UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: | | 811-04547 |
| | |
Exact name of registrant as specified in charter: | | Voyageur Mutual Funds III |
| | |
Address of principal executive offices: | | 2005 Market Street |
| | Philadelphia, PA 19103 |
| | |
Name and address of agent for service: | | David F. Connor, Esq. |
| | 2005 Market Street |
| | Philadelphia, PA 19103 |
| | |
Registrant’s telephone number, including area code: | | (800) 523-1918 |
| | |
Date of fiscal year end: | | October 31 |
| | |
Date of reporting period: | | April 30, 2014 |
Item 1. Reports to Stockholders
Semiannual report
U.S. core equity mutual fund
Delaware Large Cap Core Fund
April 30, 2014
This Fund is available only to certain residents of certain states.
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in the Fund’s prospectus and its summary prospectus, which may be obtained by visiting delawareinvestments.com or calling 800 523-1918. Investors should read the prospectus and the summary prospectus carefully before investing.
You can obtain shareholder reports and prospectuses online instead of in the mail.
Visit delawareinvestments.com/edelivery.
Experience Delaware Investments
Delaware Investments is committed to the pursuit of consistently superior asset management and unparalleled client service. We believe in our investment processes, which seek to deliver consistent results, and in convenient services that help add value for our clients.
If you are interested in learning more about creating an investment plan, contact your financial advisor.
You can learn more about Delaware Investments or obtain a prospectus for Delaware Large Cap Core Fund at delawareinvestments.com.
Manage your investments online
• | | 24-hour access to your account information |
• | | Check your account balance and recent transactions |
• | | Request statements or literature |
• | | Make purchases and redemptions |
Delaware Management Holdings, Inc. and its subsidiaries (collectively known by the marketing name of Delaware Investments) are wholly owned subsidiaries of Macquarie Group Limited, a global provider of banking, financial, advisory, investment and funds management services.
Investments in Delaware Large Cap Core Fund are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies, including their subsidiaries or related companies (Macquarie Group), and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of the Fund, the repayment of capital from the Fund, or any particular rate of return.
Table of contents
Unless otherwise noted, views expressed herein are current as of April 30, 2014, and subject to change.
Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested.
Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. Delaware Investments, a member of Macquarie Group, refers to Delaware Management Holdings, Inc. and its subsidiaries, including the Fund’s distributor, Delaware Distributors, L.P. Macquarie Group refers to Macquarie Group Limited and its subsidiaries and affiliates worldwide.
©2014 Delaware Management Holdings, Inc.
All third-party marks cited are the property of their respective owners.
Disclosure of Fund expenses
For the six-month period from November 1, 2013 to April 30, 2014 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period from Nov. 1, 2013 to April 30, 2014.
Actual expenses
The first section of the table shown, “Actual Fund return,” provides information about actual account values and actual expenses. You may use the information in this section of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The second section of the table shown, “Hypothetical 5% return,” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The Fund’s expenses shown in the table reflect fee waivers in effect. The expenses shown in the table assume reinvestment of all dividends and distributions.
1
Disclosure of Fund expenses
For the six-month period from November 1, 2013 to April 30, 2014 (Unaudited)
Delaware Large Cap Core Fund
Expense analysis of an investment of $1,000
| | | | | | | | | | | | | | | | | | | | |
| | Beginning Account Value 11/1/13 | | Ending Account Value 4/30/14 | | Annualized Expense Ratio | | Expenses Paid During Period 11/1/13 to 4/30/14* |
Actual Fund return† | | | | | | | | | | | | | | | | | | | | |
Class A | | | $ | 1,000.00 | | | | $ | 1,072.70 | | | | | 0.95 | % | | | $ | 4.88 | |
Institutional Class | | | | 1,000.00 | | | | | 1,072.70 | | | | | 0.95 | % | | | | 4.88 | |
Hypothetical 5% return (5% return before expenses) | | | | | | |
Class A | | | $ | 1,000.00 | | | | $ | 1,020.08 | | | | | 0.95 | % | | | $ | 4.76 | |
Institutional Class | | | | 1,000.00 | | | | | 1,020.08 | | | | | 0.95 | % | | | | 4.76 | |
* “Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
† Because actual returns reflect only the most recent six-month period, the returns shown may differ significantly from fiscal year returns.
2
Security type / sector allocation and
top 10 equity holdings
| | |
Delaware Large Cap Core Fund | | As of April 30, 2014 (Unaudited) |
Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may represent the investment manager’s internal sector classifications, which may result in the sector designations for one fund being different than another fund’s sector designations.
| | | | | | |
Security type / sector | | Percentage of net assets |
Common Stock | | | 99.84 | % | | |
Basic Materials | | | 4.79 | % | | |
Business Services | | | 1.52 | % | | |
Capital Goods | | | 11.32 | % | | |
Communication Services | | | 3.00 | % | | |
Consumer Discretionary | | | 5.45 | % | | |
Consumer Services | | | 1.00 | % | | |
Consumer Staples | | | 7.52 | % | | |
Credit Cyclicals | | | 1.37 | % | | |
Energy | | | 11.28 | % | | |
Financials | | | 16.08 | % | | |
Healthcare | | | 15.20 | % | | |
Media | | | 3.33 | % | | |
Real Estate | | | 0.60 | % | | |
Technology | | | 15.72 | % | | |
Transportation | | | 1.66 | % | | |
Short-Term Investments | | | 1.04 | % | | |
Total Value of Securities | | | 100.88 | % | | |
Liabilities Net of Receivables and Other Assets | | | (0.88 | %) | | |
Total Net Assets | | | 100.00 | % | | |
Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.
| | | | | | |
Top 10 equity holdings | | Percentage of net assets |
United Technologies | | | 3.67 | % | | |
Apple | | | 3.23 | % | | |
Chevron | | | 2.93 | % | | |
Gilead Sciences | | | 2.87 | % | | |
Schlumberger | | | 2.78 | % | | |
Pfizer | | | 2.71 | % | | |
Microsoft | | | 2.36 | % | | |
JPMorgan Chase | | | 2.33 | % | | |
Citigroup | | | 2.23 | % | | |
Wells Fargo | | | 2.06 | % | | |
3
Schedule of investments
| | | | |
Delaware Large Cap Core Fund | | April 30, 2014 (Unaudited) |
| | | | | | | | | | |
| | | | Number of shares | | | Value (U.S. $) | |
| | Common Stock – 99.84% | | | | | | | | |
| | Basic Materials – 4.79% | | | | | | | | |
| | Eastman Chemical | | | 430 | | | $ | 37,483 | |
| | Huntsman | | | 1,140 | | | | 28,557 | |
| | International Paper | | | 420 | | | | 19,593 | |
| | MeadWestvaco | | | 1,170 | | | | 45,712 | |
| | | | | | | | | | |
| | | | | | | | | 131,345 | |
| | | | | | | | | | |
| | Business Services – 1.52% | | | | | | | | |
| | Republic Services | | | 1,190 | | | | 41,757 | |
| | | | | | | | | | |
| | | | | | | | | 41,757 | |
| | | | | | | | | | |
| | Capital Goods – 11.32% | | | | | | | | |
| | Deere | | | 340 | | | | 31,736 | |
| | Eaton | | | 670 | | | | 48,669 | |
| | Esterline Technologies † | | | 183 | | | | 19,951 | |
| | General Electric | | | 1,500 | | | | 40,335 | |
| | Honeywell International | | | 515 | | | | 47,843 | |
| | Parker Hannifin | | | 170 | | | | 21,570 | |
| | United Technologies | | | 850 | | | | 100,581 | |
| | | | | | | | | | |
| | | | | | | | | 310,685 | |
| | | | | | | | | | |
| | Communication Services – 3.00% | | | | | | | | |
| | American Tower | | | 430 | | | | 35,914 | |
| | AT&T | | | 1,300 | | | | 46,410 | |
| | | | | | | | | | |
| | | | | | | | | 82,324 | |
| | | | | | | | | | |
| | Consumer Discretionary – 5.45% | | | | | | | | |
| | DSW Class A | | | 540 | | | | 18,030 | |
| | Macy’s | | | 830 | | | | 47,667 | |
| | Nordstrom | | | 680 | | | | 41,670 | |
| | Tractor Supply | | | 320 | | | | 21,517 | |
| | Urban Outfitters † | | | 580 | | | | 20,680 | |
| | | | | | | | | | |
| | | | | | | | | 149,564 | |
| | | | | | | | | | |
| | Consumer Services – 1.00% | | | | | | | | |
| | McDonald’s | | | 270 | | | | 27,372 | |
| | | | | | | | | | |
| | | | | | | | | 27,372 | |
| | | | | | | | | | |
| | Consumer Staples – 7.52% | | | | | | | | |
| | CVS Caremark | | | 660 | | | | 47,995 | |
| | General Mills | | | 590 | | | | 31,282 | |
| | Kimberly-Clark | | | 260 | | | | 29,185 | |
| | Procter & Gamble | | | 640 | | | | 52,832 | |
| | Starbucks | | | 640 | | | | 45,197 | |
| | | | | | | | | | |
| | | | | | | | | 206,491 | |
| | | | | | | | | | |
4
| | | | | | | | | | |
| | | | Number of shares | | | Value (U.S. $) | |
| | Common Stock (continued) | | | | | | | | |
| | Credit Cyclicals – 1.37% | | | | | | | | |
| | Ford Motor | | | 2,330 | | | $ | 37,629 | |
| | | | | | | | | | |
| | | | | | | | | 37,629 | |
| | | | | | | | | | |
| | Energy – 11.28% | | | | | | | | |
| | Chevron | | | 640 | | | | 80,333 | |
| | EOG Resources | | | 440 | | | | 43,120 | |
| | Exxon Mobil | | | 290 | | | | 29,699 | |
| | Marathon Oil | | | 1,450 | | | | 52,417 | |
| | Occidental Petroleum | | | 290 | | | | 27,767 | |
| | Schlumberger | | | 750 | | | | 76,163 | |
| | | | | | | | | | |
| | | | | | | | | 309,499 | |
| | | | | | | | | | |
| | Financials – 16.08% | | | | | | | | |
| | AFLAC | | | 830 | | | | 52,058 | |
| | BlackRock | | | 90 | | | | 27,090 | |
| | Capital One Financial | | | 550 | | | | 40,645 | |
| | Citigroup | | | 1,280 | | | | 61,325 | |
| | Evercore Partners Class A | | | 390 | | | | 20,838 | |
| | IntercontinentalExchange Group | | | 160 | | | | 32,710 | |
| | Invesco | | | 810 | | | | 28,520 | |
| | JPMorgan Chase | | | 1,140 | | | | 63,817 | |
| | Prudential Financial | | | 320 | | | | 25,818 | |
| | Raymond James Financial | | | 640 | | | | 31,808 | |
| | Wells Fargo | | | 1,140 | | | | 56,590 | |
| | | | | | | | | | |
| | | | | | | | | 441,219 | |
| | | | | | | | | | |
| | Healthcare – 15.20% | | | | | | | | |
| | AbbVie | | | 950 | | | | 49,476 | |
| | Celgene † | | | 325 | | | | 47,778 | |
| | Express Scripts Holdings † | | | 650 | | | | 43,277 | |
| | Gilead Sciences † | | | 1,005 | | | | 78,882 | |
| | Pfizer | | | 2,377 | | | | 74,352 | |
| | Thermo Fisher Scientific | | | 460 | | | | 52,440 | |
| | UnitedHealth Group | | | 665 | | | | 49,902 | |
| | Zoetis | | | 700 | | | | 21,182 | |
| | | | | | | | | | |
| | | | | | | | | 417,289 | |
| | | | | | | | | | |
| | Media – 3.33% | | | | | | | | |
| | Comcast Special Class A | | | 1,090 | | | | 55,623 | |
| | Viacom Class B | | | 420 | | | | 35,692 | |
| | | | | | | | | | |
| | | | | | | | | 91,315 | |
| | | | | | | | | | |
5
Schedule of investments
Delaware Large Cap Core Fund
| | | | | | | | | | |
| | | | Number of shares | | | Value (U.S. $) | |
| | Common Stock (continued) | | | | | | | | |
| | Real Estate – 0.60% | | | | | | | | |
| | National Retail Properties | | | 480 | | | $ | 16,382 | |
| | | | | | | | | | |
| | | | | | | | | 16,382 | |
| | | | | | | | | | |
| | Technology – 15.72% | | | | | | | | |
| | Accenture Class A | | | 490 | | | | 39,308 | |
| | Apple | | | 150 | | | | 88,513 | |
| | Avago Technologies | | | 430 | | | | 27,305 | |
| | EMC | | | 1,810 | | | | 46,698 | |
| | Facebook Class A † | | | 410 | | | | 24,510 | |
| | Google Class A † | | | 60 | | | | 32,093 | |
| | Microsoft | | | 1,600 | | | | 64,640 | |
| | QUALCOMM | | | 690 | | | | 54,310 | |
| | Salesforce.com † | | | 500 | | | | 25,825 | |
| | Texas Instruments | | | 620 | | | | 28,179 | |
| | | | | | | | | | |
| | | | | | | | | 431,381 | |
| | | | | | | | | | |
| | Transportation – 1.66% | | | | | | | | |
| | Union Pacific | | | 240 | | | | 45,703 | |
| | | | | | | | | | |
| | | | | | | | | 45,703 | |
| | | | | | | | | | |
| | Total Common Stock (cost $1,897,004) | | | | | | | 2,739,955 | |
| | | | | | | | | | |
| | | | Principal amount° | | | | |
| | Short-Term Investments – 1.04% | | | | | | | | |
| | Repurchase Agreements – 0.87% | | | | | | | | |
| | Bank of America Merrill Lynch 0.02%, dated 4/30/14, to be repurchased on 5/1/14, repurchase price $4,582 (collateralized by U.S. government obligations 0.00% - 4.375% 2/15/24 - 5/15/41; market value $4,674) | | | 4,582 | | | | 4,582 | |
| | Bank of Montreal 0.03%, dated 4/30/14, to be repurchased on 5/1/14, repurchase price $1,528 (collateralized by U.S. government obligations 1.25% - 3.125% 4/30/19 - 2/15/42; market value $1,558) | | | 1,528 | | | | 1,528 | |
| | BNP Paribas 0.05%, dated 4/30/14, to be repurchased on 5/1/14, repurchase price $17,890 (collateralized by U.S. government obligations 0.00% - 2.75% 6/30/14 - 11/15/43; market value $18,248) | | | 17,890 | | | | 17,890 | |
| | | | | | | | | | |
| | | | | | | | | 24,000 | |
| | | | | | | | | | |
6
| | | | | | | | | | |
| | | | Principal amount° | | | Value (U.S. $) | |
| | Short-Term Investments (continued) | | | | | | | | |
| | U.S. Treasury Obligation - 0.17%≠ | | | | | | | | |
| | U.S. Treasury Bill 0.093% 11/13/14 | | | 4,534 | | | $ | 4,533 | |
| | | | | | | | | | |
| | | | | | | | | 4,533 | |
| | | | | | | | | | |
| | Total Short-Term Investments (cost $28,532) | | | | | | | 28,533 | |
| | | | | | | | | | |
| | Total Value of Securities – 100.88% (cost $1,925,536) | | | | | | | $2,768,488 | |
| | | | | | | | | | |
≠ | The rate shown is the effective yield at the time of purchase. |
° | Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency. |
† | Non income producing security. |
See accompanying notes, which are an integral part of the financial statements.
7
Statement of assets and liabilities
| | |
Delaware Large Cap Core Fund | | April 30, 2014 (Unaudited) |
| | | | |
Assets: | | | | |
Investments, at value1 | | $ | 2,739,955 | |
Short-term investments, at value2 | | | 28,533 | |
Cash | | | 1,654 | |
Dividends receivable | | | 3,211 | |
Receivable from investment manager | | | 7,325 | |
| | | | |
Total assets | | | 2,780,678 | |
| | | | |
Liabilities: | | | | |
Payable for securities purchased | | | 13,947 | |
Audit fees payable | | | 13,368 | |
Printing fees payable | | | 7,971 | |
Other accrued expenses | | | 1,050 | |
Other affiliates payable | | | 85 | |
Trustees’ fees and expenses payable | | | 7 | |
| | | | |
Total liabilities | | | 36,428 | |
| | | | |
Total Net Assets | | $ | 2,744,250 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 1,998,741 | |
Undistributed net investment income | | | 8,877 | |
Accumulated net realized loss on investments | | | (106,320 | ) |
Net unrealized appreciation of investments | | | 842,952 | |
| | | | |
Total Net Assets | | $ | 2,744,250 | |
| | | | |
| |
1 Investments, at cost | | $ | 1,897,004 | |
2 Short-term investments, at cost | | | 28,532 | |
| |
Net Asset Value | | | | |
Class A: | | | | |
Net assets | | $ | 19,525 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 1,604 | |
Net asset value per share | | $ | 12.17 | |
Sales charge | | | 5.75 | % |
Offering price per share, equal to net asset value per share/(1 – sales charge) | | $ | 12.91 | |
| |
Institutional Class: | | | | |
Net assets | | $ | 2,724,725 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 223,901 | |
Net asset value per share | | $ | 12.17 | |
See accompanying notes, which are an integral part of the financial statements.
8
Statement of operations
| | |
Delaware Large Cap Core Fund | | Six months ended April 30, 2014 (Unaudited) |
| | | | |
Investment Income: | | | | |
Dividends | | $ | 27,820 | |
Interest | | | 5 | |
Foreign tax withheld | | | (22 | ) |
| | | | |
| | | 27,803 | |
| | | | |
| |
Expenses: | | | | |
Management fees | | | 8,616 | |
Distribution expenses – Class A | | | 24 | |
Audit and tax | | | 20,065 | |
Reports and statements to shareholders | | | 10,727 | |
Registration fees | | | 2,078 | |
Dividend disbursing and transfer agent fees and expenses | | | 520 | |
Accounting and administration expenses | | | 470 | |
Custodian fees | | | 315 | |
Legal fees | | | 186 | |
Trustees’ fees and expenses | | | 70 | |
Other | | | 1,670 | |
| | | | |
| | | 44,741 | |
Less expenses waived | | | (32,116 | ) |
Less waived distribution expenses – Class A | | | (24 | ) |
| | | | |
Total operating expenses | | | 12,601 | |
| | | | |
Net Investment Income | | | 15,202 | |
| | | | |
| |
Net Realized and Unrealized Gain: | | | | |
Net realized gain on investments | | | 111,747 | |
Net change in unrealized appreciation (depreciation) of investments | | | 59,597 | |
| | | | |
Net Realized and Unrealized Gain | | | 171,344 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 186,546 | |
| | | | |
See accompanying notes, which are an integral part of the financial statements.
9
Statements of changes in net assets
Delaware Large Cap Core Fund
| | | | | | | | | | | | |
| | Six months ended 4/30/14 (Unaudited) | | | 5/1/13 to 10/31/13* | | | Year ended 4/30/13 | |
Increase in Net Assets from Operations: | | | | | | | | | | | | |
Net investment income | | $ | 15,202 | | | $ | 13,598 | | | $ | 21,442 | |
Net realized gain | | | 111,747 | | | | 61,619 | | | | 56,999 | |
Net change in unrealized appreciation (depreciation) | | | 59,597 | | | | 204,696 | | | | 159,708 | |
| | | | | | | | | | | | |
Net increase in net assets resulting from operations | | | 186,546 | | | | 279,913 | | | | 238,149 | |
| | | | | | | | | | | | |
| | | |
Dividends and Distributions to Shareholders from: | | | | | | | | | | | | |
Net investment income: | | | | | | | | | | | | |
Class A | | | (140 | ) | | | (40 | ) | | | (136 | ) |
Institutional Class | | | (19,556 | ) | | | (5,542 | ) | | | (18,911 | ) |
| | | | | | | | | | | | |
| | | (19,696 | ) | | | (5,582 | ) | | | (19,047 | ) |
| | | | | | | | | | | | |
| | | |
Capital Share Transactions: | | | | | | | | | | | | |
Net asset value of shares issued upon reinvestment of dividends and distributions: | | | | | | | | | | | | |
Class A | | | 140 | | | | 40 | | | | 136 | |
Institutional Class | | | 19,556 | | | | 5,542 | | | | 18,911 | |
| | | | | | | | | | | | |
| | | 19,696 | | | | 5,582 | | | | 19,047 | |
| | | | | | | | | | | | |
Increase in net assets derived from capital share transactions | | | 19,696 | | | | 5,582 | | | | 19,047 | |
| | | | | | | | | | | | |
Net Increase in Net Assets | | | 186,546 | | | | 279,913 | | | | 238,149 | |
| | | |
Net Assets: | | | | | | | | | | | | |
Beginning of period | | | 2,557,704 | | | | 2,277,791 | | | | 2,039,642 | |
| | | | | | | | | | | | |
End of period (including undistributed net investment income of $8,877, $13,371, and $5,355, respectively) | | $ | 2,744,250 | | | $ | 2,557,704 | | | $ | 2,277,791 | |
| | | | | | | | | | | | |
* During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October.
See accompanying notes, which are an integral part of the financial statements.
10
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Financial highlights
Delaware Large Cap Core Fund Class A
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment income3 |
Net realized and unrealized gain (loss) |
|
Total from investment operations |
|
|
Less dividends and distributions from: |
|
Net investment income |
|
Total dividends and distributions |
|
Net asset value, end of period |
|
|
Total return4 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of expenses to average net assets prior to fees waived |
Ratio of net investment income to average net assets |
Ratio of net investment income (loss) to average net assets prior to fees waived |
Portfolio turnover |
1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
2 | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. Ratios have been annualized and portfolio turnover and total return have not been annualized. |
3 | The average shares outstanding method has been applied for per share information. |
4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return during all of the periods shown reflects waivers by the manager and distributor. Performance would have been lower had the waivers not been in effect. |
See accompanying notes, which are an integral part of the financial statements.
12
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six months ended 4/30/141 | | 5/1/13 to 10/31/132 | | Year ended |
(Unaudited) | | | 4/30/13 | | 4/30/12 | | 4/30/11 | | 4/30/10 | | 4/30/09 |
| $ | 11.430 | | | | $ | 10.200 | | | | $ | 9.220 | | | | $ | 8.690 | | | | $ | 7.590 | | | | $ | 5.630 | | | | $ | 8.930 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 0.068 | | | | | 0.061 | | | | | 0.097 | | | | | 0.077 | | | | | 0.052 | | | | | 0.038 | | | | | 0.081 | |
| | 0.760 | | | | | 1.194 | | | | | 0.969 | | | | | 0.525 | | | | | 1.092 | | | | | 1.978 | | | | | (3.293 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 0.828 | | | | | 1.255 | | | | | 1.066 | | | | | 0.602 | | | | | 1.144 | | | | | 2.016 | | | | | (3.212 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | (0.088 | ) | | | | (0.025 | ) | | | | (0.086 | ) | | | | (0.072 | ) | | | | (0.044 | ) | | | | (0.056 | ) | | | | (0.088 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | (0.088 | ) | | | | (0.025 | ) | | | | (0.086 | ) | | | | (0.072 | ) | | | | (0.044 | ) | | | | (0.056 | ) | | | | (0.088 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| $ | 12.170 | | | | $ | 11.430 | | | | $ | 10.200 | | | | $ | 9.220 | | | | $ | 8.690 | | | | $ | 7.590 | | | | $ | 5.630 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | 7.27% | | | | | 12.33% | | | | | 11.68% | | | | | 7.04% | | | | | 15.12% | | | | | 35.93% | | | | | (36.04% | ) |
| | | | | | |
| $ | 19 | | | | $ | 18 | | | | $ | 16 | | | | $ | 15 | | | | $ | 14 | | | | $ | 31 | | | | $ | 10 | |
| | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | 3.37% | | | | | 3.80% | | | | | 2.32% | | | | | 2.93% | | | | | 3.60% | | | | | 3.05% | | | | | 1.87% | |
| | 1.15% | | | | | 1.11% | | | | | 1.04% | | | | | 0.92% | | | | | 0.69% | | | | | 0.56% | | | | | 1.20% | |
| | | | | | |
| | (1.27% | ) | | | | (1.74% | ) | | | | (0.33% | ) | | | | (1.06% | ) | | | | (1.96% | ) | | | | (1.54% | ) | | | | 0.28% | |
| | 15% | | | | | 9% | | | | | 21% | | | | | 41% | | | | | 46% | | | | | 65% | | | | | 38% | |
13
Financial highlights
Delaware Large Cap Core Fund Institutional Class
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment income3 |
Net realized and unrealized gain (loss) |
|
Total from investment operations |
|
|
Less dividends and distributions from: |
Net investment income |
|
Total dividends and distributions |
|
|
Net asset value, end of period |
|
|
Total return4 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of expenses to average net assets prior to fees waived |
Ratio of net investment income to average net assets |
Ratio of net investment income (loss) to average net assets prior to fees waived |
Portfolio turnover |
1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
2 | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. Ratios have been annualized and portfolio turnover and total return have not been annualized. |
3 | The average shares outstanding method has been applied for per share information. |
4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return during all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect. |
See accompanying notes, which are an integral part of the financial statements.
14
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six months ended 4/30/141 | | 5/1/13 to 10/31/132 | | Year ended |
(Unaudited) | | | 4/30/13 | | 4/30/12 | | 4/30/11 | | 4/30/10 | | 4/30/09 |
| $ | 11.430 | | | | $ | 10.200 | | | | $ | 9.220 | | | | $ | 8.690 | | | | $ | 7.600 | | | | $ | 5.630 | | | | $ | 8.930 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 0.068 | | | | | 0.061 | | | | | 0.097 | | | | | 0.077 | | | | | 0.052 | | | | | 0.038 | | | | | 0.081 | |
| | 0.760 | | | | | 1.194 | | | | | 0.969 | | | | | 0.525 | | | | | 1.082 | | | | | 1.988 | | | | | (3.293 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 0.828 | | | | | 1.255 | | | | | 1.066 | | | | | 0.602 | | | | | 1.134 | | | | | 2.026 | | | | | (3.212 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | (0.088 | ) | | | | (0.025 | ) | | | | (0.086 | ) | | | | (0.072 | ) | | | | (0.044 | ) | | | | (0.056 | ) | | | | (0.088 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | (0.088 | ) | | | | (0.025 | ) | | | | (0.086 | ) | | | | (0.072 | ) | | | | (0.044 | ) | | | | (0.056 | ) | | | | (0.088 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| $ | 12.170 | | | | $ | 11.430 | | | | $ | 10.200 | | | | $ | 9.220 | | | | $ | 8.690 | | | | $ | 7.600 | | | | $ | 5.630 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | 7.27% | | | | | 12.33% | | | | | 11.68% | | | | | 7.04% | | | | | 15.12% | | | | | 36.11% | | | | | (36.04% | ) |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 2,725 | | | | $ | 2,540 | | | | $ | 2,262 | | | | $ | 2,025 | | | | $ | 1,891 | | | | $ | 1,644 | | | | $ | 1,418 | |
| | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | | | | | 0.95% | |
| | | | | | |
| | 3.37% | | | | | 3.55% | | | | | 2.07% | | | | | 2.68% | | | | | 3.35% | | | | | 2.80% | | | | | 1.62% | |
| | 1.15% | | | | | 1.11% | | | | | 1.04% | | | | | 0.92% | | | | | 0.69% | | | | | 0.56% | | | | | 1.20% | |
| | | | | | |
| | (1.27% | ) | | | | (1.49% | ) | | | | (0.08% | ) | | | | (0.81% | ) | | | | (1.71% | ) | | | | (1.29% | ) | | | | 0.53% | |
| | 15% | | | | | 9% | | | | | 21% | | | | | 41% | | | | | 46% | | | | | 65% | | | | | 38% | |
15
Notes to financial statements
| | |
Delaware Large Cap Core Fund | | April 30, 2014 (Unaudited) |
Voyageur Mutual Funds III (Trust) is organized as a Delaware statutory trust and offers two series: Delaware Large Cap Core Fund and Delaware Select Growth Fund. These financial statements and the related notes pertain to Delaware Large Cap Core Fund (Fund). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class C, Class R, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of 5.75%. Class A share purchases of $1,000,000 or more will incur a contingent deferred sales charge (CDSC) of 1.00% if redeemed during the first year and 0.50% during the second year, provided that Delaware Distributors, L.P. (DDLP) paid a financial advisor a commission on the purchase of those shares. Class C shares are sold with a CDSC of 1.00%, if redeemed during the first 12 months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. As of April 30, 2014, Class C and Class R have not commenced operations.
The investment objective of the Fund is to seek long-term capital appreciation.
1. Significant Accounting Policies
The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by the Fund.
Security Valuation – Equity securities, except those traded on the Nasdaq Stock Market, Inc. (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange on the valuation date. Securities traded on the Nasdaq are valued in accordance with the Nasdaq Official Closing Price, which may not be the last sales price. If, on a particular day, an equity security does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund’s Board of Trustees (Board). In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures or suspension of trading in a security.
Federal and Foreign Income Taxes – No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken for all open federal income tax years (April 30, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. In regard to foreign taxes only, the Fund has open tax years in certain foreign countries it invests in that may date back to the inception of the Fund.
16
Class Accounting – Investment income, common expenses, and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class.
Repurchase Agreements – The Fund may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Fund’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on April 30, 2014.
Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the fair value of investments, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material.
Other – Expenses directly attributable to the Fund are charged directly to the Fund. Other expenses common to various funds within the Delaware Investments® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date) for financial reporting purposes. Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Fund is aware of such dividends, net of all tax withholdings, a portion of which may be reclaimable. Withholding taxes and reclaims on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. The Fund declares and pays distributions from net investment income and net realized gain on investments, if any, at least annually. Dividends and distributions, if any, are recorded on the ex-dividend date. The Fund may distribute more frequently, if necessary for tax purposes.
The Fund may receive earnings credits from its custodian when positive cash balances are maintained, which may be used to offset custody fees. There were no earnings credits for the six months ended April 30, 2014.
The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which may be used to offset transfer agent fees. If the amount earned is greater than one dollar, the expense paid under this arrangement is included in dividend disbursing and transfer agent fees and expenses and appears on the statement of operations with the corresponding expense offset shown as “expense paid indirectly.” For the six months ended April 30, 2014, the Fund earned less than one dollar under this agreement.
17
Notes to financial statements
Delaware Large Cap Core Fund
2. Investment Management, Administration Agreements and Other Transactions with Affiliates
In accordance with the terms of its investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.65% on the first $500 million of average daily net assets of the Fund, 0.60% on the next $500 million, 0.55% on the next $1.5 billion and 0.50% on average daily net assets in excess of $2.5 billion.
DMC has contractually agreed to waive that portion, if any, of its management fee and reimburse the Fund to the extent necessary to ensure that total annual operating expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, short sale and dividend interest expenses, brokerage fees, certain insurance costs, acquired fund fees and expenses, and nonroutine expenses or costs including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations (collectively, nonroutine expenses)), do not exceed 0.95% of the Fund’s average daily net assets from Nov. 1, 2013 through April 30, 2014*. For purposes of this waiver and reimbursement, nonroutine expenses may also include such additional costs and expenses, as may be agreed upon from time to time by the Fund’s Board and DMC. This expense waiver and reimbursement applies only to expenses paid directly by the Fund, and may only be terminated by agreement of DMC and the Fund.
Delaware Service Company, Inc. (DSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to the Fund. For these services, the Fund pays DSC fees based on the aggregate daily net assets of the Delaware Investments® Family of Funds at the following annual rate: 0.0050% of the first $30 billion; 0.0045% of the next $10 billion; 0.0040% of the next $10 billion; and 0.0025% of aggregate average daily net assets in excess of $50 billion. The fees payable to DSC under the service agreement described above are allocated among all Funds in the Delaware Investments Family of Funds on a relative net asset value basis. For the six months ended April 30, 2014, the Fund was charged $64 for these services.
DSC is also the transfer agent and dividend disbursing agent of the Fund. For these services, the Fund pays DSC fees based on the aggregate daily net assets of the retail funds within the Delaware Investments Family of Funds at the following annual rate: 0.025% of the first $20 billion; 0.020% of the next $5 billion; 0.015% of the next $5 billion; and 0.013% of average daily net assets in excess of $30 billion. This amount is included in the statement of operations as dividend disbursing and transfer agent fees and expenses. For the six months ended April 30, 2014, the amount charged by DSC was $291. Pursuant to a sub-transfer agency agreement between DSC and BNY Mellon Investment Servicing (US) Inc. (BNYMIS), BNYMIS provides certain sub-transfer agency services to the Fund. Sub-transfer agency fees are passed on to and paid directly by the Fund.
*The waiver period is May 1, 2013 to Feb. 27, 2015. The waiver was voluntary prior to Feb. 27, 2014.
18
Pursuant to a distribution agreement and distribution plan, the Fund pays DDLP, the distributor and an affiliate of DMC, an annual distribution and service fee of 0.25% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class C shares and 0.50% of the average daily net assets of the Class R shares, respectively. DDLP has voluntarily agreed to waive all distribution and service fees. The distributor’s waivers may be discontinued at any time because it is voluntary. Institutional Class shares pay no distribution and service expenses.
As provided in the investment management agreement, the Fund bears a portion of the cost of resources shared with DMC, including the cost of internal personnel of DMC and/or its affiliates that provide legal, tax, and regulatory reporting services to the Fund. For the six months ended April 30, 2014, the Fund was charged $63 for internal legal, tax, and regulatory reporting services provided by DMC and/or its affiliates’ employees.
For the six months ended April 30, 2014, DDLP earned $0 for commissions of sales of the Fund’s Class A shares.
Trustees’ fees include expenses accrued by the Fund for each Trustee’s retainer and meeting fees. Certain officers of DMC, DSC, and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.
3. Investments
For the six months ended April 30, 2014, the Fund made purchases of $409,614 and sales of $391,353 of investment securities other than short-term investments.
At April 30, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At April 30, 2014, the cost of investments and unrealized appreciation (depreciation) were as follows:
| | | | |
Cost of investments | | $ | 1,930,132 | |
| | | | |
Aggregate unrealized appreciation | | $ | 848,745 | |
Aggregate unrealized depreciation | | | (10,389 | ) |
| | | | |
Net unrealized appreciation | | $ | 838,356 | |
| | | | |
For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Capital loss carryforwards remaining at Oct. 31, 2013 will expire as follows: $210,714 expires in 2017.
On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after
19
Notes to financial statements
Delaware Large Cap Core Fund
3. Investments (continued)
the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.
U.S. GAAP defines fair value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. A three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The Fund’s investment in its entirety is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-level hierarchy of inputs is summarized below.
Level 1 – | inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, exchange-traded options contracts) |
Level 2 – | other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities) |
Level 3 – | inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities) |
Level 3 investments are valued using significant unobservable inputs. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Valuations may also be based upon current market prices of securities that are comparable in coupon, rating, maturity, and industry. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.
20
The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of April 30, 2014:
| | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Total | |
Common Stock | | $ | 2,739,955 | | | $ | — | | | $ | 2,739,955 | |
Short-Term Investments | | | — | | | | 28,533 | | | | 28,533 | |
| | | | | | | | | | | | |
Total | | $ | 2,739,955 | | | $ | 28,533 | | | $ | 2,768,488 | |
| | | | | | | | | | | | |
During the six months ended April 30, 2014, there were no transfers between Level 1 investments, Level 2 investments, or Level 3 investments that had a significant impact to the Fund. The Fund’s policy is to recognize transfers between levels at the beginning of the reporting period.
A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning, interim, or end of the period in relation to the net assets. At April 30, 2014, there were no Level 3 investments.
4. Capital Shares
Transactions in capital shares were as follows:
| | | | | | | | | | | | |
| | Six months ended 4/30/14 | | | 5/1/13 to 10/31/13 | | | Year ended 4/30/13 | |
Shares issued upon reinvestment of dividends and distributions: | | | | | | | | | | | | |
Class A | | | 11 | | | | 4 | | | | 15 | |
Institutional Class | | | 1,671 | | | | 539 | | | | 2,093 | |
| | | | | | | | | | | | |
| | | 1,682 | | | | 543 | | | | 2,108 | |
| | | | | | | | | | | | |
| | | |
Net increase | | | 1,682 | | | | 543 | | | | 2,108 | |
| | | | | | | | | | | | |
DMC and its affiliates may provide the initial seed capital in connection with the creation of a Delaware Investments product, such as the Delaware Large Cap Core Fund. At April 30, 2014, 2 shareholders owned 1,589 Class A shares, which represented 99.83% of the total Class A shares and Delaware Investments owned 100.00% of the Institutional Class shares.
5. Line of Credit
The Fund, along with certain other funds in the Delaware Investments® Family of Funds (Participants), was a participant in a $125,000,000 revolving line of credit to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Under the agreement, the Participants were charged an annual commitment fee of 0.08%, which was allocated across the Participants on the basis of each Participant’s allocation of the entire facility. The Participants were permitted to borrow up to a maximum of one third of their net assets under the agreement. Each Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit under the agreement expired on Nov. 12, 2013.
21
Notes to financial statements
Delaware Large Cap Core Fund
5. Line of Credit (continued)
On Nov. 12, 2013, the Fund, along with the other Participants, entered into an amendment to the agreement for a $225,000,000 revolving line of credit. The line of credit is to be used as described above and operates in substantially the same manner as the original agreement. The line of credit available under the agreement will expire on Nov. 10, 2014.
The Fund had no amounts outstanding as of April 30, 2014 or at any time during the period then ended.
6. Offsetting
In December 2011, the Financial Accounting Standards Board (FASB) issued guidance that expands current disclosure requirements on the offsetting of certain assets and liabilities. The new disclosures are required for investments and derivative financial instruments subject to master netting or similar agreements which are eligible for offset in the statement of assets and liabilities and require an entity to disclose both gross and net information about such investments and transactions in the financial statements. In January 2013, the FASB issued guidance that clarifies which investments and transactions are subject to the offsetting disclosure requirements. The scope of the disclosure requirements for offsetting is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. The guidance is effective for financial statements with fiscal years beginning on or after Jan. 1, 2013, and interim periods within those fiscal years. The Fund adopted the disclosure provisions on offsetting during the current reporting period.
In order to better define its contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund entered into an International Swaps and Derivatives Association, Inc. Master Agreement (ISDA Master Agreement) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs over-the-counter (OTC) derivatives and foreign exchange contracts and typically contains, among other things, collateral posting items and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default (close-out) netting including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency, or other events.
For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.
22
At April 30, 2014, the Fund had the following assets and liabilities subject to offsetting provisions:
Master Repurchase Agreements
| | | | | | | | | | | | | | | | | | | | |
Counterparty | | Repurchase Agreements | | Fair Value of Non-Cash Collateral Received | | Cash Collateral Received | | Net Amount(a) |
Bank of America Merrill Lynch | | | $ | 4,582 | | | | $ | (4,582 | ) | | | $ | — | | | | $ | — | |
Bank of Montreal | | | | 1,528 | | | | | (1,528 | ) | | | | — | | | | | — | |
BNP Paribas | | | | 17,890 | | | | | (17,890 | ) | | | | — | | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | $ | 24,000 | | | | $ | (24,000 | ) | | | $ | — | | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
(a)Net amount represents the receivable/(payable) that would be due from/(to) the counterparty in the event of default.
7. Securities Lending
The Fund, along with other funds in the Delaware Investments® Family of Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with The Bank of New York Mellon (BNY Mellon). At the time a security is loaned, the borrower must post collateral equal to the required percentage of the market value of the loaned security, including any accrued interest. The required percentage is: (1) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (2) 105% with respect to foreign securities. With respect to each loan, if on any business day the aggregate market value of securities collateral plus cash collateral held is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral by the end of the following business day which, together with the collateral already held, will be not less than the applicable initial collateral requirements for such security loan. If the aggregate market value of securities collateral and cash collateral held with respect to a security loan exceeds the applicable initial collateral requirement, upon the request of the borrower, BNY Mellon must return enough collateral to the borrower by the end of the following business day to reduce the value of the remaining collateral to the applicable initial collateral requirement for such security loan. As a result of the foregoing, the value of the collateral held with respect to a loaned security on any particular day may be more or less than the value of the security on loan.
Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by DMC that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high-quality corporate debt, asset-backed and other money market securities, and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Fund can also accept U.S. government securities and letters of credit (non-cash collateral) in connection with securities loans. In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to
23
Notes to financial statements
Delaware Large Cap Core Fund
7. Securities Lending (continued)
pay the amount of the shortfall to the Fund or, at the discretion of the lending agent, replace the loaned securities. The Fund continues to record dividends or interest, as applicable, on the securities loaned and is subject to changes in value of the securities loaned that may occur during the term of the loan. The Fund has the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by non-cash collateral, the Fund receives loan premiums paid by the borrower. With respect to security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Fund, the security lending agent and the borrower. The Fund records security lending income net of allocations to the security lending agent and the borrower.
The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Fund may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Fund may not receive an amount from the Collective Trust that is equal in amount to the collateral the Fund would be required to return to the borrower of the securities and the Fund would be required to make up for this shortfall.
At April 30, 2014, the Fund had no securities out on loan.
8. Credit and Market Risk
The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Fund’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investment in illiquid securities. As of April 30, 2014, there were no Rule 144A securities held by the Fund and no securities have been determined to be illiquid under the Fund’s Liquidity Procedures.
9. Contractual Obligations
The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.
24
10. Subsequent Events
Management has determined that no material events or transactions occurred subsequent to April 30, 2014 that would require recognition or disclosure in the Fund’s financial statements.
25
About the organization
| | | | | | |
Board of trustees | | | | | | |
| | | |
Patrick P. Coyne | | Joseph W. Chow | | Lucinda S. Landreth | | Thomas K. Whitford |
Chairman, President, and | | Former Executive Vice | | Former Chief Investment | | Former Vice Chairman |
Chief Executive Officer | | President | | Officer | | PNC Financial Services Group |
Delaware Investments® | | State Street Corporation | | Assurant, Inc. | | Pittsburgh, PA |
Family of Funds | | Brookline, MA | | Philadelphia, PA | | |
Philadelphia, PA | | | | | | Janet L. Yeomans |
| | John A. Fry | | Frances A. | | Former Vice President |
Thomas L. Bennett | | President | | Sevilla-Sacasa | | and Treasurer |
Private Investor | | Drexel University | | Chief Executive Officer | | 3M Corporation |
Rosemont, PA | | Philadelphia, PA | | Banco Itaú | | St. Paul, MN |
| | | | International Miami, FL | | J. Richard Zecher Founder Investor Analytics Scottsdale, AZ |
Affiliated officers | | | | | | |
| | | |
David F. Connor | | Daniel V. Geatens | | David P. O’Connor | | Richard Salus |
Senior Vice President, | | Vice President and | | Executive Vice President, | | Senior Vice President and |
Deputy General Counsel, | | Treasurer | | General Counsel, | | Chief Financial Officer |
and Secretary | | Delaware Investments | | and Chief Legal Officer | | Delaware Investments |
Delaware Investments | | Family of Funds | | Delaware Investments | | Family of Funds |
Family of Funds | | Philadelphia, PA | | Family of Funds | | Philadelphia, PA |
Philadelphia, PA | | | | Philadelphia, PA | | |
This semiannual report is for the information of Delaware Large Cap Core Fund shareholders, but it may be used with prospective investors when preceded or accompanied by the Delaware Investments Fund fact sheet for the most recently completed calendar quarter. These documents are available at delawareinvestments.com.
Delaware Investments is the marketing name of Delaware Management Holdings, Inc. and its subsidiaries.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities are available without charge (i) upon request, by calling 800 523-1918; and (ii) on the SEC’s website at sec.gov. In addition, a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities and the Fund’s Schedule of Investments are available without charge on the Fund’s website at delawareinvestments.com. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.; information on the operation of the Public Reference Room may be obtained by calling 800 SEC-0330.
Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at delawareinvestments.com; and (ii) on the SEC’s website at sec.gov.
26
Semiannual report
U.S. growth equity mutual fund
Delaware Select Growth Fund
April 30, 2014
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in the Fund’s prospectus and its summary prospectus, which may be obtained by visiting delawareinvestments.com or calling 800 523-1918. Investors should read the prospectus and the summary prospectus carefully before investing.
You can obtain shareholder reports and prospectuses online instead of in the mail.
Experience Delaware Investments
Delaware Investments is committed to the pursuit of consistently superior asset management and unparalleled client service. We believe in our investment processes, which seek to deliver consistent results, and in convenient services that help add value for our clients.
If you are interested in learning more about creating an investment plan, contact your financial advisor.
You can learn more about Delaware Investments or obtain a prospectus for Delaware Select Growth Fund at delawareinvestments.com.
Manage your investments online
— | | 24-hour access to your account information |
— | | Check your account balance and recent transactions |
— | | Request statements or literature |
— | | Make purchases and redemptions |
Delaware Management Holdings, Inc. and its subsidiaries (collectively known by the marketing name of Delaware Investments) are wholly owned subsidiaries of Macquarie Group Limited, a global provider of banking, financial, advisory, investment and funds management services.
Investments in Delaware Select Growth Fund are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies, including their subsidiaries or related companies (Macquarie Group), and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of the Fund, the repayment of capital from the Fund, or any particular rate of return.
Table of contents
Unless otherwise noted, views expressed herein are current as of April 30, 2014, and subject to change.
Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested.
Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. Delaware Investments, a member of Macquarie Group, refers to Delaware Management Holdings, Inc. and its subsidiaries, including the Fund’s distributor, Delaware Distributors, L.P. Macquarie Group refers to Macquarie Group Limited and its subsidiaries and affiliates worldwide.
© 2014 Delaware Management Holdings, Inc.
All third-party marks cited are the property of their respective owners.
Disclosure of Fund expenses
For the six-month period from November 1, 2013 to April 30, 2014 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period from Nov. 1, 2013 to April 30, 2014.
Actual expenses
The first section of the table shown, “Actual Fund return,” provides information about actual account values and actual expenses. You may use the information in this section of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The second section of the table shown, “Hypothetical 5% return,” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The Fund’s expenses shown in the table reflect fee waivers in effect. The expenses shown in the table assume reinvestment of all dividends and distributions.
1
Disclosure of Fund expenses
For the six-month period from November 1, 2013 to April 30, 2014 (Unaudited)
Delaware Select Growth Fund
Expense analysis of an investment of $1,000
| | | | | | | | |
| | Beginning Account Value 11/1/13 | | Ending Account Value 4/30/14 | | Annualized Expense Ratio | | Expenses Paid During Period 11/1/13 to 4/30/14* |
|
Actual Fund return† | | | | | | | | |
Class A | | $1,000.00 | | $1,015.90 | | 1.25% | | $6.25 |
Class B | | 1,000.00 | | 1,014.50 | | 1.55% | | 7.74 |
Class C | | 1,000.00 | | 1,012.00 | | 2.00% | | 9.98 |
Class R | | 1,000.00 | | 1,014.50 | | 1.50% | | 7.49 |
Institutional Class | | 1,000.00 | | 1,017.00 | | 1.00% | | 5.00 |
|
Hypothetical 5% return (5% return before expenses) | | | | |
Class A | | $1,000.00 | | $1,018.60 | | 1.25% | | $6.26 |
Class B | | 1,000.00 | | 1,017.11 | | 1.55% | | 7.75 |
Class C | | 1,000.00 | | 1,014.88 | | 2.00% | | 9.99 |
Class R | | 1,000.00 | | 1,017.36 | | 1.50% | | 7.50 |
Institutional Class | | 1,000.00 | | 1,019.84 | | 1.00% | | 5.01 |
|
* | “Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
† | Because actual returns reflect only the most recent six-month period, the returns shown may differ significantly from fiscal year returns. |
2
Security type / sector allocation and
top 10 equity holdings
| | |
Delaware Select Growth Fund | | As of April 30, 2014 (Unaudited) |
Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may represent the investment manager’s internal sector classifications, which may result in the sector designations for one fund being different than another fund’s sector designations.
| | |
Security type / sector | | Percentage of net assets |
|
Common Stocks² | | 97.82% |
Consumer Discretionary | | 27.29% |
Consumer Staples | | 1.64% |
Energy | | 5.40% |
Financial Services | | 16.14% |
Healthcare | | 9.99% |
Materials & Processing | | 0.18% |
Producer Durables | | 3.57% |
Technology | | 32.44% |
Utilities | | 1.17% |
|
Limited Partnership | | 0.40% |
|
Short-Term Investments | | 0.84% |
|
Total Value of Securities | | 99.06% |
|
Receivables and Other Assets Net of Liabilities | | 0.94% |
|
Total Net Assets | | 100.00% |
|
² | Narrow industries are utilized for compliance purposes for diversification whereas broad sectors are used for financial reporting. |
To monitor compliance with the Fund’s concentration guidelines as described in the Fund’s Prospectus and Statement of Additional Information, the Consumer Discretionary and Technology sectors (as disclosed herein for financial reporting purposes) are subdivided into a variety of “industries” (in accordance with the requirements of the 1940 Act). The Consumer Discretionary industries include apparel, commercial services, internet, leisure time, lodging, media, and retail. As of April 30, 2014 such amounts, as percentage of total net assets, were 0.13%, 3.18%, 11.36%, 0.22%, 0.20%, 0.68%, and 11.52%, respectively. The Technology sector industries include computers, internet, semiconductors, software, and telecommunications. As of April 30, 2014 such amounts, as percentage of total net assets, were 2.45%, 8.12%, 3.80%, 14.39%, and 3.68% respectively. The percentage in any such single industry will comply with the Fund’s concentration policy even if the percentage in the “Consumer Discretionary and Technology sectors” for financial reporting purposes may exceed 25%.
3
Security type / sector allocation and
top 10 equity holdings
Delaware Select Growth Fund
Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.
| | |
Top 10 equity holdings | | Percentage of net assets |
|
Microsoft | | 5.46% |
CommonWealth REIT | | 5.26% |
DineEquity | | 3.82% |
VeriFone Systems | | 3.70% |
QUALCOMM | | 3.58% |
EOG Resources | | 3.56% |
Celgene | | 3.50% |
K12 | | 3.18% |
Adobe Systems | | 2.98% |
Crown Castle International | | 2.93% |
|
4
Schedule of investments
| | |
Delaware Select Growth Fund | | April 30, 2014 (Unaudited) |
| | | | | | | | |
| | Number of shares | | | Value (U.S. $) | |
| |
Common Stock – 97.82%² | | | | | | | | |
| |
Consumer Discretionary – 27.29% | | | | | | | | |
Arezzo Industria e Comercio | | | 771,370 | | | $ | 8,618,814 | |
Charter Communications Class A † | | | 8,300 | | | | 1,124,899 | |
Coupons.com † | | | 1,146,842 | | | | 19,289,882 | |
DineEquity | | | 525,528 | | | | 39,840,278 | |
Disney (Walt) | | | 75,000 | | | | 5,950,500 | |
Dunkin’ Brands Group | | | 141,500 | | | | 6,439,665 | |
eBay † | | | 534,950 | | | | 27,726,459 | |
HomeAway † | | | 46,725 | | | | 1,524,169 | |
InterContinental Hotels Group | | | 62,050 | | | | 2,114,225 | |
Interval Leisure Group | | | 90,500 | | | | 2,332,185 | |
K12 @† | | | 1,401,550 | | | | 33,188,704 | |
L Brands | | | 440,525 | | | | 23,876,455 | |
Liberty Interactive Class A † | | | 761,325 | | | | 22,124,105 | |
NIKE Class B | | | 18,600 | | | | 1,356,870 | |
Priceline Group † | | | 21,095 | | | | 24,422,736 | |
Sally Beauty Holdings † | | | 809,564 | | | | 22,190,149 | |
Shutterstock † | | | 185,525 | | | | 13,452,418 | |
Start Today | | | 476,500 | | | | 9,971,467 | |
Ulta Salon Cosmetics & Fragrance † | | | 219,925 | | | | 19,289,622 | |
| | | | | | | | |
| | | | | | | 284,833,602 | |
| | | | | | | | |
Consumer Staples – 1.64% | | | | | | | | |
Walgreen | | | 251,775 | | | | 17,095,523 | |
| | | | | | | | |
| | | | | | | 17,095,523 | |
| | | | | | | | |
Energy – 5.40% | | | | | | | | |
Core Laboratories | | | 86,470 | | | | 16,228,690 | |
EOG Resources | | | 379,225 | | | | 37,164,050 | |
Kinder Morgan | | | 89,562 | | | | 2,925,095 | |
| | | | | | | | |
| | | | | | | 56,317,835 | |
| | | | | | | | |
Financial Services – 16.14% | | | | | | | | |
Affiliated Managers Group † | | | 61,500 | | | | 12,189,300 | |
CME Group | | | 81,275 | | | | 5,720,947 | |
CommonWealth REIT | | | 2,161,150 | | | | 54,914,821 | |
Heartland Payment Systems | | | 243,050 | | | | 9,950,467 | |
IntercontinentalExchange Group | | | 63,175 | | | | 12,915,497 | |
Japan Exchange Group | | | 555,000 | | | | 10,957,198 | |
MasterCard Class A | | | 252,475 | | | | 18,569,536 | |
MSCI Class A † | | | 354,650 | | | | 14,377,511 | |
Progressive | | | 268,150 | | | | 6,502,637 | |
Visa Class A | | | 110,550 | | | | 22,398,536 | |
| | | | | | | | |
| | | | | | | 168,496,450 | |
| | | | | | | | |
Healthcare – 9.99% | | | | | | | | |
ABIOMED † | | | 644,475 | | | | 15,267,613 | |
5
Schedule of investments
Delaware Select Growth Fund
| | | | | | | | |
| | Number of shares | | | Value (U.S. $) | |
| |
Common Stock² (continued) | | | | | | | | |
| |
Healthcare (continued) | | | | | | | | |
Allergan | | | 176,550 | | | $ | 29,279,052 | |
athenahealth † | | | 57,425 | | | | 7,100,027 | |
Celgene † | | | 248,550 | | | | 36,539,335 | |
Novo Nordisk ADR | | | 234,775 | | | | 10,656,437 | |
Perrigo | | | 37,400 | | | | 5,417,764 | |
| | | | | | | | |
| | | | | | | 104,260,228 | |
| | | | | | | | |
Materials & Processing – 0.18% | | | | | | | | |
Syngenta ADR | | | 23,475 | | | | 1,843,961 | |
| | | | | | | | |
| | | | | | | 1,843,961 | |
| | | | | | | | |
Producer Durables – 3.57% | | | | | | | | |
Edenred | | | 317,926 | | | | 10,721,751 | |
Expeditors International of Washington | | | 182,566 | | | | 7,529,022 | |
Experian | | | 104,475 | | | | 2,003,913 | |
Graco | | | 75,850 | | | | 5,499,125 | |
Intertek Group | | | 93,850 | | | | 4,604,878 | |
Kone Class B | | | 111,950 | | | | 4,786,427 | |
Localiza Rent a Car | | | 142,550 | | | | 2,131,571 | |
| | | | | | | | |
| | | | | | | 37,276,687 | |
| | | | | | | | |
Technology – 32.44% | | | | | | | | |
Adobe Systems † | | | 503,350 | | | | 31,051,661 | |
Apple | | | 6,275 | | | | 3,702,815 | |
ARM Holdings ADR | | | 50,000 | | | | 2,276,000 | |
Baidu ADR † | | | 23,775 | | | | 3,657,784 | |
Crown Castle International | | | 420,050 | | | | 30,550,237 | |
Ellie Mae † | | | 330,675 | | | | 8,065,163 | |
Equinix † | | | 62,125 | | | | 11,667,696 | |
Google Class A † | | | 22,775 | | | | 12,181,892 | |
Google Class C † | | | 22,775 | | | | 11,994,681 | |
Intuit | | | 204,725 | | | | 15,507,919 | |
Kakaku.Com | | | 993,700 | | | | 14,145,023 | |
Logitech International Class R | | | 434,182 | | | | 5,870,324 | |
Microsoft | | | 1,411,425 | | | | 57,021,570 | |
NeuStar Class A † | | | 305,275 | | | | 7,851,673 | |
NIC | | | 390,725 | | | | 7,165,897 | |
Opower † | | | 99,950 | | | | 1,824,087 | |
QUALCOMM | | | 474,375 | | | | 37,338,056 | |
Teradata † | | | 352,200 | | | | 16,011,012 | |
Twitter † | | | 73,777 | | | | 2,875,090 | |
VeriFone Systems † | | | 1,154,129 | | | | 38,594,074 | |
VeriSign † | | | 16,221 | | | | 765,307 | |
Yelp † | | | 316,485 | | | | 18,457,405 | |
| | | | | | | | |
| | | | | | | 338,575,366 | |
| | | | | | | | |
6
| | | | | | | | |
| | Number of shares | | | Value (U.S. $) | |
| |
Common Stock² (continued) | | | | | | | | |
| |
Utilities – 1.17% | | | | | | | | |
j2 Global | | | 263,400 | | | $ | 12,211,224 | |
| | | | | | | | |
| | | | | | | 12,211,224 | |
| | | | | | | | |
Total Common Stock (cost $773,654,301) | | | | | | | 1,020,910,876 | |
| | | | | | | | |
| | | | | | | | |
| |
Limited Partnership – 0.40% | | | | | | | | |
| |
Plains GP Holdings Class A | | | 150,000 | | | | 4,135,500 | |
| | | | | | | | |
Total Limited Partnership (cost $3,302,398) | | | | | | | 4,135,500 | |
| | | | | | | | |
| | Principal amount° | | | | |
| |
Short-Term Investments – 0.84% | | | | | | | | |
| |
Repurchase Agreements – 0.58% | | | | | | | | |
Bank of America Merrill Lynch | | | | | | | | |
0.02%, dated 4/30/14, to be repurchased on 5/1/14, repurchase price $1,160,120 (collateralized by U.S. government obligations 0.00% - 4.375% 2/15/24 - 5/15/41; market value $1,183,322) | | | 1,160,119 | | | | 1,160,119 | |
Bank of Montreal | | | | | | | | |
0.03%, dated 4/30/14, to be repurchased on 5/1/14, repurchase price $386,707 (collateralized by U.S. government obligations 1.25% - 3.125% 4/30/19 - 2/15/42; market value $394,441) | | | 386,706 | | | | 386,706 | |
BNP Paribas | | | | | | | | |
0.05%, dated 4/30/14, to be repurchased on 5/1/14, repurchase price $4,529,181 (collateralized by U.S. government obligations 0.00% - 2.75% 6/30/14 - 11/15/43; market value $4,619,758) | | | 4,529,175 | | | | 4,529,175 | |
| | | | | | | | |
| | | | | | | 6,076,000 | |
| | | | | | | | |
U.S. Treasury Obligation – 0.26%≠ | | | | | | | | |
U.S. Treasury Bill 0.093% 11/13/14 | | | 2,721,337 | | | | 2,720,708 | |
| | | | | | | | |
| | | | | | | 2,720,708 | |
| | | | | | | | |
Total Short-Term Investments (cost $8,795,967) | | | | | | | 8,796,708 | |
| | | | | | | | |
| | |
Total Value of Securities – 99.06% (cost $785,752,666) | | | | | | $ | 1,033,843,084 | |
| | | | | | | | |
7
Schedule of investments
Delaware Select Growth Fund
@ | Illiquid security. At April 30, 2014, the aggregate value of illiquid securities was $33,188,704, which represented 3.18% of the Fund’s net assets. See Note 9 in “Notes to financial statements.” |
² | Narrow industries are utilized for compliance purposes for diversification whereas broad sectors are used for financial reporting. |
≠ | The rate shown is the effective yield at the time of purchase. |
° | Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency. |
† | Non income producing security. |
The following foreign currency exchange contracts were outstanding at April 30, 2014:1
Foreign Currency Exchange Contracts
| | | | | | | | | | | | | | |
Counterparty | | Contracts to Receive (Deliver) | | | In Exchange For | | | Settlement Date | | Unrealized Appreciation (Depreciation) | |
BNYM | | | EUR (1,230,368 | ) | | | USD 1,703,082 | | | 5/2/14 | | $ | (3,739 | ) |
BNYM | | | GBP (6,143,790 | ) | | | USD 10,325,785 | | | 5/1/14 | | | (47,613 | ) |
BNYM | | | JPY (29,816,209 | ) | | | USD 291,802 | | | 5/1/14 | | | 100 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | $ | (51,252 | ) |
| | | | | | | | | | | | | | |
The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amounts recognized in the financial statements. The foreign currency exchange contracts presented above represent the Fund’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund’s net assets.
1See Note 6 in “Notes to financial statements.”
Summary of abbreviations:
ADR – American Depositary Receipt
BNYM – BNY Mellon
EUR – European Monetary Unit
GBP – British Pound Sterling
JPY – Japanese Yen
REIT – Real Estate Investment Trust
USD – United States Dollar
See accompanying notes, which are an integral part of the financial statements.
8
| | |
Statement of assets and liabilities |
Delaware Select Growth Fund | | April 30, 2014 (Unaudited) |
| | | | |
Assets: | | | | |
Investments, at value1 | | $ | 1,025,046,376 | |
Short-term investments, at value2 | | | 8,796,708 | |
Receivable for securities sold | | | 20,864,580 | |
Receivable for fund shares sold | | | 1,174,835 | |
Dividends and interest receivable | | | 908,632 | |
Unrealized gain on foreign currency exchange contracts | | | 100 | |
Other assets | | | 1,203 | |
| | | | |
Total assets | | | 1,056,792,434 | |
| | | | |
Liabilities: | | | | |
Cash overdraft | | | 131,028 | |
Payable for securities purchased | | | 8,769,997 | |
Payable for fund shares redeemed | | | 2,896,494 | |
Investment management fees payable | | | 627,901 | |
Other accrued expenses | | | 421,631 | |
Distribution fees payable | | | 197,281 | |
Other affiliates payable | | | 42,449 | |
Trustees’ fees and expenses payable | | | 2,805 | |
Unrealized loss on foreign currency exchange contracts | | | 51,352 | |
| | | | |
Total liabilities | | | 13,140,938 | |
| | | | |
Total Net Assets | | $ | 1,043,651,496 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 765,164,634 | |
Accumulated net investment income | | | 591,131 | |
Accumulated net realized gain on investments | | | 29,797,952 | |
Net unrealized appreciation of investments and derivatives | | | 248,097,779 | |
| | | | |
Total Net Assets | | $ | 1,043,651,496 | |
| | | | |
| |
1Investments, at cost | | $ | 776,956,699 | |
2Short-term investments, at cost | | | 8,795,967 | |
10
| | | | |
Net Asset Value | | | | |
Class A: | | | | |
Net assets | | $ | 456,640,287 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 9,388,547 | |
Net asset value per share | | $ | 48.64 | |
Sales charge | | | 5.75 | % |
Offering price per share, equal to net asset value per share / (1 – sales charge) | | $ | 51.61 | |
| |
Class B: | | | | |
Net assets | | $ | 6,789,811 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 162,892 | |
Net asset value per share | | $ | 41.68 | |
| |
Class C: | | | | |
Net assets | | $ | 108,396,623 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 2,636,569 | |
Net asset value per share | | $ | 41.11 | |
| |
Class R: | | | | |
Net assets | | $ | 19,184,575 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 406,382 | |
Net asset value per share | | $ | 47.21 | |
| |
Institutional Class: | | | | |
Net assets | | $ | 452,640,200 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 8,897,704 | |
Net asset value per share | | $ | 50.87 | |
See accompanying notes, which are an integral part of the financial statements.
11
| | |
Statement of operations |
Delaware Select Growth Fund | | Six months ended April 30, 2014 (Unaudited) |
| | | | |
Investment Income: | | | | |
Dividends | | $ | 7,443,423 | |
Interest | | | 5,244 | |
Foreign tax withheld | | | (125,539 | ) |
| | | | |
| | | 7,323,128 | |
| | | | |
Expenses: | | | | |
Management fees | | | 3,945,162 | |
Distribution expenses — Class A | | | 608,642 | |
Distribution expenses — Class B | | | 46,723 | |
Distribution expenses — Class C | | | 576,722 | |
Distribution expenses — Class R | | | 48,027 | |
Dividend disbursing and transfer agent fees and expenses | | | 1,007,485 | |
Accounting and administration expenses | | | 195,291 | |
Reports and statements to shareholders | | | 101,213 | |
Legal fees | | | 67,550 | |
Registration fees | | | 51,180 | |
Custodian fees | | | 34,771 | |
Trustees’ fees and expenses | | | 28,315 | |
Audit and tax | | | 21,199 | |
Other | | | 21,453 | |
| | | | |
| | | 6,753,733 | |
Less waived distribution expenses — Class B | | | (21,229 | ) |
Less expense paid indirectly | | | (507 | ) |
| | | | |
Total operating expenses | | | 6,731,997 | |
| | | | |
Net Investment Income | | | 591,131 | |
| | | | |
| |
Net Realized and Unrealized Gain (Loss): | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | 53,143,965 | |
Foreign currencies | | | (103,058 | ) |
Foreign currency exchange contracts | | | (41,121 | ) |
| | | | |
Net realized gain | | | 52,999,786 | |
| | | | |
Net change in unrealized appreciation (depreciation) of: | | | | |
Investments | | | (33,831,010 | ) |
Foreign currencies | | | 55,965 | |
Foreign currency exchange contracts | | | (51,252 | ) |
| | | | |
Net change in unrealized appreciation (depreciation) | | | (33,826,297 | ) |
| | | | |
Net Realized and Unrealized Gain | | | 19,173,489 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 19,764,620 | |
| | | | |
See accompanying notes, which are an integral part of the financial statements.
12
Statements of changes in net assets
Delaware Select Growth Fund
| | | | | | | | | | | | |
| | Six months ended 4/30/14 (Unaudited) | | | 5/1/13 to 10/31/13* | | | Year ended 4/30/13 | |
| | | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | | | | | |
Net investment income (loss) | | $ | 591,131 | | | $ | (965,321 | ) | | $ | (742,207 | ) |
Net realized gain | | | 52,999,786 | | | | 67,302,926 | | | | 27,403,407 | |
Net change in unrealized appreciation (depreciation) | | | (33,826,297 | ) | | | 56,020,092 | | | | 51,303,468 | |
| | | | | | | | | | | | |
Net increase in net assets resulting from operations | | | 19,764,620 | | | | 122,357,697 | | | | 77,964,668 | |
| | | | | | | | | | | | |
| |
Dividends and Distributions to Shareholders from: | | | | | |
Net realized gain: | | | | | | | | | | | | |
Class A | | | (17,351,802 | ) | | | — | | | | — | |
Class B | | | (462,623 | ) | | | — | | | | — | |
Class C | | | (4,805,334 | ) | | | — | | | | — | |
Class R | | | (642,829 | ) | | | — | | | | — | |
Institutional Class | | | (15,710,265 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
| | | (38,972,853 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
| | | |
Capital Share Transactions: | | | | | | | | | | | | |
Proceeds from shares sold: | | | | | | | | | | | | |
Class A | | | 27,274,740 | | | | 38,390,794 | | | | 167,465,075 | |
Class B | | | 4,339 | | | | 34,863 | | | | 51,136 | |
Class C | | | 2,860,029 | | | | 2,767,596 | | | | 14,253,901 | |
Class R | | | 4,035,873 | | | | 6,248,260 | | | | 7,537,369 | |
Institutional Class | | | 73,225,792 | | | | 80,689,197 | | | | 244,103,444 | |
| | | |
Net asset value of shares based upon reinvestment of dividends and distributions: | | | | | | | | | | | | |
Class A | | | 16,860,803 | | | | — | | | | — | |
Class B | | | 454,001 | | | | — | | | | — | |
Class C | | | 4,630,950 | | | | — | | | | — | |
Class R | | | 642,826 | | | | — | | | | — | |
Institutional Class | | | 15,202,257 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | 145,191,610 | | | | 128,130,710 | | | | 433,410,925 | |
| | | | | | | | | | | | |
14
| | | | | | | | | | | | |
| | Six months ended 4/30/14 (Unaudited) | | | 5/1/13 to 10/31/13* | | | Year ended 4/30/13 | |
| | | |
Capital Share Transactions (continued): | | | | | | | | | | | | |
Cost of shares redeemed: | | | | | | | | | | | | |
Class A | | $ | (68,212,334 | ) | | $ | (69,896,815 | ) | | $ | (125,285,078 | ) |
Class B | | | (4,786,726 | ) | | | (5,702,166 | ) | | | (10,281,457 | ) |
Class C | | | (11,548,610 | ) | | | (9,250,903 | ) | | | (21,729,850 | ) |
Class R | | | (3,765,213 | ) | | | (3,019,236 | ) | | | (4,282,240 | ) |
Institutional Class | | | (75,002,706 | ) | | | (52,708,212 | ) | | | (149,958,269 | ) |
| | | | | | | | | | | | |
| | | (163,315,589 | ) | | | (140,577,332 | ) | | | (311,536,894 | ) |
| | | | | | | | | | | | |
| | | |
Increase (Decrease) in net assets derived from capital share transactions | | | (18,123,979 | ) | | | (12,446,622 | ) | | | 121,874,031 | |
| | | | | | | | | | | | |
Net Increase (Decrease) in Net Assets | | | (37,332,212 | ) | | | 109,911,075 | | | | 199,838,699 | |
| | | |
Net Assets: | | | | | | | | | | | | |
Beginning of period | | | 1,080,983,708 | | | | 971,072,633 | | | | 771,233,934 | |
| | | | | | | | | | | | |
End of period (including undistributed (distributions in excess of) net investment income of $591,131, $ — and $(337,089), respectively) | | $ | 1,043,651,496 | | | $ | 1,080,983,708 | | | $ | 971,072,633 | |
| | | | | | | | | | | | |
* | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. |
See accompanying notes, which are an integral part of the financial statements.
15
Financial highlights
Delaware Select Growth Fund Class A
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment income (loss)3 |
Net realized and unrealized gain (loss) |
Total from investment operations |
|
Less dividends and distributions from: |
Net realized gain |
Total dividends and distributions |
|
Net asset value, end of period |
|
Total return4 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of expenses to average net assets prior to fees waived |
Ratio of net investment income (loss) to average net assets |
Ratio of net investment income (loss) to average net assets prior to fees waived |
Portfolio turnover |
|
|
1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
2 | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. Ratios have been annualized and portfolio turnover and total return have not been annualized. |
3 | The average shares outstanding method has been applied for per share information. |
4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return during some of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect. |
See accompanying notes, which are an integral part of the financial statements.
16
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six months ended 4/30/141 | | | 5/1/13 to | | | Year ended | |
| | | (Unaudited) | | | 10/31/132 | | | 4/30/13 | | | 4/30/12 | | | 4/30/11 | | | 4/30/10 | | | 4/30/09 | |
| | |
| | | | | $ 49.600 | | | | $ 44.010 | | | | $ 40.730 | | | | $ 36.730 | | | | $ 27.950 | | | | $ 18.860 | | | | $ 27.300 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 0.021 | | | | (0.045 | ) | | | (0.025 | ) | | | (0.194 | ) | | | (0.139 | ) | | | (0.209 | ) | | | (0.041 | ) |
| | | | | 0.796 | | | | 5.635 | | | | 3.305 | | | | 4.194 | | | | 8.919 | | | | 9.299 | | | | (8.399 | ) |
| | | | | 0.817 | | | | 5.590 | | | | 3.280 | | | | 4.000 | | | | 8.780 | | | | 9.090 | | | | (8.440 | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | |
| | | | | $ 48.640 | | | | $ 49.600 | | | | $ 44.010 | | | | $ 40.730 | | | | $ 36.730 | | | | $ 27.950 | | | | $ 18.860 | |
| | | | | | | |
| | | | | 1.59% | | | | 12.70% | | | | 8.05% | | | | 10.89% | | | | 31.41% | | | | 48.20% | | | | (30.92% | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | $456,640 | | | | $489,286 | | | | $463,627 | | | | $386,254 | | | | $267,563 | | | | $150,016 | | | | $106,919 | |
| | | | | 1.25% | | | | 1.25% | | | | 1.27% | | | | 1.35% | | | | 1.51% | | | | 1.50% | | | | 1.49% | |
| | | | | 1.25% | | | | 1.25% | | | | 1.27% | | | | 1.35% | | | | 1.58% | | | | 1.73% | | | | 1.85% | |
| | | | | 0.09% | | | | (0.19% | ) | | | (0.06% | ) | | | (0.53% | ) | | | (0.45% | ) | | | (0.89% | ) | | | (0.20% | ) |
| | | | | 0.09% | | | | (0.19% | ) | | | (0.06% | ) | | | (0.53% | ) | | | (0.52% | ) | | | (1.12% | ) | | | (0.56% | ) |
| | | | | 20% | | | | 20% | | | | 38% | | | | 25% | | | | 41% | | | | 49% | | | | 66% | |
|
| | |
17
Financial highlights
Delaware Select Growth Fund Class B
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment loss3 |
Net realized and unrealized gain (loss) |
Total from investment operations |
|
Less dividends and distributions from: |
Net realized gain |
Total dividends and distributions |
|
Net asset value, end of period |
|
Total return4 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of expenses to average net assets prior to fees waived |
Ratio of net investment loss to average net assets |
Ratio of net investment loss to average net assets prior to fees waived |
Portfolio turnover |
|
|
1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
2 | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. Ratios have been annualized and portfolio turnover and total return have not been annualized. |
3 | The average shares outstanding method has been applied for per share information. |
4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return during some of the periods shown reflects a waiver by the manager and/or the distributor. Performance would have been lower had the waivers not been in effect. |
See accompanying notes, which are an integral part of the financial statements.
18
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six months ended 4/30/141 | | | 5/1/13 to | | | Year ended | |
| | | (Unaudited) | | | 10/31/132 | | | 4/30/13 | | | 4/30/12 | | | 4/30/11 | | | 4/30/10 | | | 4/30/09 | |
| | |
| | | | | $ 42.800 | | | | $ 38.120 | | | | $ 35.550 | | | | $ 32.300 | | | | $ 24.760 | | | | $ 16.830 | | | | $ 24.550 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (0.045) | | | | (0.191 | ) | | | (0.285 | ) | | | (0.408 | ) | | | (0.333 | ) | | | (0.355 | ) | | | (0.182 | ) |
| | | | | 0.702 | | | | 4.871 | | | | 2.855 | | | | 3.658 | | | | 7.873 | | | | 8.285 | | | | (7.538 | ) |
| | | | | 0.657 | | | | 4.680 | | | | 2.570 | | | | 3.250 | | | | 7.540 | | | | 7.930 | | | | (7.720 | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | |
| | | | | $ 41.680 | | | | $ 42.800 | | | | $ 38.120 | | | | $ 35.550 | | | | $ 32.300 | | | | $ 24.760 | | | | $ 16.830 | |
| | | | | | | |
| | | | | 1.45% | | | | 12.28% | | | | 7.23% | | | | 10.06% | | | | 30.45% | | | | 47.12% | | | | (31.45% | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | $ 6,790 | | | | $ 11,236 | | | | $ 15,328 | | | | $ 24,562 | | | | $ 31,713 | | | | $ 15,012 | | | | $ 19,222 | |
| | | | | 1.55% | | | | 2.00% | | | | 2.02% | | | | 2.10% | | | | 2.26% | | | | 2.25% | | | | 2.24% | |
| | | | | 2.00% | | | | 2.00% | | | | 2.02% | | | | 2.10% | | | | 2.33% | | | | 2.48% | | | | 2.60% | |
| | | | | (0.21%) | | | | (0.94% | ) | | | (0.81% | ) | | | (1.28% | ) | | | (1.20% | ) | | | (1.64% | ) | | | (0.95% | ) |
| | | | | (0.66%) | | | | (0.94% | ) | | | (0.81% | ) | | | (1.28% | ) | | | (1.27% | ) | | | (1.87% | ) | | | (1.31% | ) |
| | | | | 20% | | | | 20% | | | | 38% | | | | 25% | | | | 41% | | | | 49% | | | | 66% | |
|
| | |
19
Financial highlights
Delaware Select Growth Fund Class C
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment loss3 |
Net realized and unrealized gain (loss) |
Total from investment operations |
|
Less dividends and distributions from: |
Net realized gain |
Total dividends and distributions |
|
Net asset value, end of period |
|
Total return4 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of expenses to average net assets prior to fees waived |
Ratio of net investment loss to average net assets |
Ratio of net investment loss to average net assets prior to fees waived |
Portfolio turnover |
|
|
1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
2 | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. Ratios have been annualized and portfolio turnover and total return have not been annualized. |
3 | The average shares outstanding method has been applied for per share information. |
4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return during some of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect. |
See accompanying notes, which are an integral part of the financial statements.
20
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six months ended 4/30/141 | | | 5/1/13 to | | | Year ended | |
| | | (Unaudited) | | | 10/31/132 | | | 4/30/13 | | | 4/30/12 | | | 4/30/11 | | | 4/30/10 | | | 4/30/09 | |
| | |
| | | | | $ 42.340 | | | | $ 37.710 | | | | $ 35.170 | | | | $ 31.950 | | | | $ 24.500 | | | | $ 16.650 | | | | $ 24.290 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (0.140) | | | | (0.189 | ) | | | (0.282 | ) | | | (0.406 | ) | | | (0.329 | ) | | | (0.357 | ) | | | (0.173 | ) |
| | | | | 0.687 | | | | 4.819 | | | | 2.822 | | | | 3.626 | | | | 7.779 | | | | 8.207 | | | | (7.467 | ) |
| | | | | 0.547 | | | | 4.630 | | | | 2.540 | | | | 3.220 | | | | 7.450 | | | | 7.850 | | | | (7.640 | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | |
| | | | | $ 41.110 | | | | $ 42.340 | | | | $ 37.710 | | | | $ 35.170 | | | | $ 31.950 | | | | $ 24.500 | | | | $ 16.650 | |
| | | | | | | |
| | | | | 1.20% | | | | 12.28% | | | | 7.22% | | | | 10.08% | | | | 30.41% | | | | 47.15% | | | | (31.45% | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | $108,397 | | | | $115,635 | | | | $109,164 | | | | $108,994 | | | | $ 71,800 | | | | $ 29,502 | | | | $ 23,030 | |
| | | | | 2.00% | | | | 2.00% | | | | 2.02% | | | | 2.10% | | | | 2.26% | | | | 2.25% | | | | 2.24% | |
| | | | | 2.00% | | | | 2.00% | | | | 2.02% | | | | 2.10% | | | | 2.33% | | | | 2.48% | | | | 2.60% | |
| | | | | (0.66%) | | | | (0.94% | ) | | | (0.81% | ) | | | (1.28% | ) | | | (1.20% | ) | | | (1.64% | ) | | | (0.95% | ) |
| | | | | (0.66%) | | | | (0.94% | ) | | | (0.81% | ) | | | (1.28% | ) | | | (1.27% | ) | | | (1.87% | ) | | | (1.31% | ) |
| | | | | 20% | | | | 20% | | | | 38% | | | | 25% | | | | 41% | | | | 49% | | | | 66% | |
|
| | |
21
Financial highlights
Delaware Select Growth Fund Class R
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment loss3 |
Net realized and unrealized gain (loss) |
Total from investment operations |
|
Less dividends and distributions from: |
Net realized gain |
Total dividends and distributions |
|
Net asset value, end of period |
|
Total return4 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of expenses to average net assets prior to fees waived |
Ratio of net investment loss to average net assets |
Ratio of net investment loss to average net assets prior to fees waived |
Portfolio turnover |
|
|
1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
2 | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. Ratios have been annualized and portfolio turnover and total return have not been annualized. |
3 | The average shares outstanding method has been applied for per share information. |
4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return during some of the periods shown reflects waivers by the manager and/or distributor. Performance would have been lower had the waivers not been in effect. |
See accompanying notes, which are an integral part of the financial statements.
22
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six months ended 4/30/141 | | | 5/1/13 to | | | Year ended | |
| | | (Unaudited) | | | 10/31/132 | | | 4/30/13 | | | 4/30/12 | | | 4/30/11 | | | 4/30/10 | | | 4/30/09 | |
| | |
| | | | | $ 48.250 | | | | $ 42.870 | | | | $ 39.770 | | | | $ 35.960 | | | | $ 27.430 | | | | $ 18.550 | | | | $ 26.930 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (0.040) | | | | (0.101 | ) | | | (0.124 | ) | | | (0.282 | ) | | | (0.222 | ) | | | (0.265 | ) | | | (0.092 | ) |
| | | | | 0.777 | | | | 5.481 | | | | 3.224 | | | | 4.092 | | | | 8.752 | | | | 9.145 | | | | (8.288 | ) |
| | | | | 0.737 | | | | 5.380 | | | | 3.100 | | | | 3.810 | | | | 8.530 | | | | 8.880 | | | | (8.380 | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | |
| | | | | $ 47.210 | | | | $ 48.250 | | | | $ 42.870 | | | | $ 39.770 | | | | $ 35.960 | | | | $ 27.430 | | | | $ 18.550 | |
| | | | | | | |
| | | | | 1.45% | | | | 12.55% | | | | 7.79% | | | | 10.60% | | | | 31.10% | | | | 47.87% | | | | (31.12% | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | $ 19,184 | | | | $ 18,681 | | | | $ 13,428 | | | | $ 9,294 | | | | $ 4,607 | | | | $ 807 | | | | $ 671 | |
| | | | | 1.50% | | | | 1.50% | | | | 1.52% | | | | 1.60% | | | | 1.76% | | | | 1.75% | | | | 1.74% | |
| | | | | 1.50% | | | | 1.58% | | | | 1.62% | | | | 1.70% | | | | 1.93% | | | | 2.08% | | | | 2.20% | |
| | | | | (0.16%) | | | | (0.44% | ) | | | (0.31% | ) | | | (0.78% | ) | | | (0.70% | ) | | | (1.14% | ) | | | (0.45% | ) |
| | | | | (0.16%) | | | | (0.56% | ) | | | (0.41% | ) | | | (0.88% | ) | | | (0.87% | ) | | | (1.47% | ) | | | (0.91% | ) |
| | | | | 20% | | | | 20% | | | | 38% | | | | 25% | | | | 41% | | | | 49% | | | | 66% | |
|
| | |
23
Financial highlights
Delaware Select Growth Fund Institutional Class
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment income (loss)3 |
Net realized and unrealized gain (loss) |
Total from investment operations |
|
Less dividends and distributions from: |
Net realized gain |
Total dividends and distributions |
|
Net asset value, end of period |
|
Total return4 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of expenses to average net assets prior to fees waived |
Ratio of net investment income (loss) to average net assets |
Ratio of net investment income (loss) to average net assets prior to fees waived |
Portfolio turnover |
|
|
1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
2 | During the period ended Oct. 31, 2013, the Fund changed its fiscal year end from April to October. Ratios have been annualized and portfolio turnover and total return have not been annualized. |
3 | The average shares outstanding method has been applied for per share information. |
4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return during some of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect. |
See accompanying notes, which are an integral part of the financial statements.
24
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six months ended 4/30/141 | | | 5/1/13 to | | | Year ended | |
| | | (Unaudited) | | | 10/31/132 | | | 4/30/13 | | | 4/30/12 | | | 4/30/11 | | | 4/30/10 | | | 4/30/09 | |
| | |
| | | | | $ 51.730 | | | | $ 45.850 | | | | $ 42.320 | | | | $ 38.070 | | | | $ 28.900 | | | | $ 19.450 | | | | $ 28.090 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 0.087 | | | | 0.015 | | | | 0.079 | | | | (0.107 | ) | | | (0.063 | ) | | | (0.150 | ) | | | 0.010 | |
| | | | | 0.830 | | | | 5.865 | | | | 3.451 | | | | 4.357 | | | | 9.233 | | | | 9.600 | | | | (8.650 | ) |
| | | | | 0.917 | | | | 5.880 | | | | 3.530 | | | | 4.250 | | | | 9.170 | | | | 9.450 | | | | (8.640 | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | (1.777) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | |
| | | | | $ 50.870 | | | | $ 51.730 | | | | $ 45.850 | | | | $ 42.320 | | | | $ 38.070 | | | | $ 28.900 | | | | $ 19.450 | |
| | | | | | | |
| | | | | 1.70% | | | | 12.82% | | | | 8.34% | | | | 11.16% | | | | 31.73% | | | | 48.59% | | | | (30.76% | ) |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | $452,640 | | | | $446,146 | | | | $369,526 | | | | $242,130 | | | | $119,948 | | | | $ 53,651 | | | | $ 45,149 | |
| | | | | 1.00% | | | | 1.00% | | | | 1.02% | | | | 1.10% | | | | 1.26% | | | | 1.25% | | | | 1.24% | |
| | | | | 1.00% | | | | 1.00% | | | | 1.02% | | | | 1.10% | | | | 1.33% | | | | 1.48% | | | | 1.60% | |
| | | | | 0.34% | | | | 0.60% | | | | 0.19% | | | | (0.28% | ) | | | (0.20% | ) | | | (0.64% | ) | | | 0.05% | |
| | | | | 0.34% | | | | 0.60% | | | | 0.19% | | | | (0.28% | ) | | | (0.27% | ) | | | (0.87% | ) | | | (0.31% | ) |
| | | | | 20% | | | | 20% | | | | 38% | | | | 25% | | | | 41% | | | | 49% | | | | 66% | |
|
| | |
25
| | |
Notes to financial statements | | |
Delaware Select Growth Fund | | April 30, 2014 (Unaudited) |
Voyageur Mutual Funds III (Trust) is organized as a Delaware statutory trust and offers two series: Delaware Large Cap Core Fund and Delaware Select Growth Fund. These financial statements and the related notes pertain to Delaware Select Growth Fund (Fund). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C, Class R, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of 5.75%. Class A share purchases of $1,000,000 or more will incur a contingent deferred sales charge (CDSC) of 1.00% if redeemed during the first year and 0.50% during the second year, provided that Delaware Distributors, L.P. (DDLP) paid a financial advisor a commission on the purchase of those shares. Class B shares may be purchased only through dividend reinvestment and certain permitted exchanges. Prior to June 1, 2007, Class B shares were sold with a CDSC that declined from 4.00% to zero depending upon the period of time the shares were held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a CDSC of 1.00%, if redeemed during the first 12 months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors.
The investment objective of the Fund is to seek long-term capital appreciation, which the Fund attempts to achieve by investing primarily in equity securities of companies the manager believes have long-term capital appreciation potential and are expected to grow faster than the U.S. economy.
1. Significant Accounting Policies
The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by the Fund.
Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange on the valuation date. Securities traded on the Nasdaq are valued in accordance with the Nasdaq Official Closing Price, which may not be the last sales price. If, on a particular day, an equity security does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Foreign currency exchange contracts and forward foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund’s Board of Trustees (Board). In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures or suspension of trading in a security. The Fund may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Fund values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the
26
interim. To account for this, the Fund may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).
Federal and Foreign Income Taxes — No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken for all open federal income tax years (April 30, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. In regard to foreign taxes only, the Fund has open tax years in certain foreign countries it invests in that may date back to the inception date of the Fund.
Class Accounting — Investment income, common expenses, and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class.
Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Fund’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the exchange rate of such currencies against the U.S. dollar. Transaction gains or losses resulting from changes in exchange rates during the reporting period or upon settlement of the foreign currency transaction are reported in operations for the current period. The Fund generally does not bifurcate that portion of realized gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices. The changes are included with the net realized and unrealized gain or loss on investments. The Fund reports foreign capital gain taxes and foreign currency related transactions as components of realized gains (losses) for financial reporting purposes, whereas such components are treated as ordinary income (loss) for federal income tax purposes.
Repurchase Agreements — The Fund may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Fund’s custodian or a third party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on April 30, 2014.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the fair value of investments, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
27
Notes to financial statements
Delaware Select Growth Fund
1. Significant Accounting Policies (continued)
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material.
Other — Expenses directly attributable to the Fund are charged directly to the Fund. Other expenses common to various funds within the Delaware Investments® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date) for financial reporting purposes. Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Taxable non-cash dividends are recorded as dividend income. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Fund is aware of such dividends, net of all tax withholdings, a portion of which may be reclaimable. Withholding taxes and reclaims on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. The Fund declares and pays distributions from net investment income and net realized gain on investments, if any, at least annually, and may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.
Subject to seeking best execution, the Fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the Fund in cash. In general, best execution refers to many factors, including the price paid or received for a security, the commission charged, the promptness and reliability of execution, the confidentiality and placement accorded the order, and other factors affecting the overall benefit obtained by the Fund on the transaction. There were no commission rebates for the six months ended April 30, 2014.
The Fund may receive earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. There were no earnings credits for the six months ended April 30, 2014.
The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which are used to offset transfer agent fees. If the amount earned is greater than one dollar, the expense paid under this arrangement is included in dividend disbursing and transfer agent fees and expenses on the statement of operations with the corresponding expense offset shown as “expense paid indirectly.” For the six months ended April 30, 2014, the Fund earned $507, under this agreement.
2. Investment Management, Administration Agreements and Other Transactions with Affiliates
In accordance with the terms of its investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.75% on the first $500 million of average daily net assets of the Fund, 0.70% on the next $500 million, 0.65% on the next $1.5 billion, and 0.60% on average daily net assets in excess of $2.5 billion.
Delaware Service Company, Inc. (DSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to the Fund. For these services, the Fund pays DSC fees based on the
28
aggregate daily net assets of the Delaware Investments® Family of Funds at the following annual rate: 0.0050% of the first $30 billion; 0.0045% of the next $10 billion; 0.0040% of the next $10 billion; and 0.0025% of aggregate average daily net assets in excess of $50 billion. The fees payable to DSC under the service agreement described above are allocated among all Funds in the Delaware Investments Family of Funds on a relative net asset value basis. For the six months ended April 30, 2014, the Fund was charged $26,518, for these services.
DSC is also the transfer agent and dividend disbursing agent of the Fund. For these services, the Fund pays DSC fees based on the aggregate daily net assets of the retail funds within the Delaware Investments Family of Funds at the following annual rate: 0.025% of the first $20 billion; 0.020% of the next $5 billion; 0.015% of the next $5 billion; and 0.013% on average daily net assets in excess of $30 billion. This amount is included in the statement of operations as dividend disbursing and transfer agent fees and expenses. For the six months ended April 30, 2014, the amount charged by DSC was $120,830. Pursuant to a sub-transfer agency agreement between DSC and BNY Mellon Investment Servicing (US) Inc. (BNYMIS), BNYMIS provides certain sub-transfer agency services to the Fund. Sub-transfer agency fees are passed on to and paid directly by the Fund.
Pursuant to a distribution agreement and distribution plan, the Fund pays DDLP, the distributor and an affiliate of DMC, an annual distribution and service fee of 0.25% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class B and Class C shares and 0.50% of the average daily net assets of the Class R shares. Effective Jan. 2, 2014 through April 30, 2014*, the distribution and service fee for Class B shares was contractually limited to 0.25% of average daily net assets.
As provided in the investment management agreement, the Fund bears a portion of the cost of resources shared with DMC, including the cost of internal personnel of DMC and/or its affiliates that provide legal, tax, and regulatory reporting services to the Fund. For the six months ended April 30, 2014, the Fund was charged $27,023 for internal legal, tax, and regulatory reporting services provided by DMC and/or its affiliates’ employees.
For the six months ended April 30, 2014, DDLP earned $13,072 for commissions on sales of the Fund’s Class A shares. For the six months ended April 30, 2014, DDLP received gross CDSC commissions of $32 and $651 on redemptions of the Fund’s Class A and Class C shares, respectively, and these commissions were entirely used to offset up-front commissions previously paid by DDLP to broker/ dealers on sales of those shares.
Trustees’ fees include expenses accrued by the Fund for each Trustee’s retainer and meeting fees. Certain officers of DMC, DSC, and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.
* The contractual waiver period is Jan. 2, 2014 through Aug. 28, 2015.
29
Notes to financial statements
Delaware Select Growth Fund
3. Investments
For the six months ended April 30, 2014, the Fund made purchases and sales of investment securities other than short-term investments as follows:
| | | | |
Purchases | | | $217,367,503 | |
Sales | | | $251,986,290 | |
At April 30, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At April 30, 2014, the cost of investments and unrealized appreciation (depreciation) for the Fund were as follows:
| | | | |
Cost of investments | | | $787,126,567 | |
| | | | |
Aggregate unrealized appreciation | | | $272,770,399 | |
Aggregate unrealized depreciation | | | (26,053,882 | ) |
| | | | |
Net unrealized appreciation | | | $246,716,517 | |
| | | | |
For federal income tax purposes, capital loss carryforwards of $21,722,104 may be carried forward and applied against future capital gains. Capital loss carryforwards remaining at Oct. 31, 2013 will expire as follows: $10,725,266 expires in 2015 and $11,046,838 expires in 2016.
On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes are generally effective for taxable years beginning after the date of enactment. Under the Act, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.
U.S. GAAP defines fair value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. A three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The Fund’s investment in its entirety is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-level hierarchy of inputs is summarized below.
| | |
Level 1 – | | inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, exchange-traded options contracts) |
30
| | |
Level 2 – | | other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities) |
| |
Level 3 – | | inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities) |
Level 3 investments are valued using significant unobservable inputs. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Valuations may also be based upon current market prices of securities that are comparable in coupon, rating, maturity, and industry. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.
The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of April 30, 2014:
| | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Total | |
Common Stock | | $ | 1,020,910,876 | | | $ | — | | | $ | 1,020,910,876 | |
Limited Partnership | | | 4,135,500 | | | | — | | | | 4,135,500 | |
Short-Term Investments | | | — | | | | 8,796,708 | | | | 8,796,708 | |
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Total | | $ | 1,025,046,376 | | | $ | 8,796,708 | | | $ | 1,033,843,084 | |
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Foreign Currency Exchange Contracts | | $ | — | | | $ | (51,252 | ) | | $ | (51,252 | ) |
During the period ended April 30, 2014, there were no transfers between Level 1 investments, Level 2 investments, or Level 3 investments that had a significant impact to the Fund. This does not include transfers between Level 1 investments and Level 2 investments due to the Fund utilizing international fair value pricing during the period. In accordance with the Fair Valuation Procedures described in Note 1, international fair value pricing of securities in the Fund occurs when market volatility exceeds an established rolling threshold. If the threshold is exceeded on a given date, then prices of international securities (those that traded on exchanges that close at a different time than the time that the Fund’s Net Asset Value is determined) will be established using a separate pricing feed from a third party vendor designed to establish a price for each such security as of the time that the Fund’s Net Asset Value is determined. Further, international fair value pricing uses other observable market-based inputs in place of the closing exchange price due to the events occurring after the close of the exchange or market on which the investment is principally traded, causing a change in classification between levels. The Fund’s policy is to recognize transfers between levels at the beginning of the reporting period.
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Notes to financial statements
Delaware Select Growth Fund
3. Investments (continued)
A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning, interim, or end of the period in relation to net assets. At April 30, 2014, there were no Level 3 investments.
4. Capital Shares
Transactions in capital shares were as follows:
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| | Six months ended 4/30/14 | | | 5/1/13 to 10/31/13 | | | Year ended 4/30/13 | |
Shares sold: | | | | | | | | | | | | |
Class A | | | 542,367 | | | | 833,177 | | | | 4,141,291 | |
Class B | | | 54 | | | | 870 | | | | 1,424 | |
Class C | | | 67,857 | | | | 69,251 | | | | 420,846 | |
Class R | | | 82,545 | | | | 140,225 | | | | 188,960 | |
Institutional Class | | | 1,398,830 | | | | 1,657,906 | | | | 5,865,039 | |
Shares issued upon reinvestment of dividends and distributions: | | | | | | | | | | | | |
Class A | | | 341,867 | | | | — | | | | — | |
Class B | | | 10,738 | | | | — | | | | — | |
Class C | | | 110,762 | | | | — | | | | — | |
Class R | | | 13,417 | | | | — | | | | — | |
Institutional Class | | | 295,017 | | | | — | | | | — | |
| | | 2,863,454 | | | | 2,701,429 | | | | 10,617,560 | |
Shares redeemed: | | | | | | | | | | | | |
Class A | | | (1,360,653 | ) | | | (1,503,326 | ) | | | (3,089,492 | ) |
Class B | | | (110,392 | ) | | | (140,454 | ) | | | (290,297 | ) |
Class C | | | (272,898 | ) | | | (232,992 | ) | | | (625,602 | ) |
Class R | | | (76,724 | ) | | | (66,333 | ) | | | (109,369 | ) |
Institutional Class | | | (1,419,853 | ) | | | (1,094,431 | ) | | | (3,525,607 | ) |
| | | (3,240,520 | ) | | | (3,037,536 | ) | | | (7,640,367 | ) |
Net increase (decrease) | | | (377,066 | ) | | | (336,107 | ) | | | 2,977,193 | |
For the periods Nov. 1, 2013 to April 30, 2014 and May 1, 2013 to Oct. 31, 2013 and year ended April 30, 2013,28,593 Class B shares were converted to 24,505 Class A shares valued at $1,242,311, 36,184 Class B shares were converted to 31,287 Class A shares valued at $1,464,263, and 108,442 Class B shares were converted to 94,300 Class A shares valued at $3,846,650, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and the statements of changes in net assets.
5. Line of Credit
The Fund, along with certain other funds in the Delaware Investments® Family of Funds (Participants), was a participant in a $125,000,000 revolving line of credit to be used for temporary or emergency
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purposes as an additional source of liquidity to fund redemptions of investor shares. Under the agreement, the Participants were charged an annual commitment fee of 0.08%, which was allocated across the Participants on the basis of each Participant’s allocation of the entire facility. The Participants were permitted to borrow up to a maximum of one third of their net assets under the agreement. Each Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit under the agreement expired on Nov. 12, 2013.
On Nov. 12, 2013, the Fund, along with the other Participants, entered into an amendment to the agreement for a $225,000,000 revolving line of credit. The line of credit is to be used as described above and operates in substantially the same manner as the original agreement. The line of credit available under the agreement expires on Nov. 10, 2014.
The Fund had no amounts outstanding as of April 30, 2014 or at any time during the period then ended.
6. Derivatives
U.S. GAAP requires disclosures that enable investors to understand: (1) how and why an entity uses derivatives; (2) how they are accounted for; and (3) how they affect an entity’s results of operations and financial position.
Foreign Currency Exchange Contracts — The Fund may enter into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Fund may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Fund may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. In addition, the Fund may enter into these contracts to facilitate or expedite the settlement of portfolio transactions. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Fund’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.
The Fund entered into foreign currency exchange contracts to facilitate or expedite the settlement of portfolio transactions.
At April 30, 2014, the Fund had foreign currency risk, which is disclosed in the statement of operations.
33
Notes to financial statements
Delaware Select Growth Fund
6. Derivatives (continued)
Derivatives Generally. The table below summarizes the average balance of derivative holdings by the Fund during the period ended April 30, 2014.
| | | | |
| | Long Derivative Volume | | Short Derivative Volume |
Foreign currency exchange contracts (average cost) | | $621,574 | | $430,936 |
7. Offsetting
In December 2011, the Financial Accounting Standards Board (FASB) issued guidance that expands current disclosure requirements on the offsetting of certain assets and liabilities. The new disclosures are required for investments and derivative financial instruments subject to master netting or similar agreements which are eligible for offset in the statement of assets and liabilities and will require an entity to disclose both gross and net information about such investments and transactions in the financial statements. In January 2013, the FASB issued guidance that clarifies which investments and transactions are subject to the offsetting disclosure requirements. The scope of the disclosure requirements for offsetting is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. The guidance is effective for financial statements with fiscal years beginning on or after Jan. 1, 2013, and interim periods within those fiscal years. The Fund adopted the disclosure provisions on offsetting during the current reporting period.
In order to better define its contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund entered into an International Swaps and Derivatives Association, Inc. Master Agreement (ISDA Master Agreement) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs over-the-counter (OTC) derivatives and foreign exchange contracts and typically contains, among other things, collateral posting items and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default (close-out) netting including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency, or other events.
For financial reporting purposes, the Fund does not offset derivative assets and derivatives liabilities that are subject to netting arrangements in the statement of assets and liabilities.
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At April 30, 2014, the Fund had the following assets and liabilities subject to offsetting provisions:
Offsetting of Financial Assets and Liabilities and Derivative Assets and Liabilities
| | | | | | |
Counterparty | | Gross Value of Derivative Asset | | Gross Value of Derivative Liability | | Net Position |
BNY Mellon | | $— | | $(2,831) | | $(2,831) |
| | | | | | | | | | | | |
| | | | Fair Value of Non-Cash | | Cash Collateral | | Fair Value of Non-Cash | | Cash Collateral | | |
Counterparty | | Net Position | | Collateral Received | | Received | | Collateral Pledged | | Pledged | | Net Amount(a) |
BNY Mellon | | $(51,252) | | $— | | $— | | $— | | $— | | $(51,252) |
Master Repurchase Agreements
| | | | | | | | |
| | | | Fair Value of Non-Cash | | Cash Collateral | | |
Counterparty | | Repurchase Agreements | | Collateral Received | | Received | | Net Amount(a) |
Bank of America Merrill Lynch | | $1,160,119 | | $(1,160,119) | | $— | | $— |
Bank of Montreal | | 386,706 | | (386,706) | | — | | — |
BNP Paribas | | 4,529,175 | | (4,529,175) | | — | | — |
Total | | $6,076,000 | | $(6,076,000) | | $— | | $— |
(a)Net represents the receivable/(payable) that would be due from/(to) the counterparty in the event of default.
8. Securities Lending
The Fund, along with other funds in the Delaware Investments® Family of Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with The Bank of New York Mellon (BNY Mellon). At the time a security is loaned, the borrower must post collateral equal to the required percentage of the market value of the loaned security, including any accrued interest. The required percentage is: (1) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (2) 105% with respect to foreign securities. With respect to each loan, if on any business day the aggregate market value of securities collateral plus cash collateral held is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral by the end of the following business day which, together with the collateral already held, will be not less than the applicable initial collateral requirements for such security loan. If the aggregate market value of securities collateral and cash collateral held with respect to a security loan exceeds the applicable initial collateral requirement, upon the request of the borrower, BNY Mellon must return enough collateral to the borrower by the end of the following business day to reduce the value of the remaining collateral to the applicable initial collateral requirement for such security loan. As a result of the foregoing, the value of the collateral held with respect to a loaned security on any particular day may be more or less than the value of the security on loan.
Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by DMC that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in
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Notes to financial statements
Delaware Select Growth Fund
8. Securities Lending (continued)
U.S. government securities and high quality corporate debt, asset-backed and other money market securities, and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Fund can also accept U.S. government securities and letters of credit (non-cash collateral) in connection with securities loans. In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Fund or, at the discretion of the lending agent, replace the loaned securities. The Fund continues to record dividends or interest, as applicable, on the securities loaned and is subject to changes in value of the securities loaned that may occur during the term of the loan. The Fund has the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by non-cash collateral, the Fund receives loan premiums paid by the borrower. With respect to security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Fund, the security lending agent and the borrower. The Fund records security lending income net of allocations to the security lending agent and the borrower.
The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Fund may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in a Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Fund may not receive an amount from the Collective Trust that is equal in amount to the collateral the Fund would be required to return to the borrower of the securities and the Fund would be required to make up for this shortfall.
During the period ended April 30, 2014, the Fund had no securities out on loan.
9. Credit and Market Risk
The Fund invests a significant portion of its assets in small- and mid-sized companies and may be subject to certain risks associated with ownership of securities of such companies. Investments in small-or mid-sized companies may be more volatile than investments in larger companies for a number of reasons, which include more limited financial resources or a dependence on narrow product lines.
Some countries in which the Fund may invest require governmental approval for the repatriation of investment income, capital, or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.
The securities exchanges of certain foreign markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Fund may be inhibited. In addition, a significant portion of the aggregate market value
36
of equity securities listed on the major securities exchanges in emerging markets is held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Fund.
The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Fund’s Board has delegated to DMC, the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities. As of April 30, 2014, there were no Rule 144A securities held in the Fund. Illiquid securities have been identified in the schedule of investments.
10. Contractual Obligations
The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.
11. Subsequent Events
Effective June 3, 2014, Jackson Square Partners, LLC (JSP) is serving as sub-advisor to the Fund.
Management has determined that no other material events or transactions occurred subsequent to April 30, 2014 that would require recognition or disclosure in the Fund’s financial statements.
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About the organization
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Board of trustees | | | | | | |
Patrick P. Coyne Chairman, President, and Chief Executive Officer Delaware Investments® Family of Funds Philadelphia, PA Thomas L. Bennett Private Investor Rosemont, PA Affiliated officers David F. Connor Senior Vice President, Deputy General Counsel, and Secretary Delaware Investments Family of Funds Philadelphia, PA | | Joseph W. Chow Former Executive Vice President State Street Corporation Brookline, MA John A. Fry President Drexel University Philadelphia, PA Daniel V. Geatens Vice President and Treasurer Delaware Investments Family of Funds Philadelphia, PA | | Lucinda S. Landreth Former Chief Investment Officer Assurant, Inc. Philadelphia, PA Frances A. Sevilla-Sacasa Chief Executive Officer Banco Itaú International Miami, FL David P. O’Connor Executive Vice President, General Counsel, and Chief Legal Officer Delaware Investments Family of Funds Philadelphia, PA | | Thomas K. Whitford Former Vice Chairman PNC Financial Services Group Pittsburgh, PA Janet L. Yeomans Former Vice President and Treasurer 3M Corporation St. Paul, MN J. Richard Zecher Founder Investor Analytics Scottsdale, AZ Richard Salus Senior Vice President and Chief Financial Officer Delaware Investments Family of Funds Philadelphia, PA |
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This semiannual report is for the information of Delaware Select Growth Fund shareholders, but it may be used with prospective investors when preceded or accompanied by the Delaware Investments Fund fact sheet for the most recently completed calendar quarter. These documents are available at delawareinvestments.com.
Delaware Investments is the marketing name of Delaware Management Holdings, Inc. and its subsidiaries.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities are available without charge (i) upon request, by calling 800 523-1918; and (ii) on the SEC’s website at sec.gov. In addition, a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities and the Fund’s Schedule of Investments are available without charge on the Fund’s website at delawareinvestments.com. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.; information on the operation of the Public Reference Room may be obtained by calling 800 SEC-0330.
Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at delawareinvestments.com; and (ii) on the SEC’s website at sec.gov.
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Item 2. Code of Ethics
Not applicable.
Item 3. Audit Committee Financial Expert
Not applicable.
Item 4. Principal Accountant Fees and Services
Not applicable.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Investments
(a) Included as part of report to shareholders filed under Item 1 of this Form N-CSR.
(b) Divestment of securities in accordance with Section 13(c) of the Investment Company Act of 1940.
Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 11. Controls and Procedures
The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in providing reasonable assurance that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
There were no significant changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by the report to stockholders included herein (i.e., the registrant’s second fiscal quarter) that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits
(a) (1) Code of Ethics
Not applicable.
(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2 under the Investment Company Act of 1940 are attached hereto as Exhibit 99.CERT.
(3) Written solicitations to purchase securities pursuant to Rule 23c-1 under the Securities Exchange Act of 1934.
Not applicable.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith as Exhibit 99.906CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.
Name of Registrant: VOYAGEUR MUTUAL FUNDS III
/s/ PATRICK P. COYNE |
By: | Patrick P. Coyne |
Title: | Chief Executive Officer |
Date: | June 27, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ PATRICK P. COYNE |
By: | Patrick P. Coyne |
Title: | Chief Executive Officer |
Date: | June 27, 2014 |
|
/s/ RICHARD SALUS |
By: | Richard Salus |
Title: | Chief Financial Officer |
Date: | June 27, 2014 |