BLVD STE 100 | | | | | |
| | | | OVERLAND PARK KS 66211-1834 | | | | | |
Delaware Diversified | | R | | MLPF&S FOR THE SOLE | | 6,532,468.517 | | 48.64 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Dividend | | A | | CITIGROUP GLOBAL | | 1,537,351.944 | | 6.63 | % |
Income Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Dividend | | A | | MLPF&S FOR THE SOLE | | 2,180,501.697 | | 9.40 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Dividend | | B | | CITIGROUP GLOBAL | | 294,850.174 | | 7.40 | % |
Income Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Dividend | | B | | MLPF&S FOR THE SOLE | | 787,123.973 | | 19.76 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Dividend | | C | | CITIGROUP GLOBAL | | 2,510,401.261 | | 14.01 | % |
Income Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Dividend | | C | | MLPF&S FOR THE SOLE | | 5,801,767.165 | | 32.38 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Dividend | | I | | COUNSEL TRUST DBA MATC FBO | | 34,749.740 | | 11.17 | % |
Income Fund | | | | TTI INC 401K PSP | | | | | |
| | | | 1251 WATERFRONT PL STE 525 | | | | | |
| | | | PITTSBURGH PA 15222-4228 | | | | | |
P-8
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Dividend | | I | | GPC SECURITIES INC AGENT FOR | | 174,653.729 | | 56.13 | % |
Income Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO GOODMAN & CO LLP | | | | | |
| | | | 401K P/S PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Dividend | | R | | GPC SECURITIES INC AGENT FOR | | 16,809.557 | | 5.40 | % |
Income Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO ANIMAS SURGICAL HOSPITAL, | | | | | |
| | | | LLC 401K | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Dividend | | R | | ING | | 21,445.035 | | 6.89 | % |
Income Fund | | | | ENHANCED K-CHOICE | | | | | |
| | | | TRUSTEE: RELIANCE TRUST CO | | | | | |
| | | | 400 ATRIUM DRIVE | | | | | |
| | | | SOMERSET NJ 08873 | | | | | |
Delaware Dividend | | R | | GPC SECURITIES INC AGENT FOR | | 22,988.381 | | 7.39 | % |
Income Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO FERTILITY & GYNECOLOGY | | | | | |
| | | | 401(K) PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Dividend | | R | | GPC SECURITIES INC AGENT FOR | | 33,004.570 | | 10.61 | % |
Income Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO WEST HILLS DEVELOPMENT | | | | | |
| | | | CO 401K PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Dividend | | R | | GPC SECURITIES INC AGENT FOR | | 35,001.670 | | 11.25 | % |
Income Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO BOGHT VETERINARY CLINIC 401K | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Dividend | | R | | GPC AS AGENT FOR | | 37,244.780 | | 11.97 | % |
Income Fund | | | | RELIANCE TRUST COMPANY | | | | | |
| | | | FBO FRUIT CENTER INC | | | | | |
| | | | PSP PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Dividend | | R | | MLPF&S FOR THE SOLE | | 41,346.499 | | 13.29 | % |
Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
P-9
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Emerging | | A | | CITIGROUP GLOBAL | | 1,959,107.478 | | 7.08 | % |
Markets Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Emerging | | A | | MLPF&S FOR THE SOLE | | 4,544,610.153 | | 16.42 | % |
Markets Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Emerging | | B | | CITIGROUP GLOBAL | | 158,963.904 | | 9.27 | % |
Markets Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Emerging | | B | | MLPF&S FOR THE SOLE | | 218,906.047 | | 12.76 | % |
Markets Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Emerging | | C | | CITIGROUP GLOBAL | | 2,398,958.695 | | 20.99 | % |
Markets Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Emerging | | C | | MLPF&S FOR THE SOLE | | 3,166,315.306 | | 27.70 | % |
Markets Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Emerging | | I | | DINGLE & CO | | 513,228.000 | | 6.01 | % |
Markets Fund | | | | C/O COMERICA BANK | | | | | |
| | | | PO BOX 75000 | | | | | |
| | | | DETROIT MI 48275-0001 | | | | | |
Delaware Emerging | | I | | ATTN DC PLAN ADMIN MS N6G | | 660,115.934 | | 7.73 | % |
Markets Fund | | | | MERCER TRUST COMPANY | | | | | |
| | | | FBO CLARIANT INVMNT PLAN | | | | | |
| | | | 1 INVESTORS WAY | | | | | |
| | | | NORWOOD MA 02062-1599 | | | | | |
Delaware Emerging | | I | | JP MORGAN CHASE BANK TTEE | | 679,648.757 | | 7.96 | % |
Markets Fund | | | | FBO VIASAT INC | | | | | |
| | | | 401K PROFIT SHARING PLAN | | | | | |
| | | | C/O JPMORGAN RPS 5500 TEAM | | | | | |
| | | | 9300 WARD PKWY | | | | | |
| | | | KANSAS CITY MO 64114-3317 | | | | | |
P-10
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Emerging | | I | | STRAFE & CO | | 756,144.531 | | 8.86 | % |
Markets Fund | | | | FBO E L & THELMA GAYLORD | | | | | |
| | | | FOUNDA | | | | | |
| | | | PO BOX 160 | | | | | |
| | | | WESTERVILLE OH 43086-0160 | | | | | |
Delaware Emerging | | I | | RS DMC EMPLOYEE MPP PLAN | | 796,016.037 | | 9.32 | % |
Markets Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | EMPLOYMENT P/S TRUST | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Emerging | | I | | NFS LLC | | 1,146,232.048 | | 13.42 | % |
Markets Fund | | | | FEBO FIDUCIARY TRUST CO | | | | | |
| | | | PO BOX 55806 | | | | | |
| | | | BOSTON MA 02205-5806 | | | | | |
Delaware Emerging | | I | | CHARLES SCHWAB & CO INC | | 1,190,100.051 | | 13.94 | % |
Markets Fund | | | | SPECIAL CUSTODY ACCT | | | | | |
| | | | FBO CUSTOMERS | | | | | |
| | | | ATTN MUTUAL FUNDS | | | | | |
| | | | 101 MONTGOMERY ST | | | | | |
| | | | SAN FRANCISCO CA 94104-4151 | | | | | |
Delaware Extended | | A | | MLPF&S FOR THE SOLE | | 2,265,367.372 | | 6.95 | % |
Duration Bond Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Extended | | A | | MASSACHUSETTS MUTUAL LIFE | | 5,003,802.168 | | 15.36 | % |
Duration Bond Fund | | | | INS CO | | | | | |
| | | | 1295 STATE ST MIP C105 | | | | | |
| | | | SPRINGFIELD MA 01111-0001 | | | | | |
Delaware Extended | | B | | CITIGROUP GLOBAL | | 59,455.509 | | 8.27 | % |
Duration Bond Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Extended | | B | | MLPF&S FOR THE SOLE | | 119,915.846 | | 16.69 | % |
Duration Bond Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Extended | | C | | CITIGROUP GLOBAL | | 203,261.601 | | 6.03 | % |
Duration Bond Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
P-11
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Extended | | C | | MLPF&S FOR THE SOLE | | 1,078,101.764 | | 31.97 | % |
Duration Bond Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Extended | | I | | STATE STREET BANK & | | 2,265,201.014 | | 31.29 | % |
Duration Bond Fund | | | | TRUST CO TTEE | | | | | |
| | | | INTERCONTINENTAL HOTELS | | | | | |
| | | | MASTER TR | | | | | |
| | | | ATTN STEVE CHILES KC 1/5 | | | | | |
| | | | 801 PENNSYLVANIA AVE | | | | | |
| | | | KANSAS CITY MO 64105-1307 | | | | | |
Delaware Extended | | R | | ING | | 16,197.838 | | 14.37 | % |
Duration Bond Fund | | | | ENHANCED K-CHOICE | | | | | |
| | | | TRUSTEE: RELIANCE TRUST CO | | | | | |
| | | | 400 ATRIUM DRIVE | | | | | |
| | | | SOMERSET NJ 08873 | | | | | |
Delaware Extended | | R | | FIRST CLEARING CORP | | 37,455.899 | | 33.24 | % |
Duration Bond Fund | | | | FBO COMPETITION CAMS PSP | | | | | |
| | | | RONALD L COLEMAN TTEE | | | | | |
| | | | FBO COMPETITION CAMS | | | | | |
| | | | 3408 DEMOCRAT RD | | | | | |
| | | | MEMPHIS TN 38118 | | | | | |
Delaware Extended | | R | | MASSACHUSETTS MUTUAL LIFE | | 48,330.140 | | 42.89 | % |
Duration Bond Fund | | | | INS CO | | | | | |
| | | | 1295 STATE ST - MIP C105 | | | | | |
| | | | SPRINGFIELD MA 01111-0001 | | | | | |
Delaware Focus Global | | A | | GREGORY MARK HEYWOOD & | | 14,117.647 | | 7.17 | % |
Growth Fund | | | | KRISTEN PEN-FONG KWAN | | | | | |
| | | | OAKLAND CA 94618 | | | | | |
Delaware Focus Global | | A | | PATRICK G FORTIER & | | 29,178.173 | | 14.83 | % |
Growth Fund | | | | ANNEMARIE S FORTIER | | | | | |
| | | | SAN FRANCISCO CA 94118 | | | | | |
Delaware Focus Global | | A | | CHRISTOPHER BONAVICO | | 29,411.765 | | 14.95 | % |
Growth Fund | | | | SAN FRANCISCO CA 94126 | | | | | |
Delaware Focus Global | | A | | KENNETH F BROAD & JACLYN | | 29,411.764 | | 14.95 | % |
Growth Fund | | | | JAFARIAN BROAD JT WROS | | | | | |
| | | | MILL VALLEY CA 94941 | | | | | |
Delaware Focus Global | | A | | DANIEL J PRISLIN & | | 29,411.765 | | 14.95 | % |
Growth Fund | | | | JOELLE M PRISLIN TTEES | | | | | |
| | | | DANIEL AND JOELLE PRISLIN | | | | | |
| | | | FAMILY TR | | | | | |
| | | | ALAMEDA CA 94502 | | | | | |
P-12
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Focus Global | | A | | VAN HARTE-SMITH FAMILY | | 57,012.543 | | 28.97 | % |
Growth Fund | | | | REVOCABLE TRUST | | | | | |
| | | | 70 CLUB DR | | | | | |
| | | | SAN CARLOS CA 94070-1647 | | | | | |
Delaware Focus Global | | I | | DMH CORP | | 235,294.118 | | 100.00 | % |
Growth Fund | | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware Global Real | | A | | JAMES C MORROW | | 179.211 | | 98.32 | % |
Estate Securities Fund | | | | CONSHOHOCKEN PA 19428 | | | | | |
Delaware Global Real | | I | | DMH CORP | | 359,840.833 | | 100.00 | % |
Estate Securities Fund | | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware Global Value | | A | | MLPF&S FOR THE SOLE | | 205,034.243 | | 6.24 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Global Value | | B | | MLPF&S FOR THE SOLE | | 46,491.289 | | 8.01 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Global Value | | C | | MLPF&S FOR THE SOLE | | 303,628.872 | | 19.15 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Growth | | A | | MLPF&S FOR THE SOLE | | 1,113,699.355 | | 7.46 | % |
Opportunities Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Growth | | C | | MLPF&S FOR THE SOLE | | 57,253.143 | | 13.01 | % |
Opportunities Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Growth | | I | | MCB TRUST SERVICES TTEE | | 21,696.071 | | 8.55 | % |
Opportunities Fund | | | | FBO WOOLDRIDGE HEATING & | | | | | |
| | | | AIR 401K | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
P-13
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Growth | | I | | MCB TRUST SERVICES | | 38,052.554 | | 14.99 | % |
Opportunities Fund | | | | CUST FBO GRTR PHILA CHAMBER | | | | | |
| | | | OF COM 401K | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Growth | | I | | RS DMC EMPLOYEE MPP PLAN | | 171,679.544 | | 67.64 | % |
Opportunities Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | EMPLOYEE MONEY PURCHASE | | | | | |
| | | | PENSION | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Growth | | R | | RELIANCE TRUST COMPANY CUST | | 4,222.383 | | 7.98 | % |
Opportunities Fund | | | | FBO YERBA BUENA CENTER | | | | | |
| | | | FOR THE ARTS403B ANNUITY | | | | | |
| | | | MATCHING PLAN | | | | | |
| | | | PO BOX 48529 | | | | | |
| | | | ATLANTA GA 30362-1529 | | | | | |
Delaware Growth | | R | | MG TRUSTCO TRUSTEE | | 4,748.503 | | 8.97 | % |
Opportunities Fund | | | | STUDIOCOM | | | | | |
| | | | 401K PS PL | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Growth | | R | | FRONTIER TRUST CO | | 6,753.171 | | 12.76 | % |
Opportunities Fund | | | | FBO HIGHLAND ENGINEERING INC | | | | | |
| | | | SAFE HAR | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware Growth | | R | | MG TRUST COMPANY | | 13,579.396 | | 25.66 | % |
Opportunities Fund | | | | CUST. FBO ADVANCED FUEL | | | | | |
| | | | RESEARCH, INC | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Growth | | R | | MLPF&S FOR THE SOLE | | 20,498.368 | | 38.74 | % |
Opportunities Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware | | A | | DONALD G PADILLA | | 6,311.360 | | 5.22 | % |
Healthcare Fund | | | | PHILADELPHIA PA 19103 | | | | | |
Delaware | | A | | MICHAEL S TUNG | | 13,193.980 | | 10.92 | % |
Healthcare Fund | | | | PHILADELPHIA PA 19103 | | | | | |
Delaware | | A | | KATHY K WANG & ROBERT T | | 13,760.414 | | 11.39 | % |
Healthcare Fund | | | | WANG JT WROS | | | | | |
| | | | LYNNFIELD MA 01940 | | | | | |
P-14
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware | | A | | LIU-ER CHEN & | | 80,536.820 | | 66.67 | % |
Healthcare Fund | | | | DAWN DING JT WROS | | | | | |
| | | | NEEDHAM MA 02494 | | | | | |
Delaware | | I | | DMH CORP | | 256,106.019 | | 100.00 | % |
Healthcare Fund | | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware High-Yield | | A | | GENWORTH FINANCIAL TRUST CO | | 8,643,492.819 | | 13.67 | % |
Opportunities Fund | | | | FBO GENWORTH FINANCIAL | | | | | |
| | | | ASSET MGMT | | | | | |
| | | | FBO THEIR MUTUAL CLIENTS | | | | | |
| | | | 3200 N CENTRAL AVE FL 7 | | | | | |
| | | | PHOENIX AZ 85012-2468 | | | | | |
Delaware High-Yield | | B | | MLPF&S FOR THE SOLE | | 179,582.292 | | 5.29 | % |
Opportunities Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware High-Yield | | B | | CITIGROUP GLOBAL | | 276,728.365 | | 8.15 | % |
Opportunities Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware High-Yield | | C | | CITIGROUP GLOBAL | | 875,594.909 | | 10.11 | % |
Opportunities Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware High-Yield | | C | | MLPF&S FOR THE SOLE | | 1,104,702.018 | | 12.75 | % |
Opportunities Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware High-Yield | | I | | ICMA-RC SERVICES LLC | | 849,890.857 | | 5.08 | % |
Opportunities Fund | | | | 777 N CAPITOL ST NE | | | | | |
| | | | WASHINGTON DC 20002-4239 | | | | | |
Delaware High-Yield | | I | | RS DMC EMPLOYEE MPP PLAN | | 869,258.717 | | 5.19 | % |
Opportunities Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | MPP TRUST | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
P-15
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware High-Yield | | I | | PRUDENTIAL INVESTMENT MGMT | | 1,077,334.581 | | 6.44 | % |
Opportunities Fund | | | | SVC FBO MUTUAL | | | | | |
| | | | FUND CLIENTS | | | | | |
| | | | MAIL STOP NJ 05-11-20 | | | | | |
| | | | 3 GATEWAY CTR FL 11 | | | | | |
| | | | 100 MULBERRY ST | | | | | |
| | | | NEWARK NJ 07102 | | | | | |
Delaware High-Yield | | I | | SEI PRIVATE TRUST CO | | 2,076,598.106 | | 12.40 | % |
Opportunities Fund | | | | FBO HALE & DORR LLP | | | | | |
| | | | ONE FREEDOM VALLEY DRIVE | | | | | |
| | | | OAKS PA 19456-9989 | | | | | |
Delaware High-Yield | | I | | NFS LLC | | 2,515,675.488 | | 15.03 | % |
Opportunities Fund | | | | FEBO COUNTRY TRUST | | | | | |
| | | | PO BOX 2020 | | | | | |
| | | | BLOOMINGTON IL 61702-2020 | | | | | |
Delaware High-Yield | | R | | STATE STREET BANK & | | 226,658.134 | | 5.57 | % |
Opportunities Fund | | | | TRUST CO | | | | | |
| | | | FBO VARIOUS SYMETRA | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 12770 | | | | | |
| | | | OVERLAND PARK KS 66282-2770 | | | | | |
Delaware High-Yield | | R | | MLPF&S FOR THE SOLE | | 594,065.249 | | 14.59 | % |
Opportunities Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware High-Yield | | R | | ING | | 630,617.353 | | 15.49 | % |
Opportunities Fund | | | | ENHANCED K-CHOICE | | | | | |
| | | | TRUSTEE: RELIANCE TRUST CO | | | | | |
| | | | 400 ATRIUM DRIVE | | | | | |
| | | | SOMERSET NJ 08873 | | | | | |
Delaware Inflation | | A | | MLPF&S FOR THE SOLE | | 1,472,594.793 | | 18.52 | % |
Protected Bond Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Inflation | | B | | PTC | | 16,953.025 | | 8.32 | % |
Protected Bond Fund | | | | CUST SEP IRA | | | | | |
| | | | FBO WILL L SKINNER | | | | | |
| | | | 11707 LEANING PINE DR | | | | | |
| | | | HOUSTON TX 77070-2517 | | | | | |
P-16
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Inflation | | B | | MLPF&S FOR THE SOLE | | 19,067.541 | | 9.35 | % |
Protected Bond Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Inflation | | C | | MLPF&S FOR THE SOLE | | 803,418.927 | | 21.77 | % |
Protected Bond Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Inflation | | I | | CONSERVATIVE PROFILE FUND OF | | 1,483,730.487 | | 15.79 | % |
Protected Bond Fund | | | | LINCOLN VIP TRUST | | | | | |
| | | | 1300 SOUTH CLINTON STREET | | | | | |
| | | | MAIL-STOP 2H17 | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware Inflation | | I | | MODERATELY AGGRESSIVE | | 2,117,866.162 | | 22.55 | % |
Protected Bond Fund | | | | PROFILE FUND | | | | | |
| | | | OF LINCOLN VIP TRUST | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware Inflation | | I | | MODERATE PROFILE FUND | | 4,270,970.454 | | 45.47 | % |
Protected Bond Fund | | | | OF LINCOLN VIP TRUST | | | | | |
| | | | 1300 SOUTH CLINTON STREET | | | | | |
| | | | MAIL STOP 2H17 | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware International | | A | | PRUDENTIAL INVESTMENT MGMT | | 1,577,439.139 | | 8.78 | % |
Value Equity Fund | | | | SVC | | | | | |
| | | | FBO MUTUAL FUND CLIENTS | | | | | |
| | | | MAIL STOP NJ 05-11-20 | | | | | |
| | | | 3 GATEWAY CENTER FL 11 | | | | | |
| | | | 100 MULBERRY ST | | | | | |
| | | | NEWARK NJ 07102 | | | | | |
Delaware International | | A | | CITIGROUP GLOBAL | | 1,838,253.233 | | 10.24 | % |
Value Equity Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware International | | B | | CITIGROUP GLOBAL | | 138,430.875 | | 12.81 | % |
Value Equity Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
P-17
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware International | | C | | MLPF&S FOR THE SOLE | | 364,428.230 | | 6.88 | % |
Value Equity Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware International | | C | | CITIGROUP GLOBAL | | 1,931,259.495 | | 36.46 | % |
Value Equity Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware International | | I | | CITIGROUP GLOBAL | | 11,541,747.620 | | 82.42 | % |
Value Equity Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware International | | R | | FRONTIER TRUST CO | | 89,699.133 | | 35.09 | % |
Value Equity Fund | | | | FBO SINGLETON ASSOCIATES | | | | | |
| | | | 401K PLAN | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware International | | R | | MLPF&S FOR THE SOLE | | 92,584.160 | | 36.21 | % |
Value Equity Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Large Cap Core | | A | | CRAIG P BROWN | | 373.754 | | 21.86 | % |
Fund | | | | ARDMORE PA 19003 | | | | | |
Delaware Large Cap Core | | A | | BRUCE A GREEN | | 1,165.346 | | 68.17 | % |
Fund | | | | AND LYNN H GREEN JT WROS | | | | | |
| | | | NASHVILLE TN 37221 | | | | | |
Delaware Large Cap Core | | I | | DMH CORP | | 252,687.677 | | 100.00 | % |
Fund | | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware Large Cap | | C | | MLPF&S FOR THE SOLE | | 200,740.265 | | 15.05 | % |
Value Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Large Cap | | I | | MCB TRUST SERVICES TTEE | | 117,540.405 | | 5.27 | % |
Value Fund | | | | FBO DEFENSE SUPPORT | | | | | |
| | | | SVS LLC RET PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
P-18
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Large Cap | | I | | MCB TRUST SERVICES TTEE | | 134,279.043 | | 6.01 | % |
Value Fund | | | | FBO DAY & ZIMMERMANN | | | | | |
| | | | HAWTHORNE 401K PL | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Large Cap | | I | | RS DMC EMPLOYEE MPP PLAN | | 550,221.767 | | 24.65 | % |
Value Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | EMPLOYEE MONEY PURCHASE | | | | | |
| | | | PENSION C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Large Cap | | I | | MCB TRUST SERVICES TTEE | | 1,097,451.108 | | 49.16 | % |
Value Fund | | | | FBO DAY & ZIMMERMANN 401(K) | | | | | |
| | | | PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Large Cap | | R | | GPC AS AGENT FOR | | 5,979.336 | | 5.16 | % |
Value Fund | | | | RELIANCE TRUST COMPANY | | | | | |
| | | | FBO DAVID S WILLIAMS | | | | | |
| | | | DMD PA 401K PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Large Cap | | R | | MG TRUST COMPANY TRUSTEE | | 18,918.307 | | 16.32 | % |
Value Fund | | | | MEMORIAL & ST ELIZABETH HC LLP | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Large Cap | | R | | GPC AS AGENT FOR | | 20,329.284 | | 17.54 | % |
Value Fund | | | | RELIANCE TRUST COMPANY | | | | | |
| | | | FBO THERAPEUTIC RADIATION | | | | | |
| | | | ONCOLOGY 401K | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Large Cap | | R | | MLPF&S FOR THE SOLE | | 40,123.147 | | 34.61 | % |
Value Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Limited-Term | | A | | CITIGROUP GLOBAL | | 4,298,135.109 | | 7.70 | % |
Diversified Income Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
P-19
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Limited-Term | | A | | MLPF&S FOR THE SOLE | | 7,379,518.664 | | 13.23 | % |
Diversified Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Limited-Term | | B | | MLPF&S FOR THE SOLE | | 61,076.009 | | 15.18 | % |
Diversified Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Limited-Term | | C | | CITIGROUP GLOBAL | | 1,411,270.070 | | 9.66 | % |
Diversified Income Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Limited-Term | | C | | MLPF&S FOR THE SOLE | | 5,087,712.746 | | 34.84 | % |
Diversified Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Limited-Term | | I | | RS DMC EMPLOYEE MPP PLAN | | 309,926.611 | | 17.05 | % |
Diversified Income Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | EMPLOYEE MONEY PURCHASE | | | | | |
| | | | PENSION | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Limited-Term | | I | | LINCOLN FINANCIAL GROUP | | 461,369.380 | | 25.39 | % |
Diversified Income Fund | | | | FOUNDATION INC | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware Limited-Term | | I | | LA84 FOUNDATION | | 470,243.443 | | 25.87 | % |
Diversified Income Fund | | | | 2141 W ADAMS BLVD | | | | | |
| | | | LOS ANGELES CA 90018-2040 | | | | | |
Delaware Limited-Term | | R | | FIRST CLEARING LLC | | 20,585.478 | | 5.89 | % |
Diversified Income Fund | | | | SUTTON ORTHOPAEDICS PSP 401K | | | | | |
| | | | J CARL SUTTON TTEE | | | | | |
| | | | 3320 LOST VALLEY DR | | | | | |
| | | | JONESBORO GA 30236-4126 | | | | | |
Delaware Limited-Term | | R | | LINCOLN NATIONAL LIFE | | 27,785.371 | | 7.95 | % |
Diversified Income Fund | | | | INS COMPANY | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
P-20
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Limited-Term | | R | | COUNSEL TRUST DBA MATC | | 30,424.631 | | 8.70 | % |
Diversified Income Fund | | | | FBO MILAN SUPPLY CO PSP | | | | | |
| | | | 1251 WATERFRONT PL STE 525 | | | | | |
| | | | PITTSBURGH PA 15222-4228 | | | | | |
Delaware Limited-Term | | R | | MLPF&S FOR THE SOLE | | 151,766.439 | | 43.40 | % |
Diversified Income Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Mid Cap Value | | A | | DMTC TTEE | | 1,626.353 | | 5.07 | % |
| | | | PERSONAL(K) PL | | | | | |
| | | | JAMES SCHIEFER | | | | | |
| | | | CONSULTING INC | | | | | |
| | | | FBO JAMES SCHIEFER | | | | | |
| | | | 3850 ALDER WOODS CT | | | | | |
| | | | FAIRFAX VA 22033-2441 | | | | | |
Delaware Mid Cap Value | | A | | CLAIRE L DENENBERG TTEE | | 1,629.991 | | 5.08 | % |
| | | | CLAIRE L DENENBERG | | | | | |
| | | | REV LIV TR | | | | | |
| | | | C/O LYNNE WARREN | | | | | |
| | | | 8754 VIA ANCHO RD | | | | | |
| | | | BOCA RATON FL 33433 | | | | | |
Delaware Mid Cap Value | | A | | IRA FBO PAUL L FIDEL | | 1,664.145 | | 5.19 | % |
| | | | PERSHING LLC | | | | | |
| | | | CUST ROLLOVER ACCOUNT | | | | | |
| | | | 140 B N SPRING VALLEY RD | | | | | |
| | | | MCMURRAY PA 15317-2820 | | | | | |
Delaware Mid Cap Value | | A | | IRA FBO PAUL A VOTH | | 2,524.124 | | 7.87 | % |
| | | | PTC AS CUSTODIAN | | | | | |
| | | | 43683 MARIGOLD DR | | | | | |
| | | | PALM DESERT CA 92260-2603 | | | | | |
Delaware Mid Cap Value | | A | | NFS LLC | | 2,559.099 | | 7.98 | % |
| | | | FEBO JOHN A SCARF | | | | | |
| | | | 13915 SAN SABA CANYON LN | | | | | |
| | | | CYPRESS TX 77429 | | | | | |
Delaware Mid Cap Value | | A | | NFS LLC | | 2,700.642 | | 8.42 | % |
| | | | FEBO NFS/FMTC ROLL IRA | | | | | |
| | | | FBO MICHAEL OHATA | | | | | |
| | | | 225 LINDEN AVE | | | | | |
| | | | OAK PARK IL 60302-2214 | | | | | |
Delaware Mid Cap Value | | A | | DOUGLAS R GLENNON | | 5,892.662 | | 18.37 | % |
| | | | NAPLES FL 34119 | | | | | |
P-21
| | | | Shareholders | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Mid Cap Value | | A | | PERSHING LLC | | 7,245.869 | | 22.59 | % |
| | | | PO BOX 2052 | | | | | |
| | | | JERSEY CITY NJ 07303 | | | | | |
Delaware Mid Cap Value | | C | | HOME FEDERAL SAVINGS & LN | | 520.073 | | 5.52 | % |
| | | | JONATHAN FRIEND | | | | | |
| | | | 500 12TH S PO BOX 190 | | | | | |
| | | | NAMPA ID 83653-0190 | | | | | |
Delaware Mid Cap Value | | C | | DMTC CUSTODIAN FOR THE IRA OF | | 2,338.844 | | 24.81 | % |
| | | | BEATRIZ W THIELEN | | | | | |
| | | | LORTON VA 22079 | | | | | |
Delaware Mid Cap Value | | C | | DMTC C/F THE CONVERSION ROTH | | 2,616.753 | | 27.75 | % |
| | | | IRA OF ROSS SCHEINBAUM | | | | | |
| | | | 1095 REMAGEN RD | | | | | |
| | | | SEASIDE CA 93955-7417 | | | | | |
Delaware Mid Cap Value | | C | | DMTC C/F THE CONVERSION ROTH | | 3,596.186 | | 38.14 | % |
| | | | IRA OF JENNIFER SCHEINBAUM | | | | | |
| | | | 1095 REMAGEN RD | | | | | |
| | | | SEASIDE CA 93955-7417 | | | | | |
Delaware Mid Cap Value | | I | | C/O MUTUAL FUNDS | | 138,795.912 | | 10.35 | % |
| | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO DELAWARE MGMT | | | | | |
| | | | HOLDINGS INC | | | | | |
| | | | EMP 401K ACCOUNT | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Mid Cap Value | | I | | C/O MUTUAL FUNDS | | 225,477.509 | | 16.82 | % |
| | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NTL LIFE INS CO | | | | | |
| | | | AGT SVGS PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Mid Cap Value | | I | | C/O MUTUAL FUNDS | | 942,782.041 | | 70.32 | % |
| | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NATL CORP | | | | | |
| | | | EMP SVGS & RET PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Mid Cap Value | | R | | DELAWARE MANAGEMENT | | 1.006 | | 31.20 | % |
| | | | BUSINESS TRUST - DIA | | | | | |
| | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
P-22
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware Mid Cap Value | | R | | DELAWARE SERVICE CO | | 1.106 | | 34.31 | % |
| | | | CONTROL ACCOUNT | | | | | |
| | | | ATTN PATRICK DWYER | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Mid Cap Value | | R | | DELAWARE SERVICE CO | | 1.112 | | 34.49 | % |
| | | | CONTROL ACCOUNT | | | | | |
| | | | ATTN PATRICK DWYER | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Minnesota | | C | | MLPF&S FOR THE SOLE | | 145,763.514 | | 5.76 | % |
High-Yield Municipal | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
Bond Fund | | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Moderate | | A | | PIMS/PRUDENTIAL RETIREMENT AS | | 1,776,824.575 | | 8.81 | % |
Allocation Portfolio | | | | NOMINEE FOR THE TTEE/CUST PL | | | | | |
| | | | HOAG SHELTERED SAVS PLAN | | | | | |
| | | | 1 HOAG DR | | | | | |
| | | | NEWPORT BEACH CA 92663-4162 | | | | | |
Delaware Moderate | | B | | MLPF&S FOR THE SOLE | | 45,923.205 | | 7.05 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Moderate | | C | | MLPF&S FOR THE SOLE | | 102,108.604 | | 9.84 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Moderate | | I | | C/O MUTUAL FUNDS | | 311,722.768 | | 8.33 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NTL LIFE INS CO | | | | | |
| | | | AGT SVGS PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Moderate | | I | | RS DMC EMPLOYEE MPP PLAN | | 360,672.708 | | 9.64 | % |
Allocation Portfolio | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | MPP TRUST | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
P-23
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware Moderate | | I | | C/O MUTUAL FUNDS | | 2,901,653.077 | | 77.54 | % |
Allocation Portfolio | | | | WILMINGTON TRUST CO TTEE | | | | | |
| | | | FBO LINCOLN NATL CORP | | | | | |
| | | | EMP SVGS & RET PL | | | | | |
| | | | PO BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware Moderate | | R | | MG TRUST CO TRUSTEE | | 10,753.386 | | 6.39 | % |
Allocation Portfolio | | | | UNITED COMMUNITY BANK 401K | | | | | |
| | | | PS PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Moderate | | R | | FRONTIER TRUST CO | | 11,241.773 | | 6.69 | % |
Allocation Portfolio | | | | FBO OMNIBUS-VARIOUS | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware Moderate | | R | | MG TRUST CO CUST | | 21,272.341 | | 12.65 | % |
Allocation Portfolio | | | | FBO JOHN CIPOLLONE INC | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Moderate | | R | | MLPF&S FOR THE SOLE | | 108,109.957 | | 64.29 | % |
Allocation Portfolio | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware National High- | | A | | MLPF&S FOR THE SOLE | | 460,900.745 | | 6.15 | % |
Yield Municipal Bond | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
Fund | | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware National High- | | A | | FIRST CLEARING, LLC | | 491,982.027 | | 6.56 | % |
Yield Municipal Bond | | | | JUANITA DALY & | | | | | |
Fund | | | | CARLO TORESANI JT WROS | | | | | |
| | | | 1200 RANCHO CIR | | | | | |
| | | | LAS VEGAS NV 89107 | | | | | |
Delaware National High- | | B | | CITIGROUP GLOBAL | | 17,029.211 | | 9.91 | % |
Yield Municipal Bond | | | | MARKETS, INC. | | | | | |
Fund | | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
P-24
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware National High- | | B | | MLPF&S FOR THE SOLE | | 50,308.132 | | 29.27 | % |
Yield Municipal Bond | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
Fund | | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware National High- | | C | | CITIGROUP GLOBAL | | 84,495.021 | | 10.10 | % |
Yield Municipal Bond | | | | MARKETS, INC. | | | | | |
Fund | | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware National High- | | C | | MLPF&S FOR THE SOLE | | 214,824.839 | | 25.69 | % |
Yield Municipal Bond | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
Fund | | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware National High- | | I | | DMH CORP | | 136.513 | | 98.95 | % |
Yield Municipal Bond | | | | ATTN RICK SALUS | | | | | |
Fund | | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware REIT Fund | | A | | WILMINGTON TRUST CO TTEE | | 791,631.516 | | 9.35 | % |
| | | | FBO VIRTUA 401(K) SAVS PLN | | | | | |
| | | | C/O MUTUAL FUNDS | | | | | |
| | | | P O BOX 8880 | | | | | |
| | | | WILMINGTON DE 19899-8880 | | | | | |
Delaware REIT Fund | | C | | MLPF&S FOR THE SOLE | | 224,397.521 | | 9.93 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware REIT Fund | | C | | CITIGROUP GLOBAL | | 247,756.670 | | 10.96 | % |
| | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware REIT Fund | | R | | RELIANCE TRUST CO | | 26,006.691 | | 5.13 | % |
| | | | FBO PARKER MCCAY & CRISCU | | | | | |
| | | | 401K PO BOX 48529 | | | | | |
| | | | ATLANTA GA 30362-1529 | | | | | |
Delaware REIT Fund | | R | | MLPF&S FOR THE SOLE | | 28,637.318 | | 5.64 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
P-25
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware REIT Fund | | R | | MG TRUST COMPANY | | 39,857.674 | | 7.85 | % |
| | | | CUST FBO PRICE RIVER WATER | | | | | |
| | | | IMPROVEMENT | | | | | |
| | | | DISTRICT RETIREMENT PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Select Growth | | A | | CITIGROUP GLOBAL | | 322,565.776 | | 5.58 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Select Growth | | A | | MLPF&S FOR THE SOLE | | 338,085.449 | | 5.85 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Select Growth | | C | | CITIGROUP GLOBAL | | 115,089.170 | | 8.52 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Select Growth | | C | | MLPF&S FOR THE SOLE | | 267,526.144 | | 19.81 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Select Growth | | I | | RS DMC EMPLOYEE MPP PLAN | | 266,226.705 | | 9.53 | % |
Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | MPP TRUST | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
Delaware Select Growth | | I | | GPC AS AGENT FOR | | 378,404.844 | | 13.55 | % |
Fund | | | | RELIANCE TRUST COMPANY | | | | | |
| | | | FBO DEAN FOODS 401K PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Select Growth | | I | | EDWARD D JONES & CO | | 2,346,971.458 | | 84.04 | % |
Fund | | | | ATTN MUTUAL FUND | | | | | |
| | | | SHAREHOLDER ACCOUNTING | | | | | |
| | | | 201 PROGRESS PKWY | | | | | |
| | | | MARYLAND HTS MO 63043 | | | | | |
P-26
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware Select Growth | | R | | MG TRUST COMPANY TRUSTEE | | 1,965.947 | | 5.52 | % |
Fund | | | | KINGS OF NEW CASTLE | | | | | |
| | | | 700 17TH STREET - SUITE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Select Growth | | R | | MG TRUST CO TRUSTEE | | 3,160.773 | | 8.88 | % |
Fund | | | | UNITED COMMUNITY BANK | | | | | |
| | | | 401K PS PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Select Growth | | R | | RELIANCE TRUST CO | | 3,363.365 | | 9.45 | % |
Fund | | | | FBO RELIANCE TRADING CORP | | | | | |
| | | | 401K PO BOX 48529 | | | | | |
| | | | ATLANTA GA 30362-1529 | | | | | |
Delaware Select Growth | | R | | RELIANCE TRUSTCO | | 4,478.672 | | 12.58 | % |
Fund | | | | FBO FIRST MED IMMEDIATE MED | | | | | |
| | | | 401K PO BOX 48529 | | | | | |
| | | | ATLANTA GA 30362-1529 | | | | | |
Delaware Select Growth | | R | | MG TRUST CO | | 5,156.870 | | 14.49 | % |
Fund | | | | CUST FBO OMAHA NEON | | | | | |
| | | | SIGN INC | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Select Growth | | R | | MLPF&S FOR THE SOLE | | 12,623.771 | | 35.46% | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Small Cap Core | | A | | MLPF&S FOR THE SOLE | | 338,437.179 | | 14.04 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Small Cap Core | | C | | MLPF&S FOR THE SOLE | | 312,373.501 | | 31.76 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Small Cap Core | | I | | HOD CARRIERS LOCAL #270 | | 203,292.627 | | 6.03 | % |
Fund | | | | PENSION TRUST FUND | | | | | |
| | | | 633 BATTERY ST FL 2 | | | | | |
| | | | SAN FRANCISCO CA 94111-1815 | | | | | |
P-27
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware Small Cap Core | | I | | WACHOVIA BANK | | 214,397.419 | | 6.36 | % |
Fund | | | | FBO VARIOUS | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | 1525 WEST WT HARRIS BLVD | | | | | |
| | | | CHARLOTTE NC 28288-0001 | | | | | |
Delaware Small Cap Core | | I | | UNION BANK TR NOMINEE | | 432,234.293 | | 12.82 | % |
Fund | | | | FBO CITRUS AVOCADO PENSION | | | | | |
| | | | FUND | | | | | |
| | | | TAFT HARTLEY RET PLAN | | | | | |
| | | | PO BOX 85484 | | | | | |
| | | | SAN DIEGO CA 92186-5484 | | | | | |
Delaware Small Cap Core | | I | | LINCOLN NATIONAL LIFE | | 505,204.886 | | 14.98 | % |
Fund | | | | INS COMPANY | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware Small Cap Core | | I | | UBATCO & CO | | 1,176,793.386 | | 34.89 | % |
Fund | | | | FBO COLLEGE SAVINGS GROUP | | | | | |
| | | | PO BOX 82535 | | | | | |
| | | | LINCOLN NE 68501-2535 | | | | | |
Delaware Small Cap Core | | R | | GPC AGENT FOR | | 26,326.572 | | 5.89 | % |
Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO DAVID K & ELLENM SCHMITZ | | | | | |
| | | | 401K PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Small Cap Core | | R | | FRONTIER TRUST CO | | 40,949.210 | | 9.17 | % |
Fund | | | | FBO NAGEL PRECISION INC | | | | | |
| | | | PS 401K PLAN | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware Small Cap Core | | R | | ING | | 45,452.151 | | 10.17 | % |
Fund | | | | ENHANCED K-CHOICE | | | | | |
| | | | TRUSTEE: RELIANCE TRUST CO | | | | | |
| | | | 400 ATRIUM DRIVE | | | | | |
| | | | SOMERSET NJ 08873 | | | | | |
Delaware Small Cap Core | | R | | LINCOLN NATIONAL LIFE | | 61,155.360 | | 13.69 | % |
Fund | | | | INS COMPANY | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware Small Cap Core | | R | | STATE STREET BANK & | | 68,001.652 | | 15.22 | % |
Fund | | | | TRUST CO | | | | | |
| | | | FBO VARIOUS SYMETRA | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 12770 | | | | | |
| | | | OVERLAND PARK KS 66282-2770 | | | | | |
P-28
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
| | | | | | | | | |
Delaware Small Cap | | A | | FRONTIER TRUST CO | | 54,439.229 | | 7.14 | % |
Growth Fund | | | | FBO VALERUS | | | | | |
| | | | 401K SAVS PLAN | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware Small Cap | | A | | MLPF&S FOR THE SOLE | | 54,638.434 | | 7.17 | % |
Growth Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Small Cap | | B | | FIRST CLEARING LLC | | 9,336.495 | | 5.03 | % |
Growth Fund | | | | LAUREN M NISWENDER IRA | | | | | |
| | | | FCC AS CUSTODIAN | | | | | |
| | | | 6615 STEINBECK CT | | | | | |
| | | | N RIDGEVILLE OH 44039-3363 | | | | | |
Delaware Small Cap | | C | | MLPF&S FOR THE SOLE | | 120,379.051 | | 24.94 | % |
Growth Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Small Cap | | I | | DMTC C/F THE ROLLOVER IRA OF | | 65.445 | | 94.12 | % |
Growth Fund | | | | PATRICIA POLONY | | | | | |
| | | | WHITEHALL PA 18052 | | | | | |
Delaware Small Cap | | R | | GPC AS AGENT FOR | | 6,795.422 | | 5.47 | % |
Growth Fund | | | | RELIANCE TRUST COMPANY | | | | | |
| | | | FBO OB-GYNE OF LAKE FOREST | | | | | |
| | | | EES PS & SAV T | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Small Cap | | R | | RELIANCE TRUST CO | | 8,995.554 | | 7.24 | % |
Growth Fund | | | | CUST FBO DRESILKER ELECTRIC | | | | | |
| | | | MOTORS | | | | | |
| | | | PO BOX 48529 | | | | | |
| | | | ATLANTA GA 30362-1529 | | | | | |
Delaware Small Cap | | R | | GPC SECURITIES INC AGENT FOR | | 9,924.912 | | 7.99 | % |
Growth Fund | | | | RELIANCE TRUST CO | | | | | |
| | | | FBO GILSANZ MURRAY & STEFICEK | | | | | |
| | | | 401K PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Small Cap | | R | | MLPF&S FOR THE SOLE | | 10,216.590 | | 8.23 | % |
Growth Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
P-29
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware Small Cap | | R | | FRONTIER TRUST CO | | 11,413.575 | | 9.19 | % |
Growth Fund | | | | FBO SBWV ARCHITECTS INC 401K | | | | | |
| | | | PLAN | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware Small Cap | | R | | RON BECKER | | 16,519.338 | | 13.30 | % |
Growth Fund | | | | FBO ALL SEASONS | | | | | |
| | | | MARKETING INC | | | | | |
| | | | 401K PSP & TRUST | | | | | |
| | | | 10001 W ROOSEVELT RD STE 308 | | | | | |
| | | | WESTCHESTER IL 60154-2662 | | | | | |
Delaware Small Cap | | A | | MLPF&S FOR THE SOLE | | 546,365.178 | | 6.04 | % |
Value Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Small Cap | | C | | CITIGROUP GLOBAL | | 163,385.511 | | 8.38 | % |
Value Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Small Cap | | C | | MLPF&S FOR THE SOLE | | 502,256.118 | | 25.77 | % |
Value Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Small Cap | | I | | NFS LLC | | 34,727.072 | | 7.54 | % |
Value Fund | | | | FEBO RELIANCE TRUST TTEE | | | | | |
| | | | PHILADELPHIA GAS WORKS | | | | | |
| | | | DEFERRED COMP PL | | | | | |
| | | | 800 W MONTGOMERY AVE | | | | | |
| | | | PHILADELPHIA PA 19122 | | | | | |
Delaware Small Cap | | I | | NY LIFE TRUST COMPANY | | 143,381.142 | | 31.15 | % |
Value Fund | | | | 169 LACKAWANNA AVE | | | | | |
| | | | PARSIPPANY NJ 07054-1007 | | | | | |
Delaware Small Cap | | I | | RS DMC EMPLOYEE MPP PLAN | | 210,578.743 | | 45.75 | % |
Value Fund | | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | EMPLOYEE MONEY PURCHASE | | | | | |
| | | | PENSION | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
P-30
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware Small Cap | | R | | MLPF&S FOR THE SOLE | | 216,746.044 | | 34.94% | |
Value Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | A | | MLPF&S FOR THE SOLE | | 582,846.383 | | 5.73% | |
Arizona Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | B | | MLPF&S FOR THE SOLE | | 76,735.280 | | 12.83% | |
Arizona Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | C | | MLPF&S FOR THE SOLE | | 179,853.329 | | 27.78% | |
Arizona Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | A | | MLPF&S FOR THE SOLE | | 656,398.363 | | 11.06% | |
California Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | A | | CITIGROUP GLOBAL | | 824,212.722 | | 13.89% | |
California Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free | | B | | WELLS FARGO INVSTMNTS LLC | | 25,886.056 | | 5.48% | |
California Fund | | | | 625 MARQUETTE AVE FL 13 | | | | | |
| | | | MINNEAPOLIS MN 55402 | | | | | |
Delaware Tax-Free | | B | | RBC CAPITAL MARKETS CORP | | 33,421.165 | | 7.08% | |
California Fund | | | | FBO BEVERLY | | | | | |
| | | | FISCHGRUND TTEE | | | | | |
| | | | FISCHGRUND TRUST | | | | | |
| | | | 1025 N CRESCENT DR | | | | | |
| | | | BEVERLY HILLS CA 90210 | | | | | |
Delaware Tax-Free | | B | | WELLS FARGO INVSTMNTS LLC | | 45,388.933 | | 9.62% | |
California Fund | | | | 608 2ND AVE S FL 8 | | | | | |
| | | | MINNEAPOLIS MN 55402 | | | | | |
P-31
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
| | | | | | | | | |
Delaware Tax-Free | | B | | CITIGROUP GLOBAL | | 83,964.999 | | 17.79 | % |
California Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free | | C | | CHARLES SCHWAB & CO INC | | 95,960.272 | | 7.50 | % |
California Fund | | | | SPECIAL CUSTODY ACCT | | | | | |
| | | | FBO CUSTOMERS | | | | | |
| | | | ATTN MUTUAL FUNDS | | | | | |
| | | | 101 MONTGOMERY ST | | | | | |
| | | | SAN FRANCISCO CA 94104-4151 | | | | | |
Delaware Tax-Free | | C | | CITIGROUP GLOBAL | | 121,714.838 | | 9.51 | % |
California Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free | | C | | MLPF&S FOR THE SOLE | | 379,533.779 | | 29.67 | % |
California Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | B | | MS&CO | | 14,444.904 | | 5.24 | % |
Colorado Fund | | | | FBO PATRICK C ALLEN | | | | | |
| | | | 2468 LOGAN DR | | | | | |
| | | | LOVELAND CO 80538 | | | | | |
Delaware Tax-Free | | B | | MLPF&S FOR THE SOLE | | 20,466.733 | | 7.43 | % |
Colorado Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | B | | ESTELLE R GOLDSTEIN TTEE OF | | 23,508.305 | | 8.54 | % |
Colorado Fund | | | | THE GOLDSTEIN | | | | | |
| | | | FAMILY TRUST A | | | | | |
| | | | 3260 NORTH 12TH STREET | | | | | |
| | | | GRAND JUNCTION CO 81506 | | | | | |
Delaware Tax-Free | | B | | NFS LLC | | 27,004.545 | | 9.80 | % |
Colorado Fund | | | | FEBO FORREST & ANNETTE MEYER | | | | | |
| | | | REVOC | | | | | |
| | | | EDWARD R MEYER | | | | | |
| | | | 6250 S IOLA CT | | | | | |
| | | | ENGLEWOOD CO 80111 | | | | | |
P-32
Fund Name | | Class | | Shareholders Name and Address | | Total Shares | | Percentage |
Delaware Tax-Free | | C | | MLPF&S FOR THE SOLE | | 175,947.437 | | 16.93 | % |
Colorado Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free Idaho | | A | | UBS FINANCIAL SERVICES INC. | | 371,884.662 | | 5.16 | % |
Fund | | | | FBO GROSS FAMILY | | | | | |
| | | | LIMITED PARTNERSHIP | | | | | |
| | | | 2455 E WOODSTONE DR | | | | | |
| | | | HAYDEN ID 83835 | | | | | |
Delaware Tax-Free Idaho | | A | | MLPF&S FOR THE SOLE | | 377,329.797 | | 5.24 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free Idaho | | B | | WELLS FARGO INVSTMNTS LLC | | 15,808.100 | | 5.40 | % |
Fund | | | | 608 2ND AVE S FL 8 | | | | | |
| | | | MINNEAPOLIS MN 55402 | | | | | |
Delaware Tax-Free Idaho | | C | | MLPF&S FOR THE SOLE | | 130,152.903 | | 9.48 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | B | | MLPF&S FOR THE SOLE | | 81,972.288 | | 10.36 | % |
Minnesota Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | C | | MLPF&S FOR THE SOLE | | 283,401.592 | | 10.48 | % |
Minnesota Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | B | | U S BANCORP INVSTMNTS INC | | 2,230.909 | | 7.66 | % |
Minnesota Intermediate | | | | 60 LIVINGSTON AVE | | | | | |
Fund | | | | SAINT PAUL MN 55107 | | | | | |
Delaware Tax-Free | | B | | IRENE EILBERT REV TR | | 4,361.373 | | 14.97 | % |
Minnesota Intermediate | | | | NORTH MANKATO MN 56003 | | | | | |
Fund | | | | | | | | | |
Delaware Tax-Free | | B | | U S BANCORP INVSTMNTS INC | | 4,970.089 | | 17.05 | % |
Minnesota Intermediate | | | | 60 LIVINGSTON AVE | | | | | |
Fund | | | | SAINT PAUL MN 55107 | | | | | |
Delaware Tax-Free | | B | | U S BANCORP INVSTMNTS INC | | 11,116.519 | | 38.15 | % |
Minnesota Intermediate | | | | 60 LIVINGSTON AVE | | | | | |
Fund | | | | SAINT PAUL MN 55107 | | | | | |
P-33
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Tax-Free | | A | | BARBARA GOODFRIEND | | 1,180,225.060 | | 9.39 | % |
Money Fund | | | | AND ELLIOTT GOODFRIEND | | | | | |
| | | | VOORHEES NJ 08043 | | | | | |
Delaware Tax-Free | | CC | | NANCY RHOADES | | 29,488.200 | | 5.40 | % |
Money Fund | | | | ATLANTA GA 30309 | | | | | |
Delaware Tax-Free | | CC | | GREGORY OBRIEN | | 49,876.580 | | 9.14 | % |
Money Fund | | | | AND SHARON OBRIEN | | | | | |
| | | | MEDIA PA 19063 | | | | | |
Delaware Tax-Free | | CC | | GARY A THOMAS | | 83,399.070 | | 15.28 | % |
Money Fund | | | | CAMP HILL PA 17011 | | | | | |
Delaware Tax-Free | | CC | | EDWARD J NOLAN AND | | 199,164.920 | | 36.50 | % |
Money Fund | | | | GERTRUDE J NOLAN JT WROS | | | | | |
| | | | GLENSIDE PA 19038 | | | | | |
Delaware Tax-Free New | | A | | MLPF&S FOR THE SOLE | | 172,397.464 | | 8.30 | % |
York Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free New | | A | | ROBERTA B WENDEL | | 191,883.491 | | 9.24 | % |
York Fund | | | | ITHACA NY 14850 | | | | | |
Delaware Tax-Free New | | B | | FIRST CLEARING, LLC | | 6,231.980 | | 6.23 | % |
York Fund | | | | BRYNA COOK SERRAO & | | | | | |
| | | | JOSEPH SERRAO JT TEN | | | | | |
| | | | 450 CLINTON ST | | | | | |
| | | | BROOKLYN NY 11231 | | | | | |
Delaware Tax-Free New | | B | | CHARLES SCHWAB & CO INC | | 7,216.165 | | 7.21 | % |
York Fund | | | | SPECIAL CUSTODY ACCT | | | | | |
| | | | FBO CUSTOMERS | | | | | |
| | | | ATTN MUTUAL FUNDS | | | | | |
| | | | 101 MONTGOMERY ST | | | | | |
| | | | SAN FRANCISCO CA 94104-4151 | | | | | |
Delaware Tax-Free New | | B | | MS&CO | | 8,264.442 | | 8.26 | % |
York Fund | | | | FBO PETER M HOROWITZ | | | | | |
| | | | 376 PRESIDENT ST | | | | | |
| | | | BROOKLYN NY 11231 | | | | | |
Delaware Tax-Free New | | B | | ALLISON DESALVO | | 9,376.457 | | 9.37 | % |
York Fund | | | | SMITHTOWN NY 11787 | | | | | |
Delaware Tax-Free New | | B | | EDWARD H NELSON | | 10,774.465 | | 10.76 | % |
York Fund | | | | STATEN ISLAND NY 10312 | | | | | |
Delaware Tax-Free New | | B | | NFS LLC | | 16,460.973 | | 16.45 | % |
York Fund | | | | FEBO PAT PASSLOF | | | | | |
| | | | 80 FORSYTH ST | | | | | |
| | | | NEW YORK NY 10002 | | | | | |
P-34
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Tax-Free New | | B | | MLPF&S FOR THE SOLE | | 21,969.776 | | 21.95 | % |
York Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free New | | C | | NFS LLC | | 67,552.600 | | 14.37 | % |
York Fund | | | | FEBO BANK OF AMERICA NA | | | | | |
| | | | IM JANE STEIN | | | | | |
| | | | PO BOX 831575 | | | | | |
| | | | DALLAS TX 75283-1575 | | | | | |
Delaware Tax-Free New | | C | | MLPF&S FOR THE SOLE | | 265,829.154 | | 56.55 | % |
York Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | A | | MLPF&S FOR THE SOLE | | 3,535,263.144 | | 5.59 | % |
Pennsylvania Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free | | A | | CITIGROUP GLOBAL | | 3,786,672.511 | | 5.99 | % |
Pennsylvania Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free | | B | | CITIGROUP GLOBAL | | 51,148.441 | | 7.45 | % |
Pennsylvania Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free | | C | | DAVID N ARMS AND | | 86,377.509 | | 5.25 | % |
Pennsylvania Fund | | | | JANET E ARMS JT WROS | | | | | |
| | | | PERKIOMENVLLE PA 18074 | | | | | |
Delaware Tax-Free | | C | | MLPF&S FOR THE SOLE | | 164,296.944 | | 9.99 | % |
Pennsylvania Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free USA | | A | | CITIGROUP GLOBAL | | 3,183,822.607 | | 6.45 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
P-35
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Tax-Free USA | | B | | CITIGROUP GLOBAL | | 60,119.978 | | 7.93 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free USA | | B | | MLPF&S FOR THE SOLE | | 104,465.691 | | 13.79 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free USA | | C | | CITIGROUP GLOBAL | | 104,007.241 | | 5.68 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free USA | | C | | MLPF&S FOR THE SOLE | | 656,711.145 | | 35.84 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free USA | | I | | DMH CORP | | 102.392 | | 98.28 | % |
Fund | | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware Tax-Free USA | | A | | MLPF&S FOR THE SOLE | | 8,580,822.267 | | 22.28 | % |
Intermediate Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free USA | | B | | CARMEN S OEFINGER | | 3,994.781 | | 5.23 | % |
Intermediate Fund | | | | THE VILLAGES FL 32162 | | | | | |
Delaware Tax-Free USA | | B | | RICHARD J POSTHAUER | | 4,819.433 | | 6.31 | % |
Intermediate Fund | | | | ELEANOR P POSTHAUER | | | | | |
| | | | BABYLON NY 11702 | | | | | |
Delaware Tax-Free USA | | B | | CITIGROUP GLOBAL | | 14,855.685 | | 19.45 | % |
Intermediate Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free USA | | B | | MLPF&S FOR THE SOLE | | 16,985.453 | | 22.24 | % |
Intermediate Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
P-36
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Tax-Free USA | | C | | CITIGROUP GLOBAL | | 332,432.239 | | 9.95 | % |
Intermediate Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Tax-Free USA | | C | | MLPF&S FOR THE SOLE | | 1,253,729.520 | | 37.54 | % |
Intermediate Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Tax-Free USA | | I | | DMH CORP | | 94.476 | | 98.18 | % |
Intermediate Fund | | | | ATTN RICK SALUS | | | | | |
| | | | 2005 MARKET ST FL 9 | | | | | |
| | | | PHILADELPHIA PA 19103-7007 | | | | | |
Delaware Trend®Fund | | A | | MLPF&S FOR THE SOLE | | 1,803,920.632 | | 7.80 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Trend Fund | | B | | MLPF&S FOR THE SOLE | | 214,663.705 | | 11.69 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Trend Fund | | C | | CITIGROUP GLOBAL | | 169,468.197 | | 5.08 | % |
| | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Trend Fund | | C | | MLPF&S FOR THE SOLE | | 914,183.401 | | 27.41 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Trend Fund | | I | | RS DMC EMPLOYEE MPP PLAN | | 311,233.476 | | 17.67 | % |
| | | | DELAWARE MANAGEMENT CO | | | | | |
| | | | EMPLOYEE MONEY PURCHASE | | | | | |
| | | | PENSION | | | | | |
| | | | C/O RICK SEIDEL | | | | | |
| | | | 2005 MARKET ST | | | | | |
| | | | PHILADELPHIA PA 19103-7042 | | | | | |
P-37
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Trend® Fund | | I | | MLPF&S FOR THE SOLE | | 514,839.061 | | 29.24 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Trend Fund | | I | | NFS LLC FEBO FIIOC AGENT FBO | | 991,776.021 | | 56.32 | % |
| | | | QUALIFIED EMPLOYEE | | | | | |
| | | | PLANS 401K FINOPS-IC FUNDS | | | | | |
| | | | 100 MAGELLAN WAY #KW1C | | | | | |
| | | | COVINGTON KY 41015-1987 | | | | | |
Delaware Trend Fund | | R | | GPC SECURITIES INC AGENT FOR | | 11,100.466 | | 5.74 | % |
| | | | RELIANCE TRUST CO | | | | | |
| | | | FBO TRANSITION PARTNERS 401K | | | | | |
| | | | PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Trend Fund | | R | | MLPF&S FOR THE SOLE | | 129,970.646 | | 67.22 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware U.S. Growth | | A | | PRUDENTIAL INVESTMENT MGMT | | 3,875,753.446 | | 32.17 | % |
Fund | | | | SVC | | | | | |
| | | | FBO MUTUAL FUND CLIENTS | | | | | |
| | | | MAIL STOP NJ 05-11-20 | | | | | |
| | | | 3 GATEWAY CTR FL 11 | | | | | |
| | | | 100 MULBERRY ST | | | | | |
| | | | NEWARK NJ 07102-4000 | | | | | |
Delaware U.S. Growth | | B | | CITIGROUP GLOBAL | | 63,383.338 | | 9.73 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware U.S. Growth | | C | | CITIGROUP GLOBAL | | 105,861.260 | | 8.03 | % |
Fund | | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware U.S. Growth | | C | | MLPF&S FOR THE SOLE | | 170,818.354 | | 12.96 | % |
Fund | | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
P-38
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware U.S. Growth | | I | | FIRST CLEARING LLC | | 2,140,117.213 | | 5.25 | % |
Fund | | | | O’MELVENY & MYERS LLP | | | | | |
| | | | RET COMM TTEE DB PLAN | | | | | |
| | | | 400 SOUTH HOPE STREET | | | | | |
| | | | LOS ANGELES CA 90071 | | | | | |
Delaware U.S. Growth | | I | | C/O M&I TRUST CO NA | | 4,384,349.676 | | 10.76 | % |
Fund | | | | ATTN MF VALLEE & CO | | | | | |
| | | | FBO VA | | | | | |
| | | | 11270 W PARK PL STE 400 | | | | | |
| | | | MILWAUKEE WI 53224-3638 | | | | | |
Delaware U.S. Growth | | I | | PRUDENTIAL INVESTMENT MGMT | | 11,270,617.295 | | 27.67 | % |
Fund | | | | SVC | | | | | |
| | | | FBO MUTUAL FUND CLIENTS | | | | | |
| | | | MAIL STOP NJ 05-11-20 | | | | | |
| | | | 3 GATEWAY CTR FL 11 | | | | | |
| | | | 100 MULBERRY ST | | | | | |
| | | | NEWARK NJ 07102 | | | | | |
Delaware U.S. Growth | | R | | ING | | 19,691.074 | | 6.26 | % |
Fund | | | | ENHANCED K-CHOICE | | | | | |
| | | | TRUSTEE: RELIANCE TRUST CO | | | | | |
| | | | 400 ATRIUM DRIVE | | | | | |
| | | | SOMERSET NJ 08873 | | | | | |
Delaware U.S. Growth | | R | | FRONTIER TRUST CO | | 23,537.445 | | 7.49 | % |
Fund | | | | FBO OMNIBUS-VARIOUS | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 10758 | | | | | |
| | | | FARGO ND 58106-0758 | | | | | |
Delaware U.S. Growth | | R | | LINCOLN LIFE & ANNUITY | | 26,031.073 | | 8.28 | % |
Fund | | | | CO OF NY | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware U.S. Growth | | R | | LINCOLN NATIONAL LIFE | | 53,401.884 | | 16.98 | % |
Fund | | | | INS COMPANY | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware U.S. Growth | | R | | STATE STREET BANK & | | 134,650.077 | | 42.82 | % |
Fund | | | | TRUST CO | | | | | |
| | | | FBO VARIOUS SYMETRA | | | | | |
| | | | RETIREMENT PLANS | | | | | |
| | | | PO BOX 12770 | | | | | |
| | | | OVERLAND PARK KS 66282-2770 | | | | | |
Delaware Value®Fund | | A | | MLPF&S FOR THE SOLE | | 1,766,846.486 | | 5.21 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
P-39
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Value® Fund | | B | | CITIGROUP GLOBAL | | 23,132.298 | | 5.91 | % |
| | | | MARKETS, INC. | | | | | |
| | | | ATTN: PETER BOOTH, 7TH FL | | | | | |
| | | | 333 W 34TH ST | | | | | |
| | | | NEW YORK NY 10001-2402 | | | | | |
Delaware Value Fund | | B | | MLPF&S FOR THE SOLE | | 128,158.877 | | 32.77 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Value Fund | | C | | MLPF&S FOR THE SOLE | | 1,694,544.475 | | 58.97 | % |
| | | | BENEFIT OF ITS CUSTOMERS | | | | | |
| | | | ATTENTION: FUND ADMIN | | | | | |
| | | | 4800 DEER LAKE DR E, 2ND FL | | | | | |
| | | | JACKSONVILLE FL 32246-6484 | | | | | |
Delaware Value Fund | | I | | PATTERSON & CO | | 1,780,688.774 | | 23.96 | % |
| | | | OMNIBUS CASH ACCOUNT | | | | | |
| | | | 1525 WEST W T HARRIS BLVD | | | | | |
| | | | CHARLOTTE NC 28288 | | | | | |
Delaware Value Fund | | I | | PRUDENTIAL INVESTMENT MGMT | | 4,832,329.743 | | 65.01 | % |
| | | | SVC | | | | | |
| | | | FBO MUTUAL FUND CLIENTS | | | | | |
| | | | MAIL STOP NJ 05-11-20 | | | | | |
| | | | 3 GATEWAY CTR FL 11 | | | | | |
| | | | 100 MULBERRY ST | | | | | |
| | | | NEWARK NJ 07102 | | | | | |
Delaware Value Fund | | R | | GPC AS AGENT FOR | | 12,299.524 | | 5.85 | % |
| | | | RELIANCE TRUST COMPANY | | | | | |
| | | | FBO WILLIAMS MACHINE & TOOL | | | | | |
| | | | 401(K) PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Value Fund | | R | | GPC SECURITIES INC AGENT FOR | | 12,815.720 | | 6.09 | % |
| | | | RELIANCE TRUST CO | | | | | |
| | | | FBO ENGLAND THIMS & MILLER | | | | | |
| | | | INC 401K | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
Delaware Value Fund | | R | | GPC SECURITIES INC AGENT FOR | | 14,146.063 | | 6.72 | % |
| | | | RELIANCE TRUST CO | | | | | |
| | | | FBO WEST HILLS DEVELOPMENT | | | | | |
| | | | CO 401K PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
P-40
| | | | Shareholders | | | | | |
Fund Name | | Class | | Name and Address | | Total Shares | | Percentage |
Delaware Value® Fund | | R | | MG TRUST CO | | 14,909.927 | | 7.09 | % |
| | | | CUST FBO AZUR | | | | | |
| | | | PHARMA 401K PS PLAN | | | | | |
| | | | 700 17TH ST STE 300 | | | | | |
| | | | DENVER CO 80202-3531 | | | | | |
Delaware Value Fund | | R | | LINCOLN NATIONAL LIFE | | 41,369.727 | | 19.66 | % |
| | | | INS COMPANY | | | | | |
| | | | 1300 S CLINTON ST | | | | | |
| | | | FORT WAYNE IN 46802-3506 | | | | | |
Delaware Value Fund | | R | | GPC SECURITIES INC AGENT FOR | | 48,619.364 | | 23.11 | % |
| | | | RELIANCE TRUST CO | | | | | |
| | | | FBO BLACK STONE ENERGY CO | | | | | |
| | | | 401(K) PLAN | | | | | |
| | | | PO BOX 79377 | | | | | |
| | | | ATLANTA GA 30357-7377 | | | | | |
____________________
1 | | All classes of Delaware Foundation®Equity Fund and Class R shares of Delaware Emerging Markets Fund commenced operations on August 31, 2009 and therefore are not included in the table below. |
P-41
SCHEDULE A |
Trust | | Funds |
Delaware Group® Adviser Funds | | Delaware Diversified Income Fund |
| | Delaware U.S. Growth Fund |
Delaware Group Cash Reserve | | Delaware Cash Reserve Fund |
Delaware Group Equity Funds I | | Delaware Mid Cap Value Fund |
Delaware Group Equity Funds II | | Delaware Large Cap Value Fund |
| | Delaware Value®Fund |
Delaware Group Equity Funds III | | Delaware American Services Fund |
| | Delaware Small Cap Growth Fund |
| | Delaware Trend®Fund |
Delaware Group Equity Funds IV | | Delaware Global Real Estate Securities Fund |
| | Delaware Growth Opportunities Fund |
| | Delaware Healthcare Fund |
Delaware Group Equity Funds V | | Delaware Dividend Income Fund |
| | Delaware Small Cap Core Fund |
| | Delaware Small Cap Value Fund |
Delaware Group Foundation Funds | | Delaware Foundation®Equity Fund |
| | Delaware Aggressive Allocation Portfolio1 |
| | Delaware Conservative Allocation Portfolio2 |
| | Delaware Moderate Allocation Portfolio3 |
Delaware Group Global & | | Delaware Emerging Markets Fund |
International Funds | | Delaware Focus Global Growth Fund |
| | Delaware Global Value Fund |
| | Delaware International Value Equity Fund |
Delaware Group Government Fund | | Delaware Core Plus Bond Fund |
| | Delaware Inflation Protected Bond Fund |
Trust | | Funds |
Delaware Group Income Funds | | Delaware Corporate Bond Fund |
| | Delaware Extended Duration Bond Fund |
| | Delaware High-Yield Opportunities Fund |
Delaware Group Limited-Term Government Funds | | Delaware Limited-Term Diversified Income Fund |
Delaware Group State Tax-Free Income Trust | | Delaware Tax-Free Pennsylvania Fund |
Delaware Group Tax-Free Fund | | Delaware Tax-Free USA Fund |
| | Delaware Tax-Free USA Intermediate Fund |
Delaware Group Tax-Free Money Fund | | Delaware Tax-Free Money Fund |
Delaware Pooled®Trust | | Delaware REIT Fund |
| | (also known as The Real Estate |
| | Investment Trust Portfolio) |
Voyageur Insured Funds | | Delaware Tax-Free Arizona Fund |
Voyageur Intermediate | | Delaware Tax-Free Minnesota |
Tax Free Funds | | Intermediate Fund |
Voyageur Mutual Funds | | Delaware Minnesota High-Yield Municipal Bond Fund |
| | Delaware National High-Yield Municipal Bond Fund |
| | Delaware Tax-Free California Fund |
| | Delaware Tax-Free Idaho Fund |
| | Delaware Tax-Free New York Fund |
Voyageur Mutual Funds II | | Delaware Tax-Free Colorado Fund |
Voyageur Mutual Funds III | | Delaware Large Cap Core Fund |
| | Delaware Select Growth Fund |
Voyageur Tax Free Funds | | Delaware Tax-Free Minnesota Fund |
![](https://capedge.com/proxy/DEF 14A/0001206774-09-001835/gifamilyfunds_def14a15x11x1.jpg)
[Form of Proxy Card]
DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103
[Registrant Listed on Schedule A] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES | JOINT SPECIAL MEETING OF SHAREHOLDERS – NOVEMBER 12, 2009 |
The undersigned hereby revokes all previous proxies for his/her shares and appoints Anthony G. Ciavarelli, David F. Connor, Emilia P. Wang, and Kathryn R. Williams, or any of them, with the right of substitution, proxies of the undersigned at the joint special meeting of shareholders of Delaware Investments® Funds, including shareholders of each registrant (each, a “Trust”) and fund (“Fund”) listed on Schedule A, to be held at the offices of Stradley Ronon Stevens & Young, LLP, One Commerce Square, 2005 Market Street, 21st Floor, Philadelphia, Pennsylvania 19103, on Thursday, November 12, 2009 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 November 12, 2009: the proxy statement is available at www.delawareinvestments.com/proxy. |
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 |
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To vote by Internet |
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1) | Read the Proxy Statement and have the proxy card below at hand. |
2) | Go to websitewww.proxyvote.com. |
3) | Follow the instructions provided on the website. |
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To vote by Telephone |
| |
1) | Read the Proxy Statement and have the proxy card below at hand. |
2) | Call1-800-690-6903. |
3) | Follow the instructions. |
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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. |
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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. |
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Vote on Trustees | | | | |
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1. | | To elect a Board of Trustees for each of the Trusts | FOR | WITHHOLD | FOR ALL |
| | | ALL | ALL | EXCEPT |
| | | Nominees: |
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| | 01) | THOMAS L. BENNETT | | 04) | ANTHONY D. KNERR | | 07) | THOMAS F. MADISON | | | | | |
| | 02) | PATRICK P. COYNE | | 05) | LUCINDA S. LANDRETH | | 08) | JANET L. YEOMANS | | | o | o | o |
| | 03) | JOHN A. FRY | | 06) | ANN R. LEVEN | | 09) | J. RICHARD ZECHER | | | | | |
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| 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. |
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Vote on Approval of Investment Advisory Agreement | | FOR | AGAINST | ABSTAIN |
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2. | | To approve a new investment advisory agreement between each Fund and Delaware Management Company, a series of Delaware Management Business Trust | | o | o | o |
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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. |
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| Signature [PLEASE SIGN WITHIN BOX] | Date | | | | | |