Delaware Group Equity Funds Iv N-14 Registration statement for investment companies business combination

As filed with the Securities and Exchange Commission June 19, 2019

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ___                    [   ]

Post-Effective Amendment No.                   [   ]

(Check appropriate box or boxes)

DELAWARE GROUP EQUITY FUNDS IV

(Exact Name of Registrant as Specified in Charter)

(800) 523-1918

(Registrant's Area Code and Telephone Number)

2005 Market Street, Philadelphia, PA 19103-7094

(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)

David F. Connor, Esq., 2005 Market Street, Philadelphia, PA 19103-7094

(Name and Address of Agent for Service of Process) (Number, Street, City, State, Zip Code)

Approximate Date of Proposed Public Offering:  As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of securities being registered:  Delaware Covered Call Strategy Fund, Delaware Equity Income Fund, Delaware Global Equity Fund, Delaware Growth and Income Fund, Delaware Hedged U.S. Equity Opportunities Fund, Delaware International Fund, Delaware Opportunity Fund, Delaware Premium Income Fund, Delaware U.S. Growth II Fund, Delaware Special Situations Fund, Delaware Total Return Fund, Delaware Floating Rate II Fund, Delaware Fund for Income, Delaware Government Cash Management Fund, Delaware Emerging Markets Debt II Fund, Delaware Investment Grade Fund, Delaware Limited Duration Bond Fund, and Delaware Strategic Income II Fund.

No filing fee is due because Registrant is relying on section 24(f) of the Investment Company Act of 1940, as amended.

It is proposed that this filing will become effective on July 19, 2019, pursuant to Rule 488 under the Securities Act of 1933, as amended.

FIRST INVESTORS INCOME FUNDS

FIRST INVESTORS EQUITY FUNDS

FIRST INVESTORS TAX EXEMPT FUNDS

40 Wall Street

New York, New York 10005

(212) 858-8000

[_____________], 2019

ACTION REQUIRED

Dear Shareholder:

You are cordially invited to a joint special meeting of shareholders of each of the First Investors Funds identified in the enclosed Notice of Joint Special Meeting of Shareholders (the “Notice”), which will be held at 9:00 a.m., Eastern Time, at the offices of First Investors Funds on October 1, 2019 (together with any postponements or adjournments thereof, the “Meeting”).  The purpose of the Meeting is to vote on an important proposal that affects the First Investors Funds identified in the Notice (each, a “First Investors Fund,” and collectively, the “First Investors Funds”).

On April 6, 2019, Foresters Investment Management Company, Inc. (“FIMCO”), the investment adviser to the First Investors Funds, entered into an agreement with Macquarie Management Holdings, Inc. (“MMHI”), a leading independent global investment management company, whereby MMHI, on behalf of its affiliate Delaware Management Company (“DMC”), a series of Macquarie Investment Management Business Trust (“Macquarie”), will acquire FIMCO’s asset management business (the “Transaction”).  In connection with the Transaction, the Board of Trustees of the First Investors Trusts have approved, pursuant to an Agreement and Plan of Reorganization (the “Agreement”), the transfer of all assets and liabilities of each First Investors Fund to a corresponding, newly formed fund (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds”) in the Delaware Funds by Macquarie family of funds (each, a “Reorganization” and together, the “Reorganizations”).  Following the Reorganizations, each Acquiring Fund will be managed by DMC and each Acquiring Fund will have the same or substantially the same investment objective and similar principal investment strategies and principal risks as the corresponding First Investors Fund.

At the Meeting, you will be asked to vote on the Agreement pursuant to which the proposed Reorganization of your First Investors Fund(s) would be effected.  If shareholders approve the Agreement, and certain other closing conditions are satisfied or waived, you will receive after the closing of the Reorganizations (in accordance with the terms of the Agreement) a number of shares of beneficial interest of the corresponding Acquiring Fund equal in value to the value of the shares of your First Investors Fund(s) held immediately prior to the Reorganizations.

Combining the First Investors Funds and the Delaware Funds by Macquarie family of funds onto a single operating platform will create a larger fund family that offers a broad range of equity, fixed-income, alternative and other investment options.

After careful consideration of the proposed Reorganizations, the Board of Trustees of the First Investors Trusts has unanimously approved and recommends that you vote “FOR” the Agreement as described in the joint Proxy Statement/Prospectus.

No sales loads, commissions or other transaction fees will be imposed on shareholders in connection with the Reorganizations. Each of the Reorganizations is expected to be tax-free for U.S. federal income tax purposes. Accordingly, it is expected that each First Investors Fund and its shareholders will not recognize any gain or loss for U.S. federal income tax purposes as a direct result of a Reorganization.

The enclosed Joint Proxy Statement/Prospectus describes the Agreement and compares each First Investors Fund to its corresponding Acquiring Fund.  You should review these materials carefully.  If shareholders approve the Agreement, the Reorganizations are expected to occur on or about October 4, 2019.  FIMCO also sponsors other funds that are not part of the Joint Proxy Statement/Prospectus. Shareholders of those other First Investors funds are voting on a reorganization proposal that will involve their First Investors funds combining with other funds in the Delaware Funds by Macquarie family of funds, as described in a separate joint proxy statement/prospectus.

Your vote is important no matter how many shares you own.  Please take a moment after reviewing the enclosed materials to sign and return your proxy card in the enclosed postage paid return envelope.  You may also vote by telephone or through a website established for that purpose by following the instructions that appear on the

enclosed proxy card.  It is important that we receive your vote by October 1, 2019 at 9:00 a.m.  If you attend the Meeting, you may vote in person.  If you have questions, please call our proxy solicitor, AST Fund Solutions, LLC, at [phone number].  If we do not hear from you, you may receive a telephone call from our proxy solicitor, encouraging you to vote.

Sincerely,

__________________________E. Blake Moore Jr.

President of First Investors Family of Funds

FIRST INVESTORS INCOME FUNDS

FIRST INVESTORS EQUITY FUNDS

FIRST INVESTORS TAX EXEMPT FUNDS

40 Wall Street

New York, New York 10005

(212) 858-8000

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERSTo Be Held on October 1, 2019

Notice is hereby given that a joint special meeting (together with any postponements or adjournments thereof, the “Meeting”) of shareholders of the First Investors Funds identified in the chart below (each, a “First Investors Fund” and collectively, the “First Investors Funds”) will be held on October 1, 2019 at 9:00 a.m., Eastern Time, at 40 Wall Street, New York, New York, 10005, to vote on the following proposal:

To approve an Agreement and Plan of Reorganization (the “Agreement”) that provides for the reorganization of each First Investors Fund into a corresponding, newly formed fund in the Delaware Funds by Macquarie family of funds as set forth in the chart below (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds”), including: (i) the transfer of all assets of the First Investors Fund to the Acquiring Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the First Investors Fund, (ii) the distribution of shares of the Acquiring Fund pro rata to shareholders of the First Investors Fund in complete liquidation of the First Investors Fund; and (iii) the cancellation of the outstanding shares of the First Investors Fund (all of the foregoing being referred to as the “Reorganization”).

First Investors Fund	Corresponding Acquiring Fund
First Investors Covered Call Strategy Fund	Delaware Covered Call Strategy Fund
First Investors Equity Income Fund	Delaware Equity Income Fund
First Investors Global Fund	Delaware Global Equity Fund
First Investors Growth & Income Fund	Delaware Growth and Income Fund
First Investors Hedged U.S. Equity Opportunities Fund	Delaware Hedged U.S. Equity Opportunities Fund
First Investors Opportunity Fund	Delaware Opportunity Fund
First Investors International Fund	Delaware International Fund
First Investors Premium Income Fund	Delaware Premium Income Fund
First Investors Select Growth Fund	Delaware Growth Equity Fund
First Investors Special Situations Fund	Delaware Special Situations Fund
First Investors Total Return Fund	Delaware Total Return Fund
First Investors Floating Rate Fund	Delaware Floating Rate II Fund
First Investors Fund For Income	Delaware Fund for Income
First Investors Government Cash Management Fund	Delaware Government Cash Management Fund
First Investors International Opportunities Bond Fund	Delaware International Opportunities Bond Fund
First Investors Investment Grade Fund	Delaware Investment Grade Fund
First Investors Limited Duration Bond Fund	Delaware Limited Duration Bond Fund
First Investors Strategic Income Fund	Delaware Strategic Income II Fund

First Investors Fund	Corresponding Acquiring Fund
First Investors Tax Exempt Income Fund	Delaware Tax-Exempt Income Fund
First Investors Tax Exempt Opportunities Fund	Delaware Tax-Exempt Opportunities Fund
First Investors California Tax Exempt Fund	Delaware Tax-Free California II Fund
First Investors New Jersey Tax Exempt Fund	Delaware Tax-Free New Jersey Fund
First Investors New York Tax Exempt Fund	Delaware Tax-Free New York II Fund
First Investors Oregon Tax Exempt Fund	Delaware Tax-Free Oregon Fund

If shareholders of a First Investors Fund approve the Agreement, and certain other closing conditions are satisfied or waived, shareholders of the First Investors Fund will receive after the closing of the Reorganization (in accordance with the terms of the Agreement) a number of shares of beneficial interest of the corresponding Acquiring Fund equal in value to the value of the shares of the First Investors Fund held immediately prior to the Reorganization.

Each Acquiring Fund will have the same or substantially the same investment objective and similar principal investment strategies and principal risks as its corresponding First Investors Fund.  The Reorganization is discussed in detail in the Joint Proxy Statement/Prospectus attached to this notice.  Please read those materials carefully for information concerning the Reorganization.

Shareholders of record as of the close of business on June 28, 2019 are entitled to notice of, and to vote at, the Meeting, even if such shareholders no longer own shares of the First Investors Fund(s) at the time of the Meeting. The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting.  Shareholders of each First Investors Fund will vote separately on the Agreement, with all classes of the First Investors Fund voting together, and the proposed Reorganization will be effected as to a particular First Investors Fund only if that Fund’s shareholders approve the Agreement and certain conditions of the Agreement are met or waived.

The Board of Trustees of the First Investors Income Funds, First Investors Equity Funds and First Investors Tax Exempt Funds (the “First Investors Trusts”), on behalf of each of the First Investors Funds, has unanimously approved and recommend that you cast your vote “FOR” the Agreement as described in the Joint Proxy Statement/Prospectus.

You are requested to complete, date, and sign the enclosed proxy card(s) and return it (them) promptly in the envelope provided for that purpose. Your proxy card(s) also provides instructions for voting via telephone or the Internet if you wish to utilize these voting options.

Some shareholders hold shares of more than one First Investors Fund and may receive proxy cards or proxy materials for each First Investors Fund owned.  Please sign and return the proxy card in the postage paid return envelope, or vote via telephone or the Internet, for each First Investors Fund held.

You may revoke your proxy at any time before it is exercised by submitting a written notice of revocation or a subsequently executed proxy or by attending the Meeting and voting in person.

By Order of the Board of Trustees of the First Investors Trusts,

Scott Richardson

Secretary

[___________], 2019

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO

COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD(S) IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE RETURNED PROMPTLY.

FOR YOUR CONVENIENCE, YOU MAY ALSO VOTE BY TELEPHONE OR INTERNET BY FOLLOWING THE ENCLOSED INSTRUCTIONS. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD(S) UNLESS YOU ELECT TO CHANGE YOUR VOTE.

Important Notice Regarding the Availability of Proxy Materials for the Meeting.  This Notice and the Joint Proxy Statement and Prospectus are available on the internet at [             ]. On this webpage, you will be able to access the Notice, the Joint Proxy Statement and Prospectus, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.  We encourage you to access and review all of the important information contained in the proxy materials before voting.

_______________________________

IMPORTANT INFORMATION TO HELP YOU UNDERSTANDAND VOTE ON THE PROPOSAL_______________________________

We are providing you with this overview of the proposal on which your vote is requested.  Please read the full text of the Joint Proxy Statement/Prospectus, which contains additional information about the proposal, and keep it for future reference.  Your vote is important.

Questions and Answers

Q.Why are you sending me the Joint Proxy Statement/Prospectus?

A.You are receiving a Joint Proxy Statement/Prospectus because you owned shares of one or more First Investors Funds as of June 28, 2019 and you have the right to vote on the very important proposal described therein concerning your First Investors Fund(s).  The Joint Proxy Statement/Prospectus contains information that you should know before voting on the Agreement and which, if the proposed Reorganizations take place, will result in important changes to your investment in the First Investors Funds.  The document is both a proxy statement of the First Investors Funds and also a prospectus for the corresponding Acquiring Funds.

Q.What am I being asked to vote upon?

A.You are being asked to approve an agreement to effect the reorganization of the First Investors Fund(s) of which you own shares into corresponding newly formed fund(s) in a different mutual fund family. Specifically, as a shareholder of one or more First Investors Funds identified on the Notice of Joint Special Meeting of Shareholders (each, a “First Investors Fund,” and, collectively, the “First Investors Funds”), you are being asked to consider and approve an Agreement and Plan of Reorganization (the “Agreement”) under which the assets and liabilities of your First Investors Fund will be transferred to a newly formed fund in the Delaware Funds by Macquarie family of funds with the same investment objectives (with the exception of Delaware Government Cash Management Fund, which is substantially the same) and similar principal investment strategies and principal risks as the corresponding First Investors Fund (each, an “Acquiring Fund,” and, collectively, the “Acquiring Funds”).  A table showing each First Investors Fund and its corresponding Acquiring Fund is included in Exhibit A to the Joint Proxy Statement/Prospectus.

If shareholders of a First Investors Fund approve the Agreement and certain other closing conditions are satisfied or waived, the Class A shares, Advisor Class shares and Institutional Class shares you currently own of a First Investors Fund would be exchanged for the Class A, Institutional Class, and Class R6 shares, respectively,  of the corresponding Acquiring Fund as set forth in Exhibit A to the Joint Proxy Statement/Prospectus with a value equal to the value of the class of the shares of the  First Investors Fund the shareholder held immediately prior to the Reorganization.  The outstanding shares of the First Investors Funds will be cancelled as permitted by the organizational documents of the First Investors Funds and applicable law.  Each Trust of which the First Investors Funds are series that receives shareholder approval of the Agreement for each of its series will thereafter wind up its affairs and be dissolved under applicable law and deregistered under the Investment Company Act of 1940, as amended (the “1940 Act”).  We refer to each such reorganization as a “Reorganization,” and collectively, as the “Reorganizations.”

Q/A-1

Q.Why are the Reorganizations being proposed?

A.On April 6, 2019, Foresters Investment Management Company, Inc. (“FIMCO”), the investment adviser to the First Investors Funds, entered into an agreement with Macquarie Management Holdings, Inc. (“MMHI”), a leading independent global investment management company, whereby MMHI, on behalf of its affiliate Delaware Management Company (“DMC”), a series of Macquarie Investment Management Business Trust (“Macquarie”), will acquire FIMCO’s asset management business (the “Transaction”).  In connection with the Transaction, the Board of Trustees of the First Investors Equity Funds, First Investors Income Funds and First Investors Tax Exempt Funds (each, a “First Investors Trust” and the Board of Trustees of each First Investors Trust, together, the “First Investors Board”), of which the First Investors Funds are series, has approved the Agreement pursuant to which  each First Investors Fund would be reorganized into its corresponding Acquiring Fund by transferring the assets and liabilities of each First Investors Fund to a newly formed Acquiring Fund in the Delaware Funds by Macquarie family of funds, with the same or substantially the same investment objective and similar principal investment strategies and principal risks as the corresponding First Investors Fund.

Combining the First Investors Funds and the Delaware Funds by Macquarie family of funds onto a single operating platform will create a larger family of funds that will offer a broader range of equity, fixed-income, alternative and other investment options.

Q.What effect will a Reorganization have on me as a shareholder of a First Investors Fund?

A.Immediately after the closing of a Reorganization, you will own shares of an Acquiring Fund of the class as indicated in Exhibit A that are equal in value to the value of the shares of the corresponding First Investors Fund that you held immediately prior to the closing of the Reorganization.  The share classes offered by the First Investors Funds and the corresponding share classes of the Acquiring Funds that First Investors Fund shareholders will receive in the Reorganizations are as follows:

First Investors Funds Share Classes	Acquiring Funds Corresponding Share Classes
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6

DMC will serve as the investment adviser to each Acquiring Fund.  As an Acquiring Fund shareholder, you will have access to an array of Macquarie’s investment options, which upon completion of the Reorganizations, will include more than 59 mutual funds managed by Macquarie and its affiliates.  You will also have full access to Macquarie’s shareholder and transfer agency servicing platforms, which provide customer assistance through the Internet, by telephone and by mail.  Other than for custody services, the Acquiring Funds use different service providers than the First Investors Funds and, as a result, the processes and mechanisms that shareholders who purchase shares directly from the First Investors Funds (and not through a financial intermediary) currently utilize and the persons or entities that such shareholders currently contact to buy, redeem and exchange shares and otherwise manage their account may change.  In addition, certain investor services and investment privileges will be different.  These differences are described in the Joint Proxy Statement/Prospectus.

Q/A-2

Q.If the Agreement is approved by shareholders, who will be managing my Fund?

A.DMC serves as the primary investment adviser for each Acquiring Fund.  DMC will manage the investment operations of the Acquiring Funds upon the closing of the Reorganizations and commencement of operations and has agreed to perform or arrange for the performance of each Acquiring Fund’s day-to-day management pursuant to an investment advisory agreement.  As of March 31, 2019, DMC and its global affiliates within Macquarie Investment Management managed in the aggregate $246,362 million in assets in various institutional or separately managed, investment company, and insurance accounts.

Q.Are there any significant differences between the investment objectives and principal investment strategies and risks of each First Investors Fund and its corresponding Acquiring Fund?

A.No.  Each Acquiring Fund has the same or substantially the same investment objective and similar principal investment strategies and principal risks as its corresponding First Investors Fund.  The investment objectives of each First Investors Fund and Acquiring Fund can be changed by its respective Board of Trustees without shareholder approval.  Exhibit C shows a comparison of the principal investment strategies and principal risks for the Funds.

Q.Are there any significant differences between the advisory fee or total annual fund operating expenses of each First Investors Fund and its corresponding Acquiring Fund?

A.For most Funds, at current asset levels, the investment advisory fee rate for the Acquiring Fund is equal to or lower than the investment advisory fee rate for the corresponding First Investors Fund. At current asset levels, for the First Investors Limited Duration Bond Fund, First Investors Opportunity Fund, First Investors Strategic Income Fund, First Investors California Tax Exempt Fund, First Investors New Jersey Tax Exempt Fund, First Investors New York Tax Exempt Fund, and First Investors Oregon Tax Exempt Fund, the investment advisory fee rate for the corresponding Acquiring Fund is higher.

However, DMC, has agreed to waive its advisory fee and/or reimburse fund expenses of each Acquiring Fund for two years from the closing date of the Reorganization so that each Acquiring Fund’s total annual fund operating expenses will be no greater than the total annual fund operating expenses of its corresponding First Investors Fund.  Absent DMC’s fee waiver arrangement, the total annual fund operating expenses of each Acquiring Fund may be higher than the total annual fund operating expenses of the corresponding First Investors Fund.  The fee waiver arrangement and a comparison of the total and net annual fund operating expenses of the First Investors Funds and the Acquiring Funds are described in the “Comparison of Fees and Expenses” section of the Joint Proxy Statement/Prospectus. See Exhibit I for an in-depth comparison of the current and contractual investment advisory fee rates for each Fund.

Q.Will there be any sales load, commission or other transactional fee in connection with the Reorganization?

A.No.  The value of the shares of a First Investors Fund that you own will be exchanged for shares of the same or a comparable class of the corresponding Acquiring Fund without the imposition of any sales load, commission or other transactional fee.

Q.What are the expected federal income tax consequences of the Reorganizations?

A.Each Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes.  As a condition of closing, the First Investors Trusts and the Acquiring Funds will receive an opinion of counsel to the effect that each Reorganization will constitute a “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”).

After the closing of the Reorganizations, each Acquiring Fund’s portfolio management team will actively manage such Fund in accordance with such team’s investment philosophy and the Fund’s strategies and pursuant to the oversight of the Delaware Funds by Macquarie Board of Trustees. Increased portfolio turnover may result in higher transactions costs and higher taxes when Fund shares are held in a taxable account.  See “Federal Income Tax Consequences” for more information.

Q/A-3

While there can be no guarantee that the U.S. Internal Revenue Service will adopt similar positions, it is expected, subject to the limited exceptions described in the Joint Proxy Statement/Prospectus under the heading “Federal Income Tax Consequences,” that neither shareholders, nor the First Investors Funds, will recognize gain or loss as a direct result of a Reorganization, and the holding period for, and, with respect to shareholders of First Investors Funds, the aggregate tax basis of the Acquiring Fund’s shares that you receive in the Reorganization will include the holding period for, and will be the same as the aggregate tax basis of the shares that are liquidated in the Reorganization.  Shareholders should consult their tax adviser about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in the Joint Proxy Statement/Prospectus relates to the federal income tax consequences of the Reorganizations only.

Q.Has the First Investors Boards considered the Agreement and the Reorganizations, and how does it recommend that I vote?

A.The Boards of Trustees of the First Investors Equity Funds, First Investors Income Funds and First Investors Tax Exempt Funds, of which the First Investors Funds are series, each Trustee of which is not an “interested person” (as defined in the 1940 Act) of the First Investors Funds, has carefully considered the Agreement and the Reorganizations and unanimously recommends that you vote “FOR” the Agreement to effect the Reorganizations.  A summary of the considerations of the First Investors Board in making this recommendation is provided in the “Board Considerations” section of the Joint Proxy Statement/Prospectus.

Q.What is the anticipated timing of the Reorganizations?

A.A joint special meeting of shareholders of the First Investors Funds will be held on October 1, 2019 (together with any postponements or adjournments thereof, the “Meeting”).  If shareholders of a First Investors Fund approve the Agreement, it is anticipated that the Reorganization will occur on or about October 4, 2019, simultaneous with the closing of the Transaction.

Q.What will happen if shareholders of a First Investors Fund do not approve the Agreement?

A.While the consummation of any particular Reorganization is not conditioned upon the consummation of any other Reorganization, the Reorganizations may not close unless certain conditions to the closing of the Transaction are met or waived.  If such conditions are not met or waived, none of the Reorganizations will be consummated, even if shareholders of the First Investors Funds approve the Agreement, and the First Investors Funds will not be reorganized into the Acquiring Funds.  If this occurs, the First Investors Board will consider what action, if any, for each First Investors Fund to take.  The “Terms of the Reorganizations” section of the Joint Proxy Statement/Prospectus generally describes the conditions to the closing of the Reorganizations.

If, additionally, the shareholders of a First Investors Fund do not approve the Agreement, management may recommend to the First Investors Board the approval of an interim advisory agreement pursuant to Rule 15a-4 under the 1940 Act, which permits the First Investors Board to approve, and for the First Investors Fund to enter into, an interim investment advisory contract with DMC pursuant to which DMC, as an interim adviser, may serve as the investment adviser to the First Investors Fund for a period not to exceed 150 days (or such other time period as allowed by Securities and Exchange Commission regulations and interpretations) following the termination of the current advisory agreement, to be able to continue uninterrupted portfolio management services for such First Investors Fund.  After such period has expired, if shareholders of a First Investors Fund still have not approved the Agreement, the First Investors Board will consider other possible courses of action for such First Investors Fund, including possibly liquidating the Fund.

Q.What if I do not wish to participate in the Reorganization?

A.If you do not wish to have the shares of your First Investors Fund exchanged for shares of the corresponding Acquiring Fund as part of a Reorganization that is approved by shareholders, you may redeem your shares prior to the consummation of the Reorganization.  If you redeem your shares, you will incur any applicable deferred sales charge and if you hold shares in a taxable account, you will recognize a taxable gain or loss equal to the difference between your tax basis in the shares and the amount you receive for them.

Q/A-4

Q.Will any First Investors Fund or Acquiring Fund pay the costs of this proxy solicitation or any direct costs in connection with the proposed Reorganization?

A.No.  None of the First Investors Funds or Acquiring Funds will bear these costs.  Macquarie and FIMCO or their affiliates will bear all direct expenses arising in connection with the Reorganizations.

The Acquiring Funds may incur brokerage and other transaction costs as a result of any portfolio repositioning after the Reorganizations.

Q.What is the required vote to approve the Proposal?

A.For each First Investors Fund, shareholder approval of the Agreement requires the affirmative vote of the lesser of (i) 67% or more of the shares present or represented by proxy at the Meeting, if the holders of more than 50% of the outstanding shares of such First Investors Fund are present or represented by proxy; or (ii) more than 50% of the outstanding shares of such First Investors Fund.

Q.How do I vote my shares?

A.For your convenience, there are several ways you can vote:

· Voting in Person:  If you attend the Meeting, were the beneficial owner of your shares as of June 28, 2019 (the record date for the Meeting (“Record Date”)), and wish to vote in person, we will provide you with a ballot prior to the vote.  However, if your shares were held in the name of your broker, bank or other nominee, you are required to bring a letter from the nominee indicating that you were the beneficial owner of the shares on the Record Date and authorizing you to vote.

· Voting by Proxy: Whether or not you plan to attend the Meeting, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided.  Returning the proxy card will not affect your right to attend the Meeting and vote.  If you properly fill in and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individuals named on your proxy card) will vote your shares as you have directed.  If you sign your proxy card but do not make specific choices, your proxy will vote your shares “FOR” the proposal, as recommended by the First Investors Board, and in their best judgment on other matters.  If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of the First Investors Trusts in writing to the address of the First Investors Trusts set forth on the cover page of the Joint Proxy Statement/Prospectus before the Meeting that you have revoked your proxy.  In addition, although merely attending the Meeting will not revoke your proxy, if you are present at the Meeting you may withdraw your proxy and vote in person.

· Voting by Telephone or the Internet: You may vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the proxy card accompanying the Joint Proxy Statement/Prospectus.

Q.Whom should I call for additional information about the Agreement, the Reorganizations or the Joint Proxy Statement/Prospectus?

A.If you need any assistance, or have any questions regarding the Agreement, the Reorganizations or how to vote your shares, please call AST Fund Solutions, LLC at [phone number].

Q/A-5

FIRST INVESTORS INCOME FUNDS FIRST INVESTORS EQUITY FUNDS FIRST INVESTORS TAX EXEMPT FUNDS	DELAWARE FUNDS BY MACQUARIE
40 Wall Street	2005 Market Street
New York, New York 10005	Philadelphia, PA
(212) 858-8000	(800) 362-7500

JOINT PROXY STATEMENT/PROSPECTUS[_____________], 2019

Introduction

This joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) is being furnished to shareholders of the First Investors Funds identified on Exhibit A of this Joint Proxy Statement/Prospectus (each, a “First Investors Fund” and collectively, the “First Investors Funds”) in connection with the solicitation by the Board of Trustees of the First Investors Equity Funds, First Investors Income Funds and First Investors Tax Exempt Funds (each, a “First Investors Trust,” and the Board of Trustees of each First Investors Trust, together, the “First Investors Board”), of which the First Investors Funds are series, of proxies to be used at a special joint meeting of the shareholders of the First Investors Funds, which will be held at 40 Wall Street, New York, New York 10005, on October 1, 2019 at 9:00 a.m., Eastern Time (together with any postponements or adjournments thereof, the “Meeting”).  At the Meeting, shareholders of each First Investors Fund are being asked to consider the following proposal:

To approve an Agreement and Plan of Reorganization (the “Agreement”) that provides for the reorganization of each First Investors Fund into a corresponding, newly formed fund in the Delaware Funds by Macquarie family of funds (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds”), including: (i) the transfer of all assets of the First Investors Fund to the Acquiring Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the First Investors Fund, (ii) the distribution of shares of the Acquiring Fund pro rata to shareholders of the First Investors Fund in complete liquidation of the First Investors Fund; and (iii) the cancellation of the outstanding shares of the First Investors Fund (all of the foregoing being referred to as the “Reorganization”). Those present and the appointed proxies also will transact such other business, if any, as may properly come before the Meeting.

This Joint Proxy Statement/Prospectus contains information that shareholders of the First Investors Funds should know before voting on the Agreement that is described herein, and should be retained for future reference.  It is both the proxy statement of the First Investors Funds and also a prospectus for the Acquiring Funds.  Each First Investors Fund and Acquiring Fund is a registered open-end management investment company.  We sometimes refer to the First Investors Funds and the Acquiring Funds collectively as the “Funds” and to each fund individually as a “Fund.”

The Reorganization of each First Investors Fund with and into its corresponding Acquiring Fund as described in the Agreement, will involve three steps:

· In accordance with the terms of the Agreement, the transfer by each First Investors Fund of all of its assets to its corresponding Acquiring Fund in return for the Acquiring Fund assuming the liabilities of the First Investors Fund and issuing shares of the corresponding Acquiring Fund to the First Investors Fund equal to the aggregate net asset value of the corresponding First Investors Fund’s shares owned by the First Investors Fund’s shareholders on the closing date of the Reorganization;

· the pro rata distribution of shares of the same or a comparable class of the Acquiring Fund to the shareholders of record of the First Investors Fund as of the closing date of the Reorganization and the cancellation of the outstanding shares of the First Investors Fund held by such shareholders, as permitted by the organizational documents of the First Investors Fund and applicable law; and

· the winding up of the affairs of each First Investors Trust of which the First Investors Funds are series that receives shareholder approval of the Agreement for each of its series and dissolution under applicable law and de-registration of the First Investors Trust under the Investment Company Act of 1940, as amended (the “1940 Act”).

If shareholders approve the Agreement and certain other closing conditions are satisfied or waived, the value of the Acquiring Fund shares that you will receive after the closing of the Reorganization (in accordance with the terms of the Agreement) will be the same as the value of the shares of the First Investors Fund that you held immediately prior to the Reorganization.  Each Reorganization is intended to be a tax-free reorganization for federal income tax purposes, meaning that you should not be required to pay any federal income tax as a direct result of the Reorganization.  No sales load, commission, or other transactional fee will be imposed in connection with the Reorganizations. However, shareholders may incur capital gains or brokerage expenses as a result of any subsequent repositioning of an Acquiring Fund’s portfolio. See “Federal Income Tax Consequences” for more information.

The First Investors Board has fixed the close of business on June 28, 2019 as the record date (“Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Meeting.  Shareholders of a First Investors Fund on the Record Date will be entitled to one vote for each dollar of net asset value (“NAV”) (number of shares owned times NAV per share) of the First Investors Fund, and each fractional dollar amount will be entitled to a proportionate fractional vote. Regardless of the class of shares they own, shareholders of all classes of a First Investors Fund will vote as a single class on the Agreement.  We intend to mail this Joint Proxy Statement/Prospectus, the enclosed Notice of Joint Special Meeting of Shareholders and the enclosed proxy card on or about [________], 2019 to all shareholders entitled to vote at the Meeting.

After careful consideration of the proposed Agreement and the Reorganizations, the First Investors Board has unanimously approved the Agreement.

If shareholders of a First Investors Fund do not approve the Agreement, the First Investors Board will consider what further action is appropriate.

This Joint Proxy Statement/Prospectus is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement/prospectus for each First Investors Fund.

Additional information about the Funds is available in the:

· The prospectuses for the First Investors Equity Funds, dated January 31, 2019 (File Nos. 033-46924 and 811-06618), First Investors Income Funds, dated January 31, 2019 (File Nos. 002-89287 and 811-03967), First Investors Tax Exempt Funds, dated May 1, 2019 (File Nos. 002-82572 and 811-03690), and the Acquiring Funds, dated [       ] (File Nos. 033-00442 and 811-04413; 002-75526 and 811-03363);

· The Annual Reports to shareholders of the First Investors Equity Funds and First Investors Income Funds for the fiscal year ended September 30, 2018 and to shareholders of the First Investors Tax Exempt Funds for the fiscal year ended December 31, 2018, and the Semi-Annual Reports to shareholders of the First Investors Equity Funds and First Investors Income Funds for the six months ended March 31, 2019 and to shareholders of the First Investors Tax Exempt Funds for the six months ended June 30, 2018;

· The Statements of Additional Information (“SAIs”) for the First Investors Equity Funds and First Investors Income Funds, dated January 31, 2019, the First Investors Tax Exempt Funds, dated May 1, 2019, and the Acquiring Funds, dated [       ]; and

· The SAI, dated [       ], relating to this Joint Proxy Statement/Prospectus.

Exhibit B contains a list of the specific prospectuses incorporated by reference into the Joint Proxy Statement/Prospectus.

These documents are on file with the Securities and Exchange Commission (the “SEC”).  The prospectuses of the First Investors Funds are incorporated herein by reference and are legally deemed to be part of this Joint Proxy Statement/Prospectus.  A copy of the prospectus of each Acquiring Fund that corresponds to the First Investors Fund that you own accompanies this Joint Proxy Statement/Prospectus and is incorporated herein by reference and is deemed to be part of this Joint Proxy Statement/Prospectus.  The SAI to this Joint Proxy

Statement/Prospectus, dated the same date as this Joint Proxy Statement/Prospectus, also is incorporated by reference and is deemed to be part of this document and is available upon oral or written request from the Delaware Funds by Macquarie, at the address and toll-free telephone number noted below.  The First Investors Funds’ prospectuses, the most recent Annual Report to Shareholders containing audited financial statements for the most recent fiscal year, and the most recent Semi-Annual Report to Shareholders of the First Investors Funds have been previously mailed to shareholders and are available on the First Investors Funds’ website at www.firstinvestorsfunds.com.

Copies of all of these documents are available upon request without charge by visiting, writing to or calling:

For First Investors Fund Documents:	For Acquiring Fund Documents:
FIRST INVESTORS FUNDS	DELAWARE FUNDS BY MACQUARIE
40 Wall Street	2005 Market Street
New York, New York 10005	Philadelphia, PA
(800) 423-4026	(800) 362-7500

You also may view or obtain these documents from the SEC’s Public Reference Room, which is located at 100 F Street, N.E., Washington, D.C. 20549-2736, or from the SEC’s website at www.sec.gov, or at the following regional offices of the SEC:  Atlanta – 3475 Lenox Road, NE., Suite 1000, Atlanta, GA 30326; Boston – 33 Arch Street, 23rd Floor, Boston, MA 02110; Chicago – 175 West Jackson Blvd., Suite 900, Chicago, IL 60604; Denver – 1801 California Street, Suite 1500, Denver, CO 80202; Fort Worth – Burnett Plaza, Suite 1900, 801 Cherry Street, Unit #18, Fort Worth, TX 76102; Los Angeles – 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036; Miami – 801 Brickell Ave., Suite 1800, Miami, FL 33131; New York – 3 World Financial Center, Suite 400, New York, NY 10281; Philadelphia – 701 Market Street, Suite 2000, Philadelphia, PA 19106; Salt Lake City – 15 W. South Temple Street, Suite 1800, Salt Lake City, UT 84101; and San Francisco – 44 Montgomery Street, Suite 2800, San Francisco, CA 94104.  Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090.  You can also request copies of these materials, upon payment at the prescribed rates of the duplicating fee, by electronic request to the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, DC 20549-0102.

These securities have not been approved or disapproved by the SEC nor has the SEC passed upon the accuracy or adequacy of this Joint Proxy Statement/Prospectus.  Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

	Page
PROPOSAL: APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION	3
Summary	3
Reasons for the Reorganizations	3
Comparison of Investment Objectives and Principal Investment Strategies	4
Risks Associated with the Acquiring Funds	4
Comparison of Fundamental Investment Restrictions	4
Comparison of Fees and Expenses	4
Comparison of Portfolio Managers	33
Comparison of Investment Advisers	33
Comparison of Other Service Providers	35
Comparison of Share Classes and Distribution Arrangements	36
Comparison of Purchase and Redemption Procedures	41
Comparison of Exchange Privileges	42
Comparison of Dividend and Distribution Policies and Fiscal Years	43
Comparison of Business Structures, Shareholder Rights and Applicable Law	43
Terms of the Reorganization	46
Federal Income Tax Consequences	48
Accounting Treatment	48
BOARD CONSIDERATIONS	50
ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUNDS AND FIRST INVESTORS FUNDS	53
Where to Find More Information	53
INFORMATION ON VOTING	53
Joint Proxy Statement/Prospectus	53
Quorum Requirement and Adjournment	54
Vote Necessary to Approve the Agreement	54
Proxy Solicitation	54
Other Matters	55
CAPITALIZATION	55
OWNERSHIP OF SHARES	75
Security Ownership of Large Shareholders	75
Security Ownership of Management and Trustees	75
DISSENTERS’ RIGHTS	75
SHAREHOLDER PROPOSALS	75
INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION	75

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Exhibits

EXHIBIT A First Investors Funds and Classes  and Corresponding Acquiring Funds and Classes	A-1
EXHIBIT B Prospectuses Incorporated by Reference into the Joint Proxy Statement/Prospectus	B-1
EXHIBIT C Comparison of Fundamental Investment Restrictions	C-1
EXHIBIT D Comparison of Principal Investment Strategies and Risks	D-1
EXHIBIT E Form of Agreement and Plan of Reorganization	E-1
EXHIBIT F Financial Highlights Tables	F-1
EXHIBIT G Outstanding Shares of the First Investors Funds	G-1
EXHIBIT H Ownership of Shares of the First Investors Funds	H-1
EXHIBIT I Comparison of Investment Advisory Fees	I-1

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PROPOSAL:APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION

Summary

On April 6, 2019, Foresters Investment Management Company, Inc. (“FIMCO”), the investment adviser to the First Investors Funds, entered into an agreement with Macquarie Management Holdings, Inc. (“MMHI”), a leading independent global investment management company, whereby MMHI, on behalf of its affiliate Delaware Management Company (“DMC”), a series of Macquarie Investment Management Business Trust (“Macquarie”), will acquire FIMCO’s asset management business (the “Transaction”).  In connection with the Transaction, the First Investors Board was asked to consider and approve an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which each First Investors Fund would reorganize into a corresponding newly formed Acquiring Fund by transferring the assets and liabilities of each First Investors Fund to a the corresponding Acquiring Fund with the same or substantially the same investment objective and similar principal investment strategies and principal risks as the First Investors Fund.

On June 10, 2019, the First Investors Board, on behalf of each First Investors Fund, unanimously voted to approve the Agreement, subject to approval by shareholders of the applicable First Investors Fund and other closing conditions.  In the Reorganizations, each First Investors Fund will transfer its assets and liabilities to its corresponding Acquiring Fund. The Acquiring Fund will then issue shares to the First Investors Fund, which will distribute such shares pro rata to shareholders of the First Investors Fund.  Any shares you own of a First Investors Fund at the time of the Reorganization will be cancelled and you will receive shares, in the same or a comparable share class, of the corresponding Acquiring Fund having a value equal to the value of your shares of the First Investors Fund. It is expected that no gain or loss for federal income tax purposes will be recognized by any shareholder of a First Investors Fund as a direct result of the Reorganization, as discussed below under “Federal Income Tax Consequences.” If approved by shareholders and certain other conditions are met, each Reorganization is expected to occur on or about October 4, 2019.

Reasons for the Reorganizations

The First Investors Board considered the Transaction and each proposed Reorganization and concluded that participation in the proposed Reorganization would be in the best interest of each First Investors Fund and  approved the Agreement.  In connection with its review of the Reorganization and the Agreement, the First Investors Board considered, among other factors:

(1)  representations regarding the reputation, financial strength and resources of Macquarie;

(2)  the nature, quality and extent of services to be provided to the Acquiring Funds and their shareholders by Macquarie and its affiliates following the Reorganizations;

(3)  the similarities and differences, if any, between the investment objectives, principal investment strategies and risks of each First Investors Fund and those of the corresponding Acquiring Fund;

(4)  the historical investment performance records of the First Investors Funds and certain investment strategies that will be used by the proposed portfolio managers in managing certain Acquiring Funds following the Reorganizations;

(5)  the anticipated benefits to the First Investors Funds, including operating efficiencies, that may be achieved from the Reorganizations;

(6)  the distribution arrangements that will be available to the Acquiring Funds following the Reorganizations;

(7)  the transition from the First Investors Funds’ current service providers to the  Acquiring Funds’ service providers following the Reorganizations;

(8)  the current management fees schedules of the First Investors Funds and the proposed management fees schedules of the Acquiring Funds, and the fact that DMC will provide a two-year contractual guaranty that will limit the total expense ratio of each share class of each First Investors Fund to such share class’ total expense ratio prior to the Reorganizations (in determining the obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account: (i) interest, (ii) taxes, (iii) dividend expense on short sales, (iv) acquired fund fees and expenses; (v) extraordinary or non-routine items, including litigation expenses and (vi) Rule 12b-1 fees);

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(9)  the fact that Macquarie and FIMCO will pay all direct expenses of the First Investors Funds arising in connection with the Reorganizations;

(10)  the fact that each Reorganization is expected to be a tax-free reorganization for federal income tax purposes; 

(11)  the terms and conditions of the Agreement, including each Acquiring Fund’s assumption of all of the liabilities of the corresponding First Investors Fund;

(12)  the fact that Macquarie and FIMCO have agreed to conduct, and use reasonable best efforts to cause their affiliates to conduct, their respective businesses in compliance with Section 15(f) of the 1940 Act so as not to impose an “unfair burden” on the Acquiring Funds; and

(13)  the ability of the shareholders of each First Investors Fund to redeem their shares.

For a more complete discussion of the factors considered by the First Investors Board in approving the Agreement, see the section entitled “Board Considerations” in this Joint Proxy Statement/Prospectus.

Comparison of Investment Objectives and Principal Investment Strategies

Each of the Acquiring Funds was recently created solely to acquire the assets and assume the liabilities of the corresponding First Investors Fund in a Reorganization.  Each Acquiring Fund’s investment objective is the same (with the exception of Delaware Government Cash Management Fund, which is substantially the same) and its principal investment strategies are similar to those of the corresponding First Investors Fund.  The investment objective and principal investment strategies of the First Investors Fund you own can be found in the current First Investors Fund prospectuses, as supplemented. The investment objective and principal investment strategies of the corresponding Acquiring Fund can be found in the Acquiring Fund’s prospectus, which is enclosed with this Joint Proxy Statement/Prospectus.  Exhibit D shows a comparison of the principal investment strategies for the Funds and highlights any material differences.

Principal Risks Associated with the Acquiring Funds

Each First Investors Fund and its corresponding Acquiring Fund have the same or substantially the same investment objectives and similar principal investment strategies and invest in the same types of securities.  As a result, the principal risks associated with an investment in each Acquiring Fund are similar to the risks associated with an investment in the corresponding First Investors Fund.  Exhibit D shows a comparison of these risks and highlights any material differences. In addition, the enclosed prospectuses of the Acquiring Funds contain a discussion of these risks. For more information on the risks associated with an Acquiring Fund, see the “Investment Strategies and Risks” section of the Acquiring Fund’s SAI.  The cover page of this Joint Proxy Statement/Prospectus describes how you can obtain a copy of the SAI.

Comparison of Fundamental Investment Restrictions

The 1940 Act requires, and each of the First Investors Funds and the Acquiring Funds have, fundamental investment restrictions relating to diversification, borrowing, issuing senior securities, underwriting, investing in real estate, investing in physical commodities, making loans, and concentrating in particular industries.  Fundamental investment restrictions of a fund cannot be changed without shareholder approval.  Each First Investors Fund and its corresponding Acquiring Fund have similar fundamental investment restrictions, except as noted in Exhibit C, which provides a side-by-side comparison of each fundamental investment restriction and notes any material differences.

Both the First Investors Funds and Acquiring Funds may be subject to other investment restrictions that are not identified above.  The full list of each First Investors Fund’s and each Acquiring Fund’s investment restrictions may be found in its respective SAI.  See the cover page of this Joint Proxy Statement/Prospectus for a description of how you can obtain a copy of the Funds’ SAIs.

Comparison of Fees and Expenses

The following table compares the shareholder fees and annual fund operating expenses, expressed as a percentage of net assets (“expense ratios”), of each First Investors Fund with the shareholder fees and pro forma expense ratios of the corresponding Acquiring Fund.  Pro forma expense ratios of the Acquiring Funds give effect to the Reorganizations.  The pro forma expense ratios shown project anticipated expenses but actual expenses may be greater or less than those shown.  You should know that the Acquiring

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Funds have implemented fee waivers through two years from the closing date of the Reorganization and if those waivers are not renewed upon the end of the two years after the closing date of the Reorganization, the expense ratios of certain Acquiring Funds after two years from the closing date of the Reorganization may be higher than the current expense ratios of the corresponding First Investors Funds.

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses‡ (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Covered Call Strategy Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.80%	0.25%	0.26%	0.00%	1.31%	0.00%	0.03%2	1.34%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.80%	NONE	0.29%	0.00%	1.09%	0.00%	0.08%2	1.17%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.80%	NONE	0.11%	0.00%	0.91%	0.00%	0.00%	0.91%
Pro Forma Delaware Covered Call Strategy Fund as of 03/31/2019
A	5.75%	NONE	0.80%	0.25%	0.29%	0.00%	1.34%	0.00%	0.00%	1.34%
Inst.	NONE	NONE	0.80%	0.00%	0.29%	0.00%	1.09%	0.00%	0.00%	1.09%
R6	NONE	NONE	0.80%	0.00%	0.13%	0.00%	0.93%	-0.05%3	0.00%	0.88%

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	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Equity Income Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.73%	0.25%	0.19%	0.00%	1.17%	0.00%	0.00%	1.17%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.73%	NONE	0.12%	0.00%	0.85%	0.00%	0.00%	0.85%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.73%	NONE	0.08%	0.00%	0.81%	0.00%	0.00%	0.81%
Pro Forma Delaware Equity Income Fund as of 03/31/2019
A	5.75%	NONE	0.65%	0.25%	0.20%	0.00%	1.10%	0.00%	0.00%	1.10%
Inst.	NONE	NONE	0.65%	0.00%	0.20%	0.00%	0.85%	0.00%	0.00%	0.85%
R6	NONE	NONE	0.65%	0.00%	0.10%	0.00%	0.75%	0.00%	0.00%	0.75%

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	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Global Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.95%	0.25%	0.24%	0.00%	1.44%	0.00%	0.00%	1.44%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.95%	NONE	0.17%	0.00%	1.12%	0.00%	0.00%	1.12%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.95%	NONE	0.10%	0.00%	1.05%	0.00%	0.00%	1.05%
Pro Forma Delaware Global Equity Fund as of 03/31/2019
A	5.75%	NONE	0.85%	0.25%	0.23%	0.00%	1.33%	0.00%	0.00%	1.33%
Inst.	NONE	NONE	0.85%	0.00%	0.23%	0.00%	1.08%	0.00%	0.00%	1.08%
R6	NONE	NONE	0.85%	0.00%	0.12%	0.00%	0.97%	0.00%	0.00%	0.97%

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	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Growth & Income Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.68%	0.25%	0.18%	0.00%	1.11%	0.00%	0.00%	1.11%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.68%	NONE	0.16%	0.00%	0.84%	0.00%	0.00%	0.84%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.68%	NONE	0.07%	0.00%	0.75%	0.00%	0.00%	0.75%
Pro Forma Delaware Growth and Income Fund as of 03/31/2019
A	5.75%	NONE	0.65%	0.25%	0.19%	0.00%	1.09%	0.00%	0.00%	1.09%
Inst.	NONE	NONE	0.65%	0.00%	0.19%	0.00%	0.84%	0.00%	0.00%	0.84%
R6	NONE	NONE	0.65%	0.00%	0.09%	0.00%	0.74%	0.00%	0.00%	0.74%

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	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Hedged U.S. Equity Opportunities Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	1.13%	0.25%	0.31%	0.00%	1.69%	0.00%	0.06%2	1.75%
Advisor into Acquiring Fund Inst.	NONE	NONE	1.13%	NONE	0.31%	0.00%	1.44%	0.00%	0.00%	1.44%
Inst. merging into Acquiring Fund R6	NONE	NONE	1.13%	NONE	0.17%	0.00%	1.30%	0.00%	0.01%2	1.31%
Pro Forma Delaware Hedged U.S. Equity Opportunities Fund as of 03/31/2019
A	5.75%	NONE	1.15%	0.25%	0.33%	0.00%	1.73%	0.00%	0.00%	1.73%
Inst.	NONE	NONE	1.15%	0.00%	0.33%	0.00%	1.48%	-0.06%3	0.00%	1.42%
R6	NONE	NONE	1.15%	0.00%	0.20%	0.00%	1.35%	-0.04%3	0.00%	1.31%

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	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors International Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.97%	0.25%	0.31%	0.00%	1.53%	0.00%	0.00%	1.53%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.97%	NONE	0.25%	0.00%	1.22%	0.00%	0.00%	1.22%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.97%	NONE	0.12%	0.00%	1.09%	0.00%	0.00%	1.09%
Pro Forma Delaware International Fund as of 03/31/2019
A	5.75%	NONE	0.85%	0.25%	0.30%	0.00%	1.40%	0.00%	0.00%	1.40%
Inst.	NONE	NONE	0.85%	0.00%	0.30%	0.00%	1.15%	0.00%	0.00%	1.15%
R6	NONE	NONE	0.85%	0.00%	0.14%	0.00%	0.99%	0.00%	0.00%	0.99%

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	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Opportunity Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.70%	0.25%	0.26%	0.00%	1.21%	0.00%	0.00%	1.21%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.70%	NONE	0.20%	0.00%	0.90%	0.00%	0.00%	0.90%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.70%	NONE	0.08%	0.00%	0.78%	0.00%	0.00%	0.78%
Pro Forma Delaware Opportunity Fund as of 03/31/2019
A	5.75%	NONE	0.75%	0.25%	0.26%	0.00%	1.26%	-0.05%3	0.00%	1.21%
Inst.	NONE	NONE	0.75%	0.00%	0.26%	0.00%	1.01%	-0.11%3	0.00%	0.90%
R6	NONE	NONE	0.75%	0.00%	0.10%	0.00%	0.85%	-0.07%3	0.00%	0.78%

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	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Premium Income Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.80%	0.25%	0.37%	0.00%	1.42%	-0.12%4	0.00%	1.30%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.80%	NONE	0.34%	0.00%	1.14%	-0.08%4	0.00%	1.06%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.80%	NONE	0.25%	0.00%	1.05%	-0.06%4	0.00%	0.99%
Pro Forma Delaware Premium Income Fund as of 03/31/2019
A	5.75%	NONE	0.80%	0.25%	0.39%	0.00%	1.44%	-0.14%3	0.00%	1.30%
Inst.	NONE	NONE	0.80%	0.00%	0.39%	0.00%	1.19%	-0.13%3	0.00%	1.06%
R6	NONE	NONE	0.80%	0.00%	0.29%	0.00%	1.09%	-0.10%3	0.00%	0.99%

12

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Select Growth Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.72%	0.25%	0.20%	0.00%	1.17%	0.00%	0.00%	1.17%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.72%	NONE	0.17%	0.00%	0.89%	0.00%	0.00%	0.89%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.72%	NONE	0.07%	0.00%	0.79%	0.00%	0.00%	0.79%
Pro Forma Delaware Growth Equity Fund as of 03/31/2019
A	5.75%	NONE	0.65%	0.25%	0.21%	0.00%	1.11%	0.00%	0.00%	1.11%
Inst.	NONE	NONE	0.65%	0.00%	0.21%	0.00%	0.86%	0.00%	0.00%	0.86%
R6	NONE	NONE	0.65%	0.00%	0.09%	0.00%	0.74%	0.00%	0.00%	0.74%

13

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Special Situations Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.79%	0.25%	0.23%	0.00%	1.27%	0.00%	0.00%	1.27%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.79%	NONE	0.23%	0.00%	1.02%	0.00%	0.00%	1.02%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.79%	NONE	0.08%	0.00%	0.87%	0.00%	0.00%	0.87%
Pro Forma Delaware Special Situations Fund as of 03/31/2019
A	5.75%	NONE	0.75%	0.25%	0.24%	0.00%	1.24%	0.00%	0.00%	1.24%
Inst.	NONE	NONE	0.75%	0.00%	0.24%	0.00%	0.99%	0.00%	0.00%	0.99%
R6	NONE	NONE	0.75%	0.00%	0.10%	0.00%	0.85%	0.00%	0.00%	0.85%

14

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Total Return Fund as of  03/31/2019
A into Acquiring Fund A	5.75%	1.00%1	0.70%	0.25%	0.20%	0.00%	1.15%	0.00%	0.00%	1.15%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.70%	NONE	0.28%	0.00%	0.98%	0.00%	0.00%	0.98%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.70%	NONE	0.09%	0.00%	0.79%	0.00%	0.00%	0.79%
Pro Forma Delaware Total Return Fund as of 03/31/2019
A	5.75%	NONE	0.65%	0.25%	0.22%	0.00%	1.12%	0.00%	0.00%	1.12%
Inst.	NONE	NONE	0.65%	0.00%	0.22%	0.00%	0.87%	0.00%	0.00%	0.87%
R6	NONE	NONE	0.65%	0.00%	0.11%	0.00%	0.76%	0.00%	0.00%	0.76%

15

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Floating Rate Fund as of  03/31/2019
A into Acquiring Fund A	2.50%	1.00%1	0.60%	0.25%	0.30%	0.00%	1.15%	-0.05%4	0.00%	1.10%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.60%	NONE	0.28%	0.00%	0.88%	0.00%	0.02%2	0.90%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.60%	NONE	0.17%	0.00%	0.77%	0.00%	0.00%	0.77%
Pro Forma Delaware Floating Rate II Fund as of 03/31/2019
A	2.50%	NONE	0.50%	0.25%	0.32%	0.00%	1.07%	-0.02%3	0.00%	1.05%
Inst.	NONE	NONE	0.50%	0.00%	0.32%	0.00%	0.82%	0.00%	0.00%	0.82%
R6	NONE	NONE	0.50%	0.00%	0.20%	0.00%	0.70%	0.00%	0.00%	0.70%

16

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Fund For Income as of  03/31/2019
A into Acquiring Fund A	4.00%	1.00%1	0.73%	0.25%	0.22%	0.00%	1.20%	0.00%	0.00%	1.20%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.73%	NONE	0.33%	0.00%	1.06%	0.00%	0.00%	1.06%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.73%	NONE	0.09%	0.00%	0.82%	0.00%	0.00%	0.82%
Pro Forma Delaware Fund For Income as of 03/31/2019
A	4.00%	NONE	0.65%	0.25%	0.25%	0.00%	1.15%	0.00%	0.00%	1.15%
Inst.	NONE	NONE	0.65%	0.00%	0.25%	0.00%	0.90%	0.00%	0.00%	0.90%
R6	NONE	NONE	0.65%	0.00%	0.11%	0.00%	0.76%	0.00%	0.00%	0.76%

17

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Government Cash Management Fund as of  03/31/2019
A into Acquiring Fund A	NONE	NONE	0.50%	NONE	0.41%	0.00%	0.91%	-0.11%4	0.00%	0.80%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.50%	NONE	0.30%	0.00%	0.80%	0.00%	0.00%	0.80%
Pro Forma Delaware Government Cash Management Fund as of 03/31/2019
A	NONE	NONE	0.45%	0.00%	0.44%	0.00%	0.89%	-0.34%3	0.00%	0.55%
R6	NONE	NONE	0.45%	0.00%	0.33%	0.00%	0.78%	-0.18%3	0.00%	0.60%

18

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors International Opportunities Bond Fund as of  03/31/2019
A into Acquiring Fund A	4.00%	1.00%1	0.75%	0.25%	0.39%	0.00%	1.39%	0.00%	0.00%	1.39%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.75%	NONE	0.39%	0.00%	1.14%	0.00%	0.00%	1.14%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.75%	NONE	0.22%	0.00%	0.97%	0.00%	0.00%	0.97%
Pro Forma Delaware International Opportunities Bond Fund as of 03/31/2019
A	4.00%	NONE	0.75%	0.25%	0.42%	0.00%	1.42%	-0.03%3	0.00%	1.39%
Inst.	NONE	NONE	0.75%	0.00%	0.42%	0.00%	1.17%	-0.03%3	0.00%	1.14%
R6	NONE	NONE	0.75%	0.00%	0.25%	0.00%	1.00%	-0.03%3	0.00%	0.97%

19

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Investment Grade Fund as of  03/31/2019
A into Acquiring Fund A	4.00%	1.00%1	0.66%	0.25%	0.22%	0.00%	1.13%	-0.07%5	0.00%	1.06%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.66%	NONE	0.18%	0.00%	0.84%	-0.07%5	0.00%	0.77%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.66%	NONE	0.10%	0.00%	0.76%	-0.07%5	0.00%	0.69%
Pro Forma Delaware Investment Grade Fund as of 03/31/2019
A	4.00%	NONE	0.50%	0.25%	0.23%	0.00%	0.98%	0.00%	0.00%	0.98%
Inst.	NONE	NONE	0.50%	0.00%	0.23%	0.00%	0.73%	0.00%	0.00%	0.73%
R6	NONE	NONE	0.50%	0.00%	0.12%	0.00%	0.62%	0.00%	0.00%	0.62%

20

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Limited Duration Bond Fund as of  03/31/2019
A into Acquiring Fund A	2.50%	1.00%1	0.41%	0.15%	0.33%	0.00%	0.99%	-0.20%4	0.00%	0.79%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.41%	NONE	0.43%	0.00%	0.84%	-0.33%4	0.00%	0.51%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.41%	NONE	0.18%	0.00%	0.59%	-0.23%4	0.00%	0.36%
Pro Forma Delaware Limited Duration Bond Fund as of 03/31/2019
A	2.50%	NONE	0.50%	0.15%	0.36%	0.00%	1.01%	-0.27%3	0.00%	0.74%
Inst.	NONE	NONE	0.50%	0.00%	0.36%	0.00%	0.86%	-0.35%3	0.00%	0.51%
R6	NONE	NONE	0.50%	0.00%	0.20%	0.00%	0.70%	-0.34%3	0.00%	0.36%

21

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Strategic Income Fund as of  03/31/2019
A into Acquiring Fund A	4.00%	1.00%1	0.05%	0.25%	0.25%	0.61%	1.16%	0.00%	0.00%	1.16%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.05%	NONE	0.22%	0.61%	0.88%	0.00%	0.00%	0.88%
Pro Forma Delaware Strategic Income II Fund as of 03/31/2019
A	4.00%	NONE	0.55%	0.25%	0.28%	0.00%	1.08%	0.00%	0.00%	1.08%
Inst.	NONE	NONE	0.55%	0.00%	0.28%	0.00%	0.83%	0.00%	0.00%	0.83%

22

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Tax Exempt Income Fund as of  12/31/2018
A into Acquiring Fund A	4.00%	1.00%1	0.60%	0.15%	0.12%	0.00%	0.97%	0.00%	0.00%	0.97%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.60%	NONE	0.15%	0.00%	0.75%	0.00%	0.00%	0.75%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.60%	NONE	0.09%	0.00%	0.69%	0.00%	0.00%	0.69%
Pro Forma Delaware Tax-Exempt Income Fund as of 12/31/2018
A	4.00%	NONE	0.50%	0.15%	0.14%	0.00%	0.79%	0.00%	0.00%	0.79%
Inst.	NONE	NONE	0.50%	0.00%	0.14%	0.00%	0.64%	0.00%	0.00%	0.64%
R6	NONE	NONE	0.50%	0.00%	0.11%	0.00%	0.61%	0.00%	0.00%	0.61%

23

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Tax Exempt Opportunities Fund as of  12/31/2018
A into Acquiring Fund A	4.00%	1.00%1	0.55%	0.25%	0.16%	0.00%	0.96%	0.00%	0.00%	0.96%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.55%	NONE	0.25%	0.00%	0.80%	0.00%	0.00%	0.80%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.55%	NONE	0.11%	0.00%	0.66%	0.00%	0.00%	0.66%
Pro Forma Delaware Tax-Exempt Opportunities Fund as of 12/31/2018
A	4.00%	NONE	0.55%	0.25%	0.18%	0.00%	0.98%	-0.02%3	0.00%	0.96%
Inst.	NONE	NONE	0.55%	0.00%	0.18%	0.00%	0.73%	0.00%	0.00%	0.73%
R6	NONE	NONE	0.55%	0.00%	0.13%	0.00%	0.68%	-0.02%3	0.00%	0.66%

24

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors California Tax Exempt Fund as of  12/31/2018
A into Acquiring Fund A	4.00%	1.00%1	0.50%	0.25%	0.17%	0.00%	0.92%	0.00%	0.00%	0.92%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.50%	NONE	0.14%	0.00%	0.64%	0.00%	0.00%	0.64%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.50%	NONE	0.15%	0.00%	0.65%	0.00%	0.00%	0.65%
Pro Forma Delaware Tax-Free California II Fund as of 12/31/2018
A	4.00%	NONE	0.55%	0.25%	0.22%	0.00%	1.02%	-0.10%3	0.00%	0.92%
Inst.	NONE	NONE	0.55%	0.00%	0.22%	0.00%	0.77%	-0.13%3	0.00%	0.64%
R6	NONE	NONE	0.55%	0.00%	0.21%	0.00%	0.76%	-0.11%3	0.00%	0.65%

25

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors New Jersey Tax Exempt Fund as of  12/31/2018
A into Acquiring Fund A	4.00%	1.00%1	0.50%	0.25%	0.15%	0.00%	0.90%	0.00%	0.00%	0.90%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.50%	NONE	0.18%	0.00%	0.68%	0.00%	0.00%	0.68%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.50%	NONE	0.17%	0.00%	0.67%	0.00%	0.00%	0.67%
Pro Forma Delaware Tax-Free New Jersey Fund as of 12/31/2018
A	4.00%	NONE	0.55%	0.25%	0.22%	0.00%	1.02%	-0.12%3	0.00%	0.90%
Inst.	NONE	NONE	0.55%	0.00%	0.22%	0.00%	0.77%	-0.09%3	0.00%	0.68%
R6	NONE	NONE	0.55%	0.00%	0.24%	0.00%	0.79%	-0.12%3	0.00%	0.67%

26

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors New York Tax Exempt Fund as of  12/31/2018
A into Acquiring Fund A	4.00%	1.00%1	0.50%	0.25%	0.11%	0.00%	0.86%	0.00%	0.00%	0.86%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.50%	NONE	0.10%	0.00%	0.60%	0.00%	0.00%	0.60%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.50%	NONE	0.12%	0.00%	0.62%	0.00%	0.00%	0.62%
Pro Forma Delaware Tax-Free New York II Fund as of 12/31/2018
A	4.00%	NONE	0.55%	0.25%	0.14%	0.00%	0.94%	-0.08%3	0.00%	0.86%
Inst.	NONE	NONE	0.55%	0.00%	0.14%	0.00%	0.69%	-0.09%3	0.00%	0.60%
R6	NONE	NONE	0.55%	0.00%	0.15%	0.00%	0.70%	-0.08%3	0.00%	0.62%

27

	Shareholder Fees (fees paid directly from your investment)		Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class	Maximum Sales Charge (Load) Imposed on Purchases	Maximum Deferred Sales Charge (Load)	Management Fees	Distribution and/or Service (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and/or Expense Reimbursement	Recoupments	Total Annual Operating Expenses After Fee Waivers, Expense Reimbursements and/or Recoupments
First Investors Oregon Tax Exempt Fund as of  12/31/2018
A into Acquiring Fund A	4.00%	1.00%1	0.50%	0.25%	0.16%	0.00%	0.91%	0.00%	0.00%	0.91%
Advisor into Acquiring Fund Inst.	NONE	NONE	0.50%	NONE	0.16%	0.00%	0.66%	0.00%	0.00%	0.66%
Inst. merging into Acquiring Fund R6	NONE	NONE	0.50%	NONE	0.19%	0.00%	0.69%	0.00%	0.00%	0.69%
Pro Forma Delaware Tax- Free Oregon Fund as of 12/31/2018
A	4.00%	NONE	0.55%	0.25%	0.22%	0.00%	1.02%	-0.11%3	0.00%	0.91%
Inst.	NONE	NONE	0.55%	0.00%	0.22%	0.00%	0.77%	-0.11%3	0.00%	0.66%
R6	NONE	NONE	0.55%	0.00%	0.25%	0.00%	0.80%	-0.11%3	0.00%	0.69%

Footnotes to Fee Table:

1A contingent deferred sales charge of 1% will be assessed on certain redemptions of Class A shares that are purchased without a sales charge, as described further in the Fund’s prospectus.

2During the fiscal year indicated, the Fund paid FIMCO for amounts previously waived and/or reimbursed by FIMCO.

3Effective upon closing of the Reorganization, DMC has contractually agreed through two years from the closing date of the Reorganization to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, short sale dividend and interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations) to the extent that the Total Annual Fund Operating Expenses exceed the expenses limitations for the share classes of the Fund as shown in the table below. These waivers and reimbursements may only be terminated by agreement of DMC and the Fund.

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4FIMCO and Foresters Investor Services, Inc. have contractually agreed to limit fees and/or reimburse expenses of the Fund until at least January 31, 2020, to the extent that Total Annual Fund Operating Expenses (exclusive of interest expenses, taxes, brokerage commissions, acquired fund fees and expenses, expenses related to short sales including dividend and borrowing expenses, and extraordinary expenses, such as litigation expenses, if any) exceed the expense limitations for the share classes of the Fund as shown in the table below.  FIMCO and Foresters Investor Services, Inc. can be reimbursed by a Fund within three years after the date the fee limitation and/or expense reimbursement has been made by FIMCO or Foresters Investor Services, Inc., respectively, provided that such repayment does not cause the expenses of the Fund’s Class A, Advisor Class and/or Institutional Class shares to exceed the applicable expense ratio in place at the time expenses were waived or assumed or the current limits established under the Expense Limitation Agreements.  The fee limitation and/or expense reimbursement may be terminated or amended prior to January 31, 2020, only with the approval of the Fund’s Board of Trustees.

5FIMCO  has contractually agreed to waive the Management Fees of the Fund until at least January 31, 2020 to the extent that the Management Fees exceed 0.59% of the Fund’s average daily net assets. The fee waiver may be terminated or amended prior to January 31, 2020, only with the approval of the Fund’s Board of Trustees.

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The table below displays the expense limitations for each current First Investors Fund and pro forma Acquiring Fund:

First Investors Fund	A	Advisor	Inst.	Expires	Acquiring Fund	A	Inst.	R6	Expires
First Investors Covered Call Strategy Fund	N/A	N/A	N/A	N/A	Delaware Covered Call Strategy Fund	1.34%	1.17%	0.88%	*
First Investors Equity Income Fund	N/A	N/A	N/A	N/A	Delaware Equity Income Fund	1.17%	0.85%	0.81%	*
First Investors Global Fund	N/A	N/A	N/A	N/A	Delaware Global Equity Fund	1.41%	1.08%	1.02%	*
First Investors Growth & Income Fund	N/A	N/A	N/A	N/A	Delaware Growth and Income Fund	1.11%	0.84%	0.75%	*
First Investors Hedged U.S. Equity Opportunities Fund	N/A	N/A	N/A	N/A	Delaware Hedged U.S. Equity Opportunities Fund	1.75%	1.42%	1.31%	*
First Investors Opportunity Fund	N/A	N/A	N/A	N/A	Delaware Opportunity Fund	1.53%	1.22%	1.09%	*
First Investors International Fund	N/A	N/A	N/A	N/A	Delaware International Fund	1.21%	0.90%	0.78%	*
First Investors Premium Income Fund	1.30%	1.06%	0.99%	1/30/2020	Delaware Premium Income Fund	1.30%	1.06%	0.99%	*
First Investors Select Growth Fund	N/A	N/A	N/A	N/A	Delaware Growth Equity Fund	1.17%	0.89%	0.79%	*
First Investors Special Situations Fund	N/A	N/A	N/A	N/A	Delaware Special Situations Fund	1.27%	1.02%	0.87%	*
First Investors Total Return Fund	N/A	N/A	N/A	N/A	Delaware Total Return Fund	1.15%	0.98%	0.79%	*
First Investors Floating Rate Fund	1.10%	N/A	N/A	1/31/2020	Delaware Floating Rate II Fund	1.05%	0.90%	0.74%	*
First Investors Fund For Income	N/A	N/A	N/A	N/A	Delaware Fund for Income	1.18%	1.04%	0.80%	*
First Investors Government Cash Management Fund**	0.80%/0.60%	N/A	0.80%/0.60%	1/31/2020	Delaware Government Cash Management Fund	0.55%	N/A	0.60%	*
First Investors International Opportunities Bond Fund	N/A	N/A	N/A	N/A	Delaware International Opportunities Bond Fund	1.39%	1.14%	0.97%	*
First Investors Investment Grade Fund	N/A	N/A	N/A	N/A	Delaware Investment Grade Fund	1.03%	0.74%	0.66%	*
First Investors Limited Duration Bond Fund	0.79%	0.51%	0.36%	1/31/2020	Delaware Limited Duration Bond Fund	0.74%	0.51%	0.36%	*
First Investors Strategic Income Fund	N/A	N/A	N/A	N/A	Delaware Strategic Income II Fund	1.20%	0.92%	N/A	*
First Investors Tax Exempt Income Fund	N/A	N/A	N/A	N/A	Delaware Tax-Exempt Income Fund	0.92%	0.70%	0.64%	*
First Investors Tax Exempt Opportunities Fund	N/A	N/A	N/A	N/A	Delaware Tax-Exempt Opportunities Fund	0.96%	0.80%	0.66%	*
First Investors California Tax Exempt Fund	N/A	N/A	N/A	N/A	Delaware Tax-Free California II Fund	0.92%	0.64%	0.65%	*
First Investors New Jersey Tax Exempt Fund	N/A	N/A	N/A	N/A	Delaware Tax-Free New Jersey Fund	0.90%	0.68%	0.67%	*
First Investors New York Tax Exempt Fund	N/A	N/A	N/A	N/A	Delaware Tax-Free New York II Fund	0.86%	0.60%	0.62%	*
First Investors Oregon Tax Exempt Fund	N/A	N/A	N/A	N/A	Delaware Tax-Free Oregon Fund	0.91%	0.66%	0.69%	*

*Expense limitations expire two years from the closing date of the Reorganization.

**First Investors Government Cash Management Fund also has a voluntary waiver of an additional .20% to .60% per Class.

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Expense Example

The Examples are intended to help you compare the costs of investing in different classes of a First Investors Fund and the corresponding Acquiring Fund with the cost of investing in other mutual funds.  Pro forma combined costs of investing in different classes of an Acquiring Fund after giving effect to the Reorganization of the corresponding First Investors Fund into the Acquiring Fund are also provided.  All costs are based upon the information set forth in the table above.

The Examples assume that you invest $10,000 for the time periods indicated and shows the expenses that you would pay if you redeem all of your shares at the end of those time periods.  The Examples also assume that your investment has a 5% return each year and that the operating expenses remain the same.

Any applicable fee waivers and/or expense reimbursements are reflected in the below examples for the first year only for the First Investors Funds, and the first two years for the corresponding Acquiring Funds.  DMC has contractually agreed to waive advisory fees and/or reimburse expenses through two years from the closing date of the Reorganization.  Accordingly, the fee waivers and/or expense reimbursements applicable to the Acquiring Funds are not reflected in years three through ten of the table.  Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

Class		1 Year	3 Years	5 Years	10 Years
First Investors Covered Call Strategy Fund as of 3/31/19
A merging into Acquiring Fund A		$704	$969	$1,255	$2,066
Adv. merging into Acquiring Fund I		$119	$355	$609	$1,336
I merging into Acquiring Fund R6		$93	$290	$504	$1,120
Pro Forma Delaware Covered Call Strategy Fund as of 3/31/19
A		$704	$975	$1,267	$2,095
I		$111	$347	$601	$1,329
R6		$90	$286	$505	$1,134
First Investors Equity Income Fund as of 3/31/19
A merging into Acquiring Fund A	$687		$925	$1,182	$1,914
Adv. merging into Acquiring Fund I	$87		$271	$471	$1,049
I merging into Acquiring Fund R6	$83		$259	$450	$1,002
Pro Forma Delaware Equity Income Fund as of 3/31/19
A	$681		$905	$1,146	$1,838
I	$87		$271	$471	$1,049
R6	$77		$240	$417	$930
First Investors Global Fund as of 3/31/19
A merging into Acquiring Fund A		$713	$1,004	$1,317	$2,200
Adv. merging into Acquiring Fund I		$114	$356	$617	$1,363
I merging into Acquiring Fund R6		$107	$334	$579	$1,283
Pro Forma Delaware Global Fund as of 3/31/19
A		$703	$972	$1,262	$2,084
I		$110	$343	$595	$1,317
R6		$99	$309	$536	$1,190

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Class	1 Year	3 Years	5 Years	10 Years
First Investors Growth &Income Fund as of 3/31/19
A merging into Acquiring Fund A	$682	$908	$1,151	$1,849
Adv. merging into Acquiring Fund I	$86	$268	$466	$1,037
I merging into Acquiring Fund R6	$77	$240	$417	$930
Pro Forma Delaware Growth and Income Fund as of 3/31/19
A	$680	$902	$1,141	$1,827
I	$86	$268	$466	$1,037
R6	$76	$237	$411	$918
First Investors Hedged U.S. Equity Opportunities Fund as of 3/31/19
A merging into Acquiring Fund A	$743	$1,083	$1,445	$2,463
Adv. merging into Acquiring Fund I	$149	$457	$789	$1,726
I merging into Acquiring Fund R6	$133	$413	$714	$1,569
Pro Forma Delaware Hedged U.S. Equity Opportunities Fund  as of 3/31/19
A	$741	$1,089	$1,460	$2,499
I	$145	$456	$796	$1,758
R6	$133	$420	$732	$1,617
First Investors International Fund as of 3/31/19
A merging into Acquiring Fund A	$722	$1,031	$1,361	$2,294
Adv. merging into Acquiring Fund I	$124	$387	$670	$1,477
I merging into Acquiring Fund R6	$111	$347	$601	$1,329
Pro Forma Delaware International Fund as of 3/31/19
A	$709	$993	$1,297	$2,158
I	$117	$365	$633	$1,398
R6	$101	$315	$547	$1,213

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Class		1 Year	3 Years	5 Years	10 Years
First Investors Opportunity Fund as of 3/31/19
A merging into Acquiring Fund A		$691	$937	$1,202	$1,957
Adv. merging into Acquiring Fund I		$92	$287	$498	$1,108
I merging into Acquiring Fund R6		$80	$249	$433	$966
Pro Forma Delaware Opportunity Fund as of 3/31/19
A		$691	$942	$1,218	$2,002
I		$92	$299	$536	$1,216
R6		$80	$257	$457	$1,036
First Investors Premium Income Fund as of 3/31/19
A merging into Acquiring Fund A		$700	$987	$1,296	$2,169
Adv. merging into Acquiring Fund I		$108	$354	$620	$1,379
I merging into Acquiring Fund R6		$101	$328	$574	$1,277
Pro Forma Delaware Premium Income Fund as of 3/31/19
A		$700	$978	$1,291	$2,177
I		$108	$351	$629	$1,419
R6		$101	$326	$581	$1,310
First Investors Select Growth  Fund as of 3/31/19
A merging into Acquiring Fund A		$687	$925	$1,182	$1,914
Adv. merging into Acquiring Fund I		$91	$284	$493	$1,096
I merging into Acquiring Fund R6		$81	$252	$439	$978
Pro Forma Delaware Growth Equity Fund as of 3/31/19
A		$682	$908	$1,151	$1,849
I		$88	$274	$477	$1,061
R6		$76	$237	$411	$918
First Investors Special Situations  Fund as of 3/31/19
A merging into Acquiring Fund A	$697		$955	$1,232	$2,021
Adv. merging into Acquiring Fund I	$104		$325	$563	$1,248
I merging into Acquiring Fund R6	$89		$278	$482	$1,073
Pro Forma Delaware Special Situations Fund as of 3/31/19
A	$694		$946	$1,217	$1,989
I	$101		$315	$547	$1,213
R6	$87		$271	$471	$1,049

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Class	1 Year	3 Years	5 Years	10 Years
First Investors Total  Return Fund as of 3/31/19
A merging into Acquiring Fund A	$685	$919	$1,172	$1,892
Adv. merging into Acquiring Fund I	$100	$312	$542	$1,201
I merging into Acquiring Fund R6	$81	$252	$439	$978
Pro Forma Delaware Total Return Fund as of 3/31/19
A	$683	$911	$1,156	$1,860
I	$89	$278	$482	$1,073
R6	$78	$243	$422	$942
First Investors Floating Rate  Fund as of 3/31/19
A merging into Acquiring Fund A	$359	$601	$862	$1,608
Adv. merging into Acquiring Fund I	$92	$283	$490	$1,086
I merging into Acquiring Fund R6	$79	$246	$428	$954
Pro Forma Delaware FloatingRate II Fund as of 3/31/19
A	$354	$578	$821	$1,519
I	$84	$262	$455	$1,014
R6	$72	$224	$390	$871
First Investors Fund For Incomeas of 3/31/19
A merging into Acquiring Fund A	$517	$766	$1,033	$1,796
Adv. merging into Acquiring Fund I	$108	$337	$585	$1,294
I merging into Acquiring Fund R6	$84	$262	$455	$1,014
Pro Forma Delaware Fund for Income as of 3/31/19
A	$513	$751	$1,008	$1,742
I	$92	$287	$498	$1,108
R6	$78	$243	$422	$942
First Investors Government Cash Management Fund as of 3/31/19
A merging into Acquiring Fund A	$82	$279	$493	$1,109
I merging into Acquiring Fund R6	$82	$255	$444	$990
Pro Forma Delaware Government Cash Management Fund as of 3/31/19
A	$56	$214	$425	$1,032
R6	$61	$212	$397	$932

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Class	1 Year	3 Years	5 Years	10 Years
First Investors International Opportunities Bond Fund as of 3/31/19
A merging into Acquiring Fund A	$536	$822	$1,130	$2,002
Adv. merging into Acquiring Fund I	$116	$362	$628	$1,386
I merging into Acquiring Fund R6	$99	$309	$536	$1,190
Pro Forma Delaware International Opportunities Bond Fund as of 3/31/19
A	$536	$826	$1,140	$2,029
I	$116	$366	$638	$1,415
R6	$99	$312	$546	$1,219
First Investors Investment Grade Fund as of 3/31/19
A merging into Acquiring Fund A	$504	$738	$991	$1,714
Adv. merging into Acquiring Fund I	$79	$261	$459	$1,031
I merging into Acquiring Fund R6	$70	$236	$415	$936
Pro Forma Delaware Investment Grade Fund as of 3/31/19
A	$496	$700	$920	$1,553
I	$75	$233	$406	$906
R6	$63	$199	$346	$774
First Investors Limited Duration Bond Fund as of 3/31/19
A merging into Acquiring Fund A	$329	$538	$764	$1,415
Adv. merging into Acquiring Fund I	$52	$235	$434	$1,007
I merging into Acquiring Fund R6	$37	$166	$306	$716
Pro Forma Delaware Limited Duration Bond Fund as of 3/31/19
A	$324	$510	$741	$1,406
I	$52	$202	$406	$994
R6	$37	$154	$321	$805
First Investors Strategic Income Fund as of 3/31/19
A merging into Acquiring Fund A	$513	$754	$1,013	$1,753
Adv. merging into Acquiring Fund I	$90	$281	$488	$1,084
Pro Forma Delaware Strategic Income II Fund as of 3/31/19
A	$506	$730	$972	$1,664
I	$85	$265	$460	$1,025

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Class	1 Year	3 Years	5 Years	10 Years
First Investors Tax Exempt Income Fund as of 12/31/18
A merging into Acquiring Fund A	$495	$697	$915	$1,542
Adv. merging into Acquiring Fund I	$77	$240	$417	$930
I merging into Acquiring Fund R6	$70	$221	$384	$859
Pro Forma Delaware Tax-Exempt Income Fund as of 12/31/18
A	$651	$813	$989	$1,497
I	$65	$205	$357	$798
R6	$62	$195	$340	$762
First Investors Tax Exempt Opportunities Fund as of 12/31/18
A merging into Acquiring Fund A	$494	$694	$910	$1,531
Adv. merging into Acquiring Fund I	$82	$255	$444	$990
I merging into Acquiring Fund R6	$67	$211	$368	$822
Pro Forma Delaware Tax-Exempt Opportunities Fund as of 12/31/18
A	$667	$865	$1,082	$1,704
I	$75	$233	$406	$906
R6	$67	$213	$375	$843
First Investors California Tax Exempt Fund as of 12/31/18
A merging into Acquiring Fund A	$490	$682	$889	$1,486
Adv. merging into Acquiring Fund I	$65	$205	$357	$798
I merging into Acquiring Fund R6	$66	$208	$362	$810
Pro Forma Delaware Tax-Free California II Fund as of 12/31/18
A	$663	$862	$1,087	$1,734
I	$65	$219	$402	$929
R6	$66	$220	$400	$921
First Investors New Jersey Tax Exempt Fund as of 12/31/18
A merging into Acquiring Fund A	$488	$676	$879	$1,464
Adv. merging into Acquiring Fund I	$69	$218	$379	$847
I merging into Acquiring Fund R6	$68	$214	$373	$835

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Class	1 Year	3 Years	5 Years	10 Years
Pro Forma Delaware Tax-Free New Jersey Fund as of 12/31/18
A	$662	$858	$1,083	$1,730
I	$69	$228	$410	$937
R6	$68	$228	$415	$955
First Investors New York Tax Exempt Fund as of 12/31/18
A merging into Acquiring Fund A	$484	$663	$858	$1,418
Adv. merging into Acquiring Fund I	$61	$192	$335	$750
I merging into Acquiring Fund R6	$63	$199	$346	$774
Pro Forma Delaware Tax-Free New York II Fund as of 12/31/18
A	$658	$842	$1,050	$1,649
I	$61	$202	$366	$841
R6	$63	$207	$373	$855
First Investors Oregon Tax Exempt Fund as of 12/31/18
A merging into Acquiring Fund A	$489	$679	$884	$1,475
Adv. merging into Acquiring Fund I	$67	$211	$368	$822
I merging into Acquiring Fund R6	$70	$221	$384	$859
Pro Forma Delaware Tax-Free Oregon Fund as of 12/31/18
A	$663	$860	$1,085	$1,732
I	$67	$223	$406	$933
R6	$70	$233	$422	$969

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The Examples are not a representation of past or future expenses.  Each First Investors Fund’s and Acquiring Fund’s actual expenses, and an investor’s direct and indirect expenses, may be more or less than those shown.  The table and the assumption in the Example of a 5% annual return are required by regulations of the SEC applicable to all mutual funds.  The 5% annual return is not a prediction of and does not represent the First Investors Fund’s or the Acquiring Fund’s projected or actual performance.

For further discussion regarding the First Investors Board’s consideration of the fees and expenses of the Funds in approving the Agreement, see the section entitled “Board Considerations” in this Joint Proxy Statement/Prospectus.

Comparison of Portfolio Managers

It is anticipated that, except for certain First Investors Funds that are sub-advised, portfolio managers for DMC will manage each of the Acquiring Funds upon the completion of the Reorganizations.  A description of the employment history of these portfolio managers is included in the prospectuses of the Acquiring Funds.  The cover page of this Joint Proxy Statement/Prospectus describes how you can obtain a copy of the Acquiring Funds’ prospectuses and the First Investors Funds’ prospectuses and Annual and Semi-Annual Shareholder Reports. The Acquiring Funds do not have any operating history or performance information and it is expected that upon completion of each proposed Reorganization, each Acquiring Fund will continue the historical performance information of its corresponding First Investors Fund.

The “Portfolio Managers” section of the prospectuses enclosed with this Joint Proxy Statement/Prospectus describes the employment history of the portfolio managers of each Acquiring Fund of which shareholders will receive shares in connection with the proposed Reorganization.

Comparison of Investment Advisers

Foresters Investment Management Company, Inc. (“FIMCO”), a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), is the investment adviser for each First Investors Fund.  FIMCO uses sub-advisers to manage all or a portion of the: First Investors Covered Call Strategy Fund and First Investors Premium Income Fund (Ziegler Capital Management, LLC (“ZCM”)); First Investors Fund For Income, First Investors Floating Rate Fund, First Investors Investment Grade Fund, First Investors Limited Duration Bond Fund and First Investors Total Return Fund (Muzinich & Co., Inc. (“Muzinich”)); First Investors Hedged U.S. Equity Opportunities Fund (Wellington Management Company LLC (“Wellington Management”)); First Investors International Fund (Vontobel Asset Management, Inc. (“Vontobel”)); First Investors International Opportunities Bond Fund (Brandywine Global Investment Management, LLC (“Brandywine”)); First Investors Select Growth Fund (Smith Asset Management Group, L.P. (“Smith”)); and each series of the First Investors Tax Exempt Funds (Green Square Asset Management, LLC (“Green Square”)).  FIMCO is a wholly owned subsidiary of Foresters Financial Holding Company, Inc. (“FFHC”), and its address is 40 Wall Street, New York, NY 10005.  FFHC and its consolidated subsidiaries engage in a variety of businesses, ranging from investment management to brokerage services and insurance.  FFHC is a subsidiary of The Independent Order of Foresters (“IOF”).  IOF owns all of the voting common stock of FFHC, the parent company of FIMCO, Foresters Financial Services, Inc. (“FFS”) and Foresters Investor Services, Inc. (“FIS”) and therefore, IOF controls each of these FFHC affiliated companies.  IOF is a Canadian fraternal benefit society with operations in Canada, the United States and the United Kingdom and its principal business address is 789 Don Mills Road, Toronto, Canada M3C 179.

Delaware Management Company, a registered investment adviser under the Advisers Act, serves as the primary investment adviser for each Acquiring Fund.  DMC will manage the investment operations of the Acquiring Funds (upon consummation of the Reorganizations and commencement of operations) and has agreed to perform or arrange for the performance of each Acquiring Fund’s day-to-day management pursuant to an investment advisory agreement.  DMC is located at 2005 Market Street, Philadelphia, PA 19103-7094.  As of March 31, 2019, DMC and its global affiliates within Macquarie Investment Management managed in the aggregate $246,362 million in assets in various institutional or separately managed, investment company, and insurance accounts. DMC is a series of Macquarie Investment Management Business Trust (“Macquarie”) (a Delaware statutory trust (“DST”)), which is a subsidiary of Macquarie Management Holdings, Inc. (“MMHI”). MMHI is a subsidiary, and subject to the ultimate control, of Macquarie Group Limited (“Macquarie Group”). Macquarie Group is a Sydney, Australia-headquartered

38

global provider of banking, financial, advisory, investment and funds management services. “Macquarie Investment Management” is the marketing name for MMHI and its subsidiaries.

After the Reorganizations, ZCM will continue to serve as a sub-adviser in the same capacity for Delaware Covered Call Strategy Fund and Delaware Premium Income Fund; Wellington Management will continue to serve as a sub-adviser in the same capacity for Delaware Hedged U.S. Equity Opportunities Fund; and Smith will continue to serve as a sub-adviser in the same capacity for Delaware Growth Equity Fund. However, Muzinich, Vontobel, Brandywine and Green Square will not serve as sub-advisers to the Acquiring Funds corresponding to those First Investors Funds that currently are sub-advised by those sub-advisers.

Comparison of Investment Advisory Arrangements. With the exception of some differences in investment advisory fees, there are no material differences between the terms of the investment advisory agreements between DMC and the Acquiring Funds (“DMC Advisory Agreement”) and the terms of the current advisory agreements between FIMCO and the applicable First Investors Funds. For most Funds, at current asset levels, the investment advisory fee rate for the Acquiring Fund is equal to or lower than the investment advisory fee rate for the corresponding First Investors Fund. At current asset levels, for the First Investors Limited Duration Bond Fund, First Investors Opportunity Fund, First Investors Strategic Income Fund, First Investors California Tax Exempt Fund, First Investors New Jersey Tax Exempt Fund, First Investors New York Tax Exempt Fund, and First Investors Oregon Tax Exempt Fund, the investment advisory fee rate for the corresponding Acquiring Fund is higher. However, DMC, has agreed to waive its advisory fee and/or reimburse fund expenses of each Acquiring Fund for two years from the closing date of the Reorganization so that each Acquiring Fund’s total annual fund operating expenses will be no greater than the total annual fund operating expenses of its corresponding First Investors Fund.  See Exhibit I for an in-depth comparison of the current and contractual investment advisory fee rates for each Fund.

Delegation to Sub-Advisers.  The DMC Advisory Agreement applicable to all Acquiring Funds provides that it may delegate any and all of its rights, duties or obligations to one or more sub-advisers, including affiliates of DMC (the “Sub-Advisers”).  Pursuant to a sub-advisory agreement, each Sub-Adviser may be appointed by DMC, subject to the Acquiring Fund Board’s approval, from time to time to provide discretionary investment management services, investment advice, and/or order execution services to an Acquiring Fund.  It is anticipated that the following affiliated and unaffiliated advises will serve as sub-advisers to certain Acquiring Funds as indicated below.  Each of these Sub-Advisers is a registered investment adviser under the Advisers Act.

Affiliated Sub-Advisers	Sub-Advised Acquiring Funds
Macquarie Funds Management Hong Kong Limited (“MFMHKL”)	Delaware Global Equity FundDelaware Growth and Income FundDelaware International FundDelaware Opportunity FundDelaware Special Situations FundDelaware Total Return FundDelaware Equity Income Fund
Macquarie Investment Management Austria Kapitalanlage AG (“MIMAK”)	Delaware Total Return FundDelaware Floating Rate II FundDelaware Fund for IncomeDelaware International Opportunities Bond FundDelaware Investment Grade FundDelaware Limited Duration Bond FundDelaware Strategic Income II Fund
Macquarie Investment Management Europe Limited (“MIMEL”)	Delaware Total Return FundDelaware Floating Rate II FundDelaware Fund for IncomeDelaware International Opportunities Bond FundDelaware Investment Grade FundDelaware Limited Duration Bond FundDelaware Strategic Income II Fund

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Macquarie Investment Management Global Limited (“MIMGL”) Delaware Global Equity FundDelaware Growth and Income FundDelaware International FundDelaware Opportunity FundDelaware Special Situations FundDelaware Total Return FundDelaware Floating Rate II FundDelaware Fund for IncomeDelaware International Opportunities Bond FundDelaware Investment Grade FundDelaware Limited Duration Bond FundDelaware Strategic Income II FundDelaware Equity Income Fund

Unaffiliated Sub-Advisers	Sub-Advised Acquiring Funds
Smith	Delaware Growth Equity Fund
Wellington Management	Delaware U.S. Hedged Equity Opportunities Fund
ZCM	Delaware Covered Call Strategy FundDelaware Premium Income Fund

Potential Pre-Reorganization Interim Advisory Agreements.    If shareholders of a First Investors Fund have not approved the Agreement of such First Investors Fund by the time of closing of the Transaction, management may recommend to the First Investors Board the approval of an investment advisory agreement pursuant to Rule 15a-4 under the 1940 Act, which permits the First Investors Fund Board to approve and enter into interim investment advisory contracts pursuant to which DMC and, if applicable, the First Investors Fund’s current sub-adviser, would serve as the investment adviser and sub-adviser, respectively, to the First Investors Fund for a period not to exceed 150 days (or for such other period as may be permitted by Securities and Exchange Commission regulations and interpretations) following the termination of the current advisory agreement(s) with FIMCO to be able to continue uninterrupted portfolio management services for such First Investors Fund.  After such period has expired, if shareholders of a First Investors Fund have still not approved the Agreement, the First Investors Board will consider what additional action to take.

Comparison of Other Service Providers

Other than for custody services, the Acquiring Funds use different service providers than the First Investors Funds.  There are no material differences in the types of services provided by the Acquiring Funds’ service providers and the First Investors Funds’ service providers.  It is expected that each Acquiring Fund will use the same custodian as its corresponding First Investors Fund. The following table identifies the principal service providers that service the First Investors Funds and will service the Acquiring Funds:

	First Investors Funds	Acquiring Funds
Administrator:	Foresters Investor Services, Inc.	The Bank of New York Mellon
Transfer Agent:	Foresters Investor Services, Inc.	Delaware Investments Fund Services Company

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	First Investors Funds	Acquiring Funds
Custodian:	The Bank of New York Mellon	The Bank of New York Mellon
Distributor:	Foresters Financial Services, Inc.	Delaware Distributors, L.P. (“DDLP”)
Auditor:	Tait, Weller & Baker LLP	PricewaterhouseCoopers LLP

Comparison of Share Classes and Distribution Arrangements

Each share class of a First Investors Fund will be reorganized into the designated share class of the corresponding Acquiring Fund as described below and in Exhibit A of this Joint Proxy Statement/Prospectus.  The following section describes the different distribution arrangements and eligibility requirements among the various share classes of the First Investors Funds and the Acquiring Funds.

Distribution Arrangements.  FFS, an indirect wholly-owned subsidiary of The Independent Order of Foresters, acts as the principal underwriter for the First Investors Funds pursuant to written agreements on behalf of each First Investors Fund (the “First Investors Distribution Agreements”).  DDLP, an indirect subsidiary of Macquarie, is the principal underwriter for the Acquiring Funds pursuant to a written agreement on behalf of the Acquiring Funds (the “Acquiring Funds Distribution Agreement” and, together with the First Investors Funds Distribution Agreements, the “Distribution Agreements”).  The Distribution Agreements provide that FFS and DDLP have the exclusive right to distribute shares of the First Investors Funds and the Acquiring Funds, respectively, on a continuous basis directly and through authorized financial intermediaries.

Class Structure.The First Investors Funds and the Acquiring Funds each offer multiple share classes.  Each such class offers a distinct structure of sales charges, distribution and service fees, and reductions and waivers thereto, which are designed to address a variety of investment needs.  In addition, some share classes have certain eligibility requirements which must be met to invest in that class of shares.  The share classes offered by the First Investors Funds and the corresponding share classes of the Acquiring Funds that First Investors Fund shareholders will receive in connection with the Reorganizations are as follows:

First Investors Funds Share Classes	Acquiring Funds Corresponding Share Classes
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6

Eligibility Requirements for the Share Classes of the First Investors Funds.

Class A shares of the First Investors Funds are available to all investors.  Class A shares are sold at the public offering price, which includes a front-end sales charge.  The sales charge declines with the size of your purchase.  Class A shares sold without a sales charge may in some circumstances be subject to a contingent deferred sales charge (“CDSC”).  First Investors Government Cash Management Fund’s Class A shares are sold at NAV without any initial or deferred sales charge.  The minimum account size for a Class A account is $1,000 for a non-retirement account and $500 for a traditional individual retirement account (“IRA”) or Roth IRA. The Funds offer lower initial minimum investment requirements for certain types of Class A accounts and may waive the minimum account requirements for shareholders that maintain a systematic investment program.  There is no minimum investment requirement for Class A shares that are purchased as part of a fee-based advisory program sponsored or maintained by a financial intermediary such as a registered investment advisor or for certain retirement plan service provider platforms.  Class A shares of the First Investors Funds (except for the Government Cash Management Fund) charge Rule 12b-1 fees.

Where offered, Advisor Class shares of the First Investors Funds are available to fee-based advisory programs sponsored or maintained by a financial intermediary such as a registered investment advisor who invests at

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least $100,000 in the aggregate in a First Investors Fund and to certain retirement plan service provider platforms.  Advisor Class shares may also be available on brokerage platforms of firms that have agreements with FFS to offer such shares solely when acting as an agent for the investor.  The First Investors Funds may accept, in their sole discretion, investments in Advisor Class shares from purchasers not listed above.  Advisor Class shares require a minimum initial investment of $1,000 per First Investors Fund account.  The First Investors Funds reserve the right to waive the minimum initial account size requirement for Advisor Class shares in certain cases.  Advisor Class shares are sold at the net asset value and do not charge 12b-1 fees.  An investor transacting in the Advisor Class shares through a financial intermediary may be required to pay a commission and/or other forms of compensation to the financial intermediary in an amount determined and separately disclosed to the investor by the financial intermediary.

Where offered, Institutional Class shares of the First Investors Funds are available to eligible investors.  Except for the First Investors Government Cash Management Fund, eligible investors may include certain retirement plan service provider platforms, corporations, registered investment companies, trust companies, endowments and foundations.  Institutional Class shares of the First Investors Government Cash Management Fund are only available to registered investment companies and to investments made through FFS’ 401(k) Plan.  Institutional Class shares may also be available on brokerage platforms of firms that have agreements with the FFS to offer such shares solely when acting as an agent for the investor.  The First Investors Funds may accept, in their sole discretion, investments in Institutional Class shares from purchasers not listed above.  Eligible investors must make a minimum initial investment of $2,000,000 per First Investors Fund account.  The First Investors Funds reserve the right to waive the minimum initial account size requirement for Institutional Class shares offered through brokerage and retirement plan service providers. Institutional Class shares of the First Investors Funds are sold at net asset value and do not charge 12b-1 fees and are not subject to third-party sub-transfer agency or record-keeping fees.  An investor transacting in the Institutional Class shares through a financial intermediary may be required to pay a commission and/or other forms of compensation to the financial intermediary in an amount determined and separately disclosed to the investor by the financial intermediary. 

Eligibility Requirements for the Acquiring Funds.

Class A shares of the Acquiring Funds have an upfront sales charge, except that the Delaware Government Cash Management Fund does not have an upfront sales charge. If you invest $50,000 or more for equity funds (or $100,000 or more for fixed income funds), the front-end sales charge will be reduced.  Investors may qualify for other reduced sales charges and, under certain circumstances, the sales charge may be waived.  Class A shares are also subject to an annual 12b-1 fee no greater than 0.25% of average daily net assets. Class A shares generally are not subject to a CDSC, except in the limited circumstances (including for Delaware Government Cash Management Fund).  The minimum account size for a Class A account is $1,000 for a non-retirement account and $250 for a traditional IRA or Roth IRA.

Institutional Class shares of the Acquiring Funds that offer Institutional Class shares have no upfront sales charge, are not subject to a CDSC and do not assess a 12b-1 fee.  Institutional Class shares are available for purchase only by the following: (i) retirement plans or certain other programs that are maintained on platforms sponsored by financial intermediary firms, provided the financial intermediary firms or their trust companies (or entities performing similar trading/clearing functions) have entered into an agreement with DDLP (or its affiliate) related to such plans or programs; (ii) tax-exempt employee benefit plans of DMC, its affiliates, and securities dealers that have a selling agreement with DDLP; (iii) a bank, trust company, or similar financial institution investing for its own account or for the account of its trust customers for whom the financial institution is exercising investment discretion in purchasing Institutional Class shares, except where the investment is part of a program that requires payment to the financial institution of a Rule 12b-1 Plan fee; (iv) registered investment advisors (RIAs) investing on behalf of clients that consist solely of institutions and high net worth individuals whose assets are entrusted to an RIA for investment purposes for accounts requiring Institutional Class shares (use of the Institutional Class shares is restricted to RIAs who are not affiliated or associated with a broker or dealer and who derive compensation for their services exclusively from their advisory clients); (v) programs sponsored by, controlled by, and/or clearing transactions submitted through a financial intermediary where: (1) such programs allow or require the purchase of Institutional Class shares; (2) a financial intermediary has entered into an agreement with the Distributor and/or the transfer agent allowing certain purchases of Institutional Class shares; and (3) a financial intermediary (a) charges clients an ongoing fee for advisory, investment consulting or similar services, or (b) offers the Institutional Class

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shares through a no-commission network or platform; or (vi) private investment vehicles, including, but not limited to, foundations and endowments.

Class R6 shares of the Acquiring Fund that offer Class R6 shares have no upfront sales charge, are not subject to a CDSC, and do not assess a 12b-1 fee.  Class R6 shares do not pay any service fees, sub-accounting fees, and/or subtransfer agency fees to any brokers, dealers, or other financial intermediaries. Class R6 shares are generally available to certain employer-sponsored retirement plans, such as 401(k) plans, 457 plans, 403(b) plans, profit-sharing plans and money purchase pension plans, defined benefit plans, employer-sponsored benefit plans, and non-qualified deferred compensation plans. In addition, for these employer-sponsored retirement plans, Class R6 shares must be held through plan level or omnibus accounts held on the books of the Acquiring Funds, and Class R6 shares are only available for purchase through financial intermediaries who have the appropriate agreement with DDLP (or its affiliates) related to Class R6.  Class R6 shares are also available for purchase through certain programs, platforms, or accounts that are maintained or sponsored by financial intermediary firms (including but not limited to, brokers, dealers, banks, trust companies, or entities performing trading/clearing functions), provided that the financial intermediary firm has entered into an agreement with DDLP related to Class R6 for such programs, platforms or accounts.  In addition to the foregoing list of eligible investors, Class R6 shares are generally available to certain institutional investors and high net worth individuals who make a minimum initial investment directly in an Acquiring Fund’s Class R6 shares of $1,000,000 or more and who have completed an application and been approved by such Acquiring Fund for such investment. These institutional investors and high net worth individuals must retain Class R6 shares directly in their names and will not be permitted to hold such shares through an omnibus account or other similar arrangements.  Class R6 shares may not be available through certain financial intermediaries.

Additional information about the eligibility requirements to purchase the First Investors Funds’ share classes and the respective Acquiring Funds’ share classes is available in their respective prospectuses and SAIs.  The cover page of this Joint Proxy Statement/Prospectus explains how you can obtain a copy of the First Investors Funds’ prospectuses.  See the cover page of this Joint Proxy Statement/Prospectus for a description of how you can obtain a copy of each Fund’s SAI.

Distribution Plans of the First Investors Funds.  Each of the First Investors Funds (other than the First Investors Government Cash Management Fund) has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act for Class A shares (each such plan, an “First Investors Class A Distribution Plan”).  Advisor Class and Institutional Class shares of the First Investors Funds are not subject to a distribution plan.

Pursuant to the First Investors Distribution Agreements and the First Investors Class A Distribution Plan, each First Investors Fund (other than the First Investors Government Cash Management Fund) compensates FFS for certain expenses incurred in the distribution of that First Investors Fund’s shares and the servicing or maintenance of existing First Investors Fund shareholder accounts at an annualized rate of up to 0.25% of each First Investors Fund’s average daily net assets) attributable to its Class A shares.  Distribution fees under the First Investors Class A Distribution Plan may be used to make payments to registered representatives and dealers for sales of Class A, the costs of printing and dissemination of sales material or literature, prospectuses used as sales material and reports or proxy material prepared for the First Investors Funds’ shareholders to the extent that such material is used in connection with the sales of Class A, and as applicable, general overhead of FFS, the First Investors Funds’ underwriter.  Service fees are fees paid for services related to the maintenance and servicing of existing shareholder accounts, including shareholder liaison services, whether provided by individual representatives, dealers, FFS or others.

Distribution Plans of the Acquiring Funds. Under the Class A Rule 12b-1 distribution plans for the Acquiring Funds (other than the Delaware Tax-Exempt Income, Delaware Limited Duration Bond Fund, and Delaware Government Cash Management Fund), each Acquiring Fund will pay DDPL an annualized Rule 12b-1 fee based on the Acquiring Fund’s average daily net assets attributable to its Class A shares at an annual rate of up to 0.25%.   Amounts received by DDLP from an Acquiring Fund may be spent for any activities or expenses primarily intended to result in the sale of shares or the servicing of shareholders.

Initial Sales Charge, Reductions and Waivers of the First Investors Funds and the Acquiring Funds

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Initial Sales Charges.  You can buy Class A shares of the First Investors Funds at the offering price, which is the net asset value (“NAV”) plus, in most cases, an initial sales charge.  Although Class A shares may be purchased without an initial sales charge for purchases of a certain amount, as disclosed below, the investment may be subject to a CDSC, as disclosed below, on certain redemptions made within 24-months of purchase.

The following tables compare the initial sales charge schedules of the Class A shares of the First Investors Funds and the Acquiring Funds.  You will not pay an initial sales charge and you will not be charged a CDSC for Class A shares (if applicable) on Acquiring Fund shares that you receive in connection with the Reorganizations.  However, the Acquiring Fund initial sales charges will apply to any Class A shares of an Acquiring Fund purchased after the Reorganizations, unless you are eligible for a reduction or waiver of the initial sales charge.

First Investors Covered Call Strategy Fund, First Investors Equity Income Fund, First Investors Global Fund, First Investors Growth & Income Fund, First Investors Hedged U.S. Equity Opportunities Fund, First Investors International Fund, First Investors Opportunity Fund, First Investors Premium Income Fund, First Investors Growth Equity Fund, First Investors Special Situations Fund, First Investors Total Return Fund, and their respective Acquiring Funds:

First Investors Funds		Acquiring Funds
Purchase Amount	Sales Charge as a percentage of Offering Price*	Purchase Amount	As a % of Offering Price
Less than $50,000	5.75%	Less than $50,000	5.75%
$50,000 but less than $100,000	4.75%	$50,000 but less than $100,000	4.75%
$100,000 but less than $250,000	3.75%	$100,000 but less than $250,000	3.75%
$250,000 but less than $500,000	2.75%	$250,000 but less than $500,000	2.50%
$500,000 but less than $1 million	2.00%	$500,000 but less than $1 million	2.00%
More than $1,000,000	0.00%**	More than $1 million	0.00%, but subject to 1.00% CDSC if redeemed within 12 months of purchase and a 0.50% CDSC if redeemed within 24 months of purchase

* Due to rounding of numbers in calculating a sales charge, you may pay more or less than what is shown above.

** If you invest $1,000,000 or more, you will not pay a front-end sales charge.  However, if you make such an investment and then sell your shares within 24 months of purchase, you will pay a CDSC of 1.00% on the value of the shares redeemed except in certain circumstances.  As described further in this prospectus, any applicable CDSCs may be waived under certain circumstances.

First Investors Fund For Income, First Investors International Opportunities Bond Fund, First Investors Investment Grade Fund, First Investors Strategic Income Fund, First Investors Tax-Exempt Income Fund, First Investors Tax-Exempt Opportunities Fund, First Investors California Fund, First Investors New Jersey Tax-Exempt Fund, First Investors New York Tax-Exempt Fund, First Investors Oregon Tax-Exempt Fund, and their respective Acquiring Funds:

First Investors Funds		Acquiring Funds
Purchase Amount	Sales charge as a percentage of Offering Price*	Purchase Amount	As a % of Offering Price
Less than $100,000	4.00%	Less than $100,000	4.50%
$100,000 but less than $250,000	3.50%	$100,000 but less than $250,000	3.50%
$250,000 but less than $500,000	2.50%	$250,000 but less than $500,000	2.50%

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$500,000 but less than $1 million	2.00%	$500,000 but less than $1 million	2.00%
More than $1 million	0.00%**	More than $1,000,000	0.00%, but subject to 1.00% CDSC if redeemed within 12 months of purchase and a 0.50% CDSC if redeemed within 24 months of purchase

* Due to rounding of numbers in calculating a sales charge, you may pay more or less than what is shown above.

** If you invest $1,000,000 or more, you will not pay a front-end sales charge.  However, if you make such an investment and then sell your shares within 24 months of purchase, you will pay a CDSC of 1.00% on the value of the shares redeemed except in certain circumstances.  As described further in this prospectus, any applicable CDSCs may be waived under certain circumstances.

First Investors Floating Rate Fund and First Investors Limited Duration Bond Fund and their respective Acquiring Funds:

First Investors Funds		Acquiring Funds
Purchase Amount	Sales Charge as a percentage of Offering Price*	Purchase Amount	As a % of Offering Price
Less than $100,000	2.50%	Less than $100,000	2.75%
$100,000 but less than $250,000	1.75%	$100,000 but less than $250,000	2.00%
$250,000 but less than $500,000	1.25%	$250,000 but less than $1 million	1.00%
$500,000 but less than $1 million	1.00%	More than $1 million	0.00%, but subject to 1.00% CDSC if redeemed within 12 months of purchase and a 0.50% CDSC if redeemed within 24 months of purchase
More than $1 million	0.00%**

* Due to rounding of numbers in calculating a sales charge, you may pay more or less than what is shown above.

** If you invest $1,000,000 or more, you will not pay a front-end sales charge.  However, if you make such an investment and then sell your shares within 24 months of purchase, you will pay a CDSC of 1.00% on the value of the shares redeemed except in certain circumstances.  As described further in this prospectus, any applicable CDSCs may be waived under certain circumstances.

First Investors Government Cash Management Fund and its Acquiring Fund:

Class A shares of the First Investors Government Cash Management Fund and its corresponding Acquiring Fund do not have an initial sales charge, but Class A shares of the First Investors Government Cash Management Fund and its corresponding Acquiring Fund are subject to a CDSC of 1.00% if (1) you acquired your Class A shares by exchange of Class A shares of another fund that was subject to a CDSC; and (2) you then redeemed your Class A shares within the other fund’s 24-month holding period.  If a CDSC is applicable, you may qualify for a CDSC waiver.  Please see the First Investors Government Cash Management Fund and its corresponding Acquiring Fund prospectuses and SAIs for information on the Class A shares CDSC waivers.  See the cover page of this Joint Proxy Statement/Prospectus for a description of how you can obtain a copy of First Investors Government Cash Management Fund’s prospectus and each Fund’s SAI.

Reductions or Waivers of Initial Sales Charges.  The First Investors Funds and Acquiring Funds both offer reductions and waivers of the initial sales charge on Class A shares to certain eligible investors or under certain circumstances, which are similar between the First Investors Funds and the Acquiring Funds.  Although similar, it is possible that First Investors Fund shareholders who were eligible for sales charge reductions or waivers may not be

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eligible for such waivers on future purchases of the Acquiring Funds.  The prospectuses of the First Investors Funds that you own include information on purchasing Class A shares of your First Investors Funds with a reduced initial sales charge or without an initial sales charge.  The respective enclosed Acquiring Funds’ prospectuses include information on the initial sales charge reductions and waivers offered by the Acquiring Funds that correspond to the First Investors Funds which you own.  Please also see the Acquiring Funds’ SAIs for additional information on purchasing Class A shares of the Acquiring Funds with a reduced initial sales charge or without an initial sales charge.  See the cover page of this Joint Proxy Statement/Prospectus for a description of how you can obtain a copy of the Acquiring Funds’ SAIs.

Contingent Deferred Sales Charges (CDSCs), Reductions and Waivers.

Advisor Class and Institutional Class shares.  Advisor Class and Institutional Class shares of the First Investors Funds are not subject to a CDSC.  The Institutional Class and Class R6 shares of the Acquiring Funds also are not subject to a CDSC.

Comparison of Purchase and Redemption Procedures

Purchase Procedures.  The purchase procedures employed by the First Investors Funds and Acquiring Funds are similar.  Shares of the First Investors Funds and Acquiring Funds may be purchased through any financial intermediary that has a selling agreement in place with the Fund’s distributor.  Only Class A shares of First Investors Funds may be purchased by a non-institutional investor without using a financial intermediary.  The purchase price of each share of the First Investors Funds and the Acquiring Funds is the offering price which is the net asset value calculated after the distributor receives the order, plus any initial sales charge that applies.  Shareholders of the First Investors Funds and Acquiring Funds may make additional purchases by mail, wire, telephone, or internet.  Both the First Investors Funds and Acquiring Funds reserve the right to reject or cancel a purchase order for any reason.

Additional information regarding the purchase procedures of the First Investors Funds and the Acquiring Funds is available in their respective prospectuses. The cover page of this Joint Proxy Statement/Prospectus explains how you can obtain a copy of each prospectus.

Investment Minimums.  The First Investors Funds have established minimum initial investment amounts for most share classes.  Class A shares of most First Investors Funds have a minimum initial investment amount of $1,000 for a non-retirement account or $500 in an IRA or Roth IRA. For Advisor Class shares of the First Investors Funds, the minimum initial investment is $1,000 per Fund account, subject to satisfying certain eligibility requirements. For Institutional Class shares, eligible investors must make a minimum initial investment of $2,000,000 per Fund account. Subsequent investments can be made in any U.S. dollar amount.

Class A of the Acquiring Funds maintain minimum initial investment requirements as follows: generally $1,000 and subsequent investments can be made for as little as $100; $250 for IRAs, Uniform Gifts/Transfers to Minors Act accounts, direct deposit purchase plans, and automatic investment plans is $250; and $500 for Coverdell Education Savings Accounts.  Subsequent investments in these accounts can be made for as little as $25.  The Acquiring Funds’ Institutional Class and Class R6 shares do not have minimum investment amounts but do have certain eligibility requirements.

Redemption Procedures.  The redemption procedures employed by the First Investors Funds and the Acquiring Funds are substantially similar.  Shareholders of the First Investors Funds and the Acquiring Funds may redeem shares by writing a letter, by wire, by telephone, internet, or through a financial intermediary.  The First Investors Funds and Acquiring Funds typically make payment for shares redeemed in proper form within two business days, and no later than seven days unless otherwise permitted by applicable law.  The First Investors Funds and Acquiring Funds can make redemptions by check, by wire, or direct deposit. The Acquiring Funds also reserve the right to redeem shares in-kind.  The First Investors Funds and the Acquiring Funds typically use cash on hand, or sell portfolio securities to meet redemption requests.  The First Investors Funds may also borrow under an interfund lending program to meet redemption requests.

The First Investors Funds may be redeemed if an account balance falls below the investment minimum for any reason other than market fluctuation, and each First Investors Fund reserves the right to redeem an account

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without an investor’s consent or to impose an annual low balance account fee of $25.  Each First Investors Fund may also redeem an investor or impose a low balance account fee if the investor has established an account under a systematic investment program and discontinues the program before meeting the minimum account balance.  The First Investors Funds will give sixty (60) days’ notice before taking such action.  An investor may avoid redemption or imposition of a fee by purchasing additional First Investors Fund shares, if permitted by law, during this sixty (60) day period to bring the account balance to the required minimum.

For Class A shares of the Acquiring Funds, if an investor redeems shares and the account balance falls below the required account minimum of $1,000 ($250 for IRAs, Roth IRAs, Uniform Gifts to Minors Act and Uniform Transfers to Minors Act accounts, or accounts with automatic investment plans, and $500 for Coverdell Education Savings Accounts) for three or more consecutive months, such investor will have until the end of the current calendar quarter to raise the balance to the minimum.

For Institutional Class and Class R6 shares of the Acquiring Funds, if an investor redeems shares and the account balance falls below $500, such investor’s shares may be redeemed after 60 days’ written notice.

If an account is not at the minimum for low balance purposes by the required time, an investor may be charged a $9 fee for that quarter and each quarter after that until your account reaches the minimum balance, or it may be redeemed after 60 days’ written notice. Any CDSC that would otherwise be applicable will not apply to such a redemption.

Certain accounts held in omnibus, advisory, or asset-allocation programs or programs offered by certain intermediaries may be opened below the minimum stated account balance and may maintain balances that are below the minimum stated account balance without incurring a service fee or being subject to involuntary redemption.

If the applicable account falls below the minimum due to market fluctuation, an Acquiring Fund still reserves the right to liquidate the account.

Redemption Fees.  The First Investors Funds and the Acquiring Funds do not charge redemption fees, however they both charge CDSCs for Class A shares under certain limited circumstances.  Large purchases of Class A shares of the First Investors Funds, with few exceptions, may be subject to a 1.00% CDSC if they are redeemed within an 24-month holding period measured from the date of purchase.  Large purchases of Class A shares of the Acquiring Funds may be subject to a 1.00% CDSC if they are redeemed within an 12-month period from the date of purchase and 0.50% if they are redeemed within a 24-month period from the date of purchase.

Additional information relating to redemption fees of the First Investors Funds and the Acquiring Funds is available in their respective prospectuses.  The cover page of this Joint Proxy Statement/Prospectus explains how you can obtain a copy of a First Investors Fund’s prospectus.

Comparison of Exchange Privileges

Exchanges may only be made into the same class of shares of another First Investors Fund owned by the same customer that is available for sale to the customer.  An exchange will be processed at the relative NAVs of the shares involved and any CDSC on the shares being exchanged and the holding period used to calculate the CDSC will carry over to the new shares.  There is no sales charge on an exchange.  However, since an exchange of Fund shares is a redemption of shares of one First Investors Fund and a purchase of shares of another First Investors Fund, it may create a gain or loss for federal income tax purposes.

All or part of an investment in one or more of the Acquiring Funds may be exchanged for shares of other Acquiring Funds. Under most circumstances, an investor may exchange between like classes of shares only.

The First Investors Funds and their Acquiring Funds have adopted policies and procedures designed to discourage and limit excessive or short-term trading of Fund shares.  The First Investors Funds and the Acquiring Funds actively monitor trade activity and reserve the right to use their discretion to reject orders or block purchases at any time.  The First Investors Government Cash Management Fund and its corresponding Acquiring Fund are not subject to these short-term trading limits. The First Investors Funds and the Acquiring Funds may also both employ fair value pricing to limit arbitrage opportunities.

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In addition, the Acquiring Funds consider market timing to occur when investors make consecutive, rapid, short-term “round trips” — that is, purchases into an Acquiring Fund followed quickly by redemptions out of that Acquiring Fund. The Acquiring Funds consider a short-term round trip to be any redemption of shares within 20 business days of a purchase of that Acquiring Fund’s shares. If a person makes a second such short-term round trip in such an Acquiring Fund within 90 rolling calendar days of a previous short-term round trip in such Acquiring Fund, such person may be considered a market timer. In determining whether market timing has occurred, the Acquiring Funds consider short-term round trips to include rapid purchases and sales of Fund shares through the exchange privilege. The Acquiring Funds reserve the right to consider other trading patterns to be market timing.

Shareholders of the First Investors Funds and the Acquiring Funds will not be assessed an initial sales charge on an exchange of shares.  Before exchanging shares, shareholders should be aware of the differences in investment objectives, principal investment strategies, risks, fees, and other features of the Fund they are exchanging into.  Additional information regarding the First Investors Funds and the Acquiring Funds, including their exchange privileges, are available in their respective prospectuses.  The cover page of this Joint Proxy Statement/Prospectus explains how you can obtain a copy of a First Investors Fund prospectus.

Comparison of Dividend and Distribution Policies and Fiscal Years

Dividend and Distribution Policies.  Each First Investors Fund and its corresponding Acquiring Fund have similar policies regarding the payment of dividends and distributions.  Each First Investors Fund and its corresponding Acquiring Fund may declare and pay dividends from net investment income, if any, with the same frequency (monthly, quarterly, semi-annually or annually, as applicable) and capital gains distributions, if any, at least annually.  The First Investors Funds and Acquiring Funds may also declare and pay capital gains distributions more than once per year as permitted by law. Shareholders of the First Investors Funds and Acquiring Funds may elect to automatically reinvest all distributions or receive distributions in the form of cash or check. A dividend or other distribution declared on a class of shares will be paid in additional shares of that class if it is under $10 or if a Fund has received notice that all account owners are deceased (until written alternate payment instructions and other necessary documents are provided by your legal representative).  The amount of dividends and distributions will vary, and there is no guarantee that the First Investors Funds or the Acquiring Funds will pay either a dividend from net investment income or a capital gains distribution.  Additional information regarding the dividend and distribution policies of the First Investors Funds and the Acquiring Funds is available in their respective prospectuses. The cover page of this Joint Proxy Statement/Prospectus explains how you can obtain a copy of a First Investors Fund prospectus.

Fiscal Years.  Each Acquiring Fund has the same fiscal year as its corresponding First Investors Fund. As a result, the Acquiring Funds will deliver annual and semi-annual shareholder reports and updated prospectuses about the same time of year as the First Investors Funds delivered this information.  Fiscal year ends may change after the closing of the Reorganizations in compliance with applicable laws.

Comparison of Business Structures, Shareholder Rights and Applicable Law

Each First Investors Fund is a series of the First Investors Equity Funds, First Investors Income Funds or First Investors Tax Exempt Funds (each, a “First Investors Trust”), and each Acquiring Fund is a series of the Delaware Group Equity Funds IV or the Delaware Group Limited-Term Government Funds (each, an “Acquiring Trust”), each a DST.  As a result, there are no material differences between the rights of shareholders under the governing state laws of the First Investors Funds and the Acquiring Funds except differences in rights provided for in the respective governing instruments of these entities, which are discussed below.

The following is a discussion of certain important provisions of the governing instruments and governing laws of each First Investors Fund and Acquiring Fund, but is not a complete description thereof.  Further information about each Fund’s governance structure is contained in the Fund’s SAI and its governing instruments, which are on file with the SEC.

Shares.  When issued and paid for in accordance with the prospectus, shares of both a First Investors Fund and its corresponding Acquiring Fund are fully paid and non-assessable, have no preemptive or subscription rights and are freely transferable.  Each share of both a First Investors Fund and its corresponding Acquiring Fund represents an equal interest in such Fund.  Shares of each Fund are entitled to receive their pro rata share of

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distributions of income and capital gains, if any, made with respect to that Fund as are declared by its Board, although such distributions may vary in amount among the classes of a Fund to reflect class-specific expenses.  Such distributions may be in cash, in-kind (with respect to the Acquiring Funds only) or in additional Fund shares.  In any liquidation of a First Investors Fund or an Acquiring Fund, each shareholder is entitled to receive his or her pro rata share of the net assets of the Fund, after satisfaction of all outstanding liabilities and expenses of the Fund.

Organization and Governing Law.  The First Investors Funds are series of trusts organized as DSTs pursuant to the Delaware Statutory Trust Act (“DSTA”).  The Acquiring Funds are also series of trusts organized as DSTs.  Each First Investors Trust and Acquiring Trust is governed by its Declaration of Trust or Trust Instrument (each, a “Declaration”) and its By-Laws, and its business and affairs are managed under the supervision of its Board of Trustees.

Each Fund is subject to the federal securities laws, including the 1940 Act, and the rules and regulations promulgated by the SEC thereunder.

Shareholder Meetings and Rights of Shareholders to Call a Meeting.  Neither the First Investors Funds nor the Acquiring Funds are required to hold annual shareholders’ meetings unless required by applicable federal law.

The governing instruments of each of the First Investors Trusts and Acquiring Trusts generally provide that special meetings of shareholders may be called for any purpose determined by the Trustees at any time.  In addition, the governing instruments for each First Investors Trust provide that shareholders may only call a special meeting of shareholders upon the written request of shareholders owning at least ten percent (10%) of the outstanding shares of such series or class entitled to vote, provided that (1) such request shall state the purposes of such meeting and the matters proposed to be acted upon and (2) the shareholders requesting such meeting shall have paid the reasonably estimated cost of preparing and mailing the notice of the meeting.

Quorum.  For each First Investors Fund and each Acquiring Fund, a quorum will exist if shareholders of one-third of the outstanding shares of such Fund entitled to vote of such Fund are present at the meeting in person or by proxy.

Number of Votes; Aggregate Voting.  The governing instruments of the First Investors Trusts provide that each shareholder is entitled to one vote for each dollar of NAV (number of shares owned times NAV per share) of the First Investors Fund, and each fractional dollar amount will be entitled to a proportionate fractional vote. Regardless of the class of shares they own, shareholders of all classes of a First Investors Fund will vote as a single class on the Agreement. The governing instruments of the Acquiring Trusts provide that each shareholder is entitled to one vote for each whole share held, and a fractional vote for each fractional share held.  Neither the shareholders of the First Investors Funds nor the Acquiring Funds are entitled to cumulative voting.

The First Investors Funds and the Acquiring Funds are each organized as a separate series of respective statutory trusts.  Matters submitted to shareholders shall be submitted to a separate vote of the shareholders of each individual First Investors Fund entitled to vote thereon.  The governing instruments of the First Investors Trusts and the Acquiring Trusts provide that all shares of a First Investors Fund or Acquiring Fund shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more series (or classes), then only the shareholders of all such affected series (or classes) are entitled to vote thereon.

Right to Vote.  The 1940 Act provides that shareholders of each Fund have the power to vote with respect to certain matters:  specifically, for the election of Trustees, the selection of auditors (under certain circumstances), approval of investment advisory agreements and plans of distribution, and amendments to policies, objectives or restrictions deemed to be fundamental.  Shareholders of each Fund also have the right to vote on certain matters affecting the Fund or a particular share class thereof under their respective governing instruments and applicable state law.  The following summarizes the matters on which Fund shareholders have a right to vote as well as the minimum shareholder vote required to approve the matter.  For matters on which shareholders of a Fund do not have a right to vote, the Trustees of the Fund may nonetheless determine to submit the matter to shareholders for approval.

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Election/Removal of Trustees.  The shareholders of all Funds are entitled to vote for the election of Trustees.  For all Funds, Trustees are elected by a plurality vote (i.e., the nominees receiving the greatest number of votes are elected).  For the First Investors Trusts, any Trustee may be removed by a vote of two-thirds of the outstanding shares.  For the Acquiring Trusts, shareholders shall have the power to remove a Trustee only to the extent provided by the 1940 Act and the rules and regulations thereunder.

Amendment of Governing Instruments.  Generally, the Trustees of each Trust have the right to amend, from time to time, the Declaration, and/or By-laws for the Trust.  For the First Investors Trusts, shareholders have the right to vote on any amendment (a) that would affect the voting rights of shareholders granted in Declaration, (b) to the amendment provision of the Declaration, (c) required to be approved by shareholders by law or by the First Investors Trust’s registration statement(s) filed with the SEC and (d) that is submitted to them by the Trustees in their sole discretion. Any such amendment requires the vote of a majority of the votes cast by shareholders present in person or by proxy at which a quorum is present.  Shareholders of the Acquiring Funds have the power to vote on any amendment to the Declaration as required by the DSTA or federal law, including the 1940 Act, but only to the extent required.

Mergers and Reorganizations.  The Declaration for each First Investors Trust provides that any merger, consolidation or other reorganization of such a First Investors Fund only requires the approval of the Trustees and not shareholders unless required by the 1940 Act. For the Acquiring Trusts, the Declarations provide that any merger, consolidation or other reorganization of an Acquiring Fund only requires the approval of the Trustees and not shareholders unless required by the 1940 Act.

Liquidation of a Fund.  Each First Investors Fund and each Acquiring Fund may be liquidated by its respective Board of Trustees without shareholder approval.

Liability of Shareholders.  Consistent with the DSTA, the Declarations for each First Investors Trust and the Declarations for the Acquiring Trust generally provide that shareholders will not be subject to personal liability for the obligations of the Funds. Similar statutory or other authority limiting statutory trust shareholder liability does not apply in many other states, however, and a shareholder subject to proceedings in courts in other states, which may not apply Delaware law, may be subject to liability.  To guard against this risk, the governing instruments for each First Investors Fund and each Acquiring Fund contain an express disclaimer of shareholder liability for acts of the Fund and provide for shareholder indemnification out of the Fund’s assets if any shareholder is personally held liable for the obligations of the Fund.

Liability of Trustees and Officers. Consistent with the 1940 Act, the governing instruments for all of the Funds generally provide that no Trustee, officer, employee or agent of the Funds shall be subject to any personal liability in connection with the assets or affairs of the Funds, except for liability arising from his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (“Disqualifying Conduct”).

Indemnification.  For each First Investors Trust, the Declaration generally requires the First Investors Trust to indemnify each of its Trustees, officers, and employees (“Covered Persons”) against all liabilities and expenses reasonably incurred by any Covered Person in connection with any claim action, suit or proceeding in which such Covered Person may be involved (or with which such Covered Person may be threatened) by reason of being or having been a Covered Person with the applicable First Investors Trust and against amounts paid or incurred by him in the settlement thereof, except with respect to any matter as to which it has been determined that such Covered Person (i) shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust or its shareholders by reason of Disqualifying Conduct or not to have acted in good faith in the reasonable belief that his action was in the best interest of the First Investors Trust or First Investors Funds; or (ii) in the event of a settlement, if there has been a determination that such Covered Person engaged in Disqualifying Conduct: (A) by the court or other body approving the settlement; (B) by at least a majority of those Trustees who are neither “interested persons” (as defined in the 1940 Act) of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).  Such rights to indemnification are not exclusive and do not affect any other rights the Covered Person may have, including under any liability insurance policy.

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The Declarations of the Acquiring Trusts provide that every Covered Person shall be indemnified by the Trust to the fullest extent permitted by the DSTA, the By-Laws and applicable laws.   The By-Laws of the Acquiring Trusts provide that every Covered Person of an Acquiring Trust shall be indemnified by the applicable Acquiring Trust or applicable Acquiring Fund for expenses actually or reasonably incurred in the defense or settlement of any proceeding to which such Covered Person is made a party or is threatened to be made a party by reason of the fact that such person is a Covered Person.  The Acquiring Trust may advance to such Covered Persons such expenses in advance of the proceeding’s final disposition.  No Covered Person, however, shall be indemnified for any expenses, judgments, fines, amounts paid in settlement, or other liability or loss arising by reason of his or her Disqualifying Conduct.

Any indemnification required or permitted under the By-Laws (unless ordered by a court) must be made by the Acquiring Trust or applicable Acquiring Fund only as authorized in the specific case upon a reasonable determination, based upon a review of the facts, that the Covered Person is entitled to indemnification because (i) he or she is not liable by reason of Disqualifying Conduct, or (ii) in cases where there is no liability, he or she has not engaged in Disqualifying Conduct. Such determination must be made by (i) the vote of a majority of a quorum of Trustees who are not interested persons (as defined in the 1940 Act) of the Acquiring Trust and is not a party to the proceeding; or (ii) by independent legal counsel in a written opinion.

Terms of the Reorganizations

The terms and conditions under which each Reorganization may be consummated are set forth in the Agreement.  Significant provisions of the Agreement are summarized below; however, this summary is qualified in its entirety by reference to the form of Agreement, a copy of which is attached as Exhibit E to this Joint Proxy Statement/Prospectus.

With respect to each Reorganization, if shareholders of the First Investors Fund approve the Agreement and other closing conditions are satisfied or waived (to the extent legally permissible), the assets (as defined in the Agreement) of the First Investors Fund will be delivered to the Acquiring Fund’s custodian for the account of the corresponding Acquiring Fund in exchange for the assumption by the Acquiring Fund of the liabilities (as defined in the Agreement) of the First Investors Fund and delivery by the Acquiring Fund to the holders of record as of the Closing (defined below) of the issued and outstanding shares of the First Investors Fund of a number of shares of the Acquiring Fund (including, if applicable, fractional shares rounded to the nearest thousandth), having an aggregate net asset value equal to the aggregate value of the net assets of the First Investors Fund so transferred, all determined and adjusted as provided in the Agreement.  The value of your account with an Acquiring Fund immediately after the Reorganization will be the same as the value of your account with the First Investors Fund immediately prior to the Reorganization.

The class of Acquiring Fund shares that shareholders will receive in connection with the Reorganization will depend on the class of First Investors Fund shares that shareholders hold immediately prior to the Reorganizations.  The share classes that will be issued by the Acquiring Funds to the holders of the various share classes of the First Investors Funds are described in Exhibit A.

Each First Investors Trust and Acquiring Trust has made representations and warranties in the form of Agreement attached as Exhibit E that are customary in matters such as the Reorganizations.  These representations and warranties were made solely for the benefit of the parties to the Agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in the Agreement by disclosures that were made in connection with the negotiation of the Agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) are made only as of the date of the Agreement or such other dates as may be specified in the Agreement.

If shareholders approve the Agreement and if all of the closing conditions set forth in the Agreement are satisfied or waived, consummation of the Reorganizations (the “Closing”) is expected to occur on or about October 4, 2019 (the “Closing Date”).  The Closing of the Reorganizations shall take place as of the later of 7:01 p.m. Eastern Time or the finalization of each First Investors Fund’s net asset value on the Closing Date, unless otherwise agreed to by the parties.  The valuation of a First Investors Fund’s assets shall be calculated following the close of

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regular trading on the New York Stock Exchange (“NYSE”) on the Closing Date on the basis of values calculated as of the close of regular trading on the NYSE on the Closing Date.  The consummation of any particular Reorganization is not conditioned upon the consummation of any other Reorganization.  As a result, the Reorganizations may close at different times if, for example, shareholders of one or more First Investors Funds have not approved the Agreement at the time of the closing of the Transaction.  In addition, the parties may choose to delay the consummation of a Reorganization that shareholders have approved so that all or substantially all of the Reorganizations are consummated at the same time. On or before the Closing Date, some securities held by certain First Investors Funds may be unable to be transferred to the corresponding Acquiring Fund due to foreign regulatory restrictions or other impediments to transfer.  If this occurs, management of such First Investors Fund and its corresponding Acquiring Fund will take steps to minimize any portfolio disruption by seeking alternative investment exposure to those positions, however in the unlikely event alternate investment approaches are unavailable, an affected fund may temporarily deviate from its investment strategy with respect to these select securities, and may incur certain related costs.

For a description of the vote required to approve the Agreement, see the “Vote Necessary to Approve the Agreement” section of this Joint Proxy Statement/Prospectus.  Following receipt of the requisite shareholder vote in favor of a Reorganization and prior to the opening of trading on the NYSE next following the Closing Date, a First Investors Fund will distribute to its shareholders of record of each class the shares of the Acquiring Fund of each class received by the First Investors Fund, on a pro rata basis. Additionally, as soon as reasonably practicable after the Closing, the outstanding shares of the First Investors Fund will be redeemed and cancelled as permitted by, and in accordance with, its governing instruments and applicable law, and the First Investors Trust will, following the Reorganizations of each of its series, as promptly as practicable, completely liquidate and dissolve as permitted by, and in accordance with, its governing instruments and applicable law.

The obligations of each Acquiring Fund and First Investors Fund are subject to other conditions, including the following conditions:

· the Acquiring Funds’ Registration Statement on Form N-14 under the Securities Act shall have been filed with the SEC and such Registration Statement shall have become effective, and no stop-order suspending the effectiveness of the Registration Statement shall have been issued;

· the shareholders of the First Investors Fund shall have approved the Agreement in accordance with the provisions of the First Investors Fund’s governing instruments, applicable state law and the 1940 Act;

· the Acquiring Trust and First Investors Trust will have received a legal opinion on or before the Closing Date that the consummation of the transactions contemplated by the Agreement will not result in the recognition of gain or loss for federal income tax purposes for each First Investors Fund or its shareholders or each Acquiring Fund.

If the shareholders of a First Investors Fund do not approve the Agreement, management may recommend to the First Investors Board the approval of an interim advisory agreement pursuant to 15a-4 under the 1940 Act, which permits the First Investors Board to approve, and for the First Investors Fund to enter into, an interim investment advisory contract with DMC pursuant to which DMC, as an interim adviser, may serve as the investment adviser to the First Investors Fund for a period not to exceed 150 days (or such other period as may be permitted by SEC regulations and interpretations) following the termination of the current advisory agreement with FIMCO, to be able to continue uninterrupted portfolio management services for such First Investors Fund. After such period has expired, if shareholders of a First Investors Fund still have not approved the Agreement, the First Investors Board will consider other possible courses of action for such First Investors Fund, including possibly liquidating the First Investors Fund.  Additionally, while the consummation of any particular Reorganization is not conditioned upon the specific consummation of any other Reorganization, the Reorganizations may not close unless certain conditions to the closing of the Transaction are met or waived.  If such conditions are not met or waived, none of the Reorganizations will be consummated, even if shareholders of a First Investors Fund approved the Agreement, and the First Investors Funds will not be reorganized into the Acquiring Funds.  If this occurs, the First Investors Board will consider what additional action, if any, for each First Investors Fund to take.

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The Agreement may be terminated and a Reorganization may be abandoned at any time by mutual agreement of the parties, or by either party if the Closing does not occur on or before [__________] or if one or more of the parties shall have materially breached its obligations under the Agreement.  The Agreement may be amended or modified in a writing signed by the parties to the Agreement.

Macquarie has made certain covenants in connection with the Transaction regarding compliance with Section 15(f) of the 1940 Act, which, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with certain transactions, such as the Transaction, involving an assignment of an investment management services agreement as long as two conditions are satisfied.

The first condition requires that no “unfair burden” be imposed on the investment company as a result of the Reorganizations, or as a result of any express or implied terms, conditions or understandings applicable to the Reorganizations. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control whereby the investment adviser (or predecessor or successor investment adviser), or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary fees for principal underwriting services).  No such compensation arrangements are contemplated by the Reorganizations or the Transaction. FIMCO and Macquarie have agreed to refrain from imposing or seeking to impose, for a period of two years after the closing of the Reorganizations, any “unfair burden” on the Funds.

The second condition requires that, during the three-year period immediately following the closing of such transactions, at least 75% of the investment company’s board of directors or trustees not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the investment adviser or predecessor investment adviser.  The Board of Trustees of the Acquiring Funds currently satisfies such 75% requirement. Macquarie has agreed with FIMCO to use its reasonable best efforts to ensure continued satisfaction of the 75% requirement for the three-year period following the closing of the Reorganizations.

Federal Income Tax Consequences

The following is a general summary of some of the important U.S. federal income tax consequences of the Reorganizations and is based upon the current provisions of the Code, the existing U.S. Treasury Regulations thereunder, current administrative rulings of the U.S. Internal Revenue Service (“IRS”) and published judicial decisions, all of which are subject to change, possibly with retroactive effect.  These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account, such as an IRA or qualified retirement plan.

Each Reorganization is intended to be a tax-free “reorganization” within the meaning of Section 368 of the Code for federal income tax purposes.

As a condition to consummation of each Reorganization, Stradley Ronon Stevens & Young, LLP, counsel to the Acquiring Funds, will deliver an opinion (“Tax Opinion”) to the Acquiring Funds to the effect that, based on the facts and assumptions stated therein (as well as certain representations of each Acquiring Fund) and the existing federal income tax law, and conditioned on the Reorganization being completed in accordance with the Agreement, for federal income tax purposes.

After the closing of the Reorganizations, each Acquiring Fund’s portfolio management team will actively manage such Fund in accordance with such team’s investment philosophy and the Fund’s strategies and pursuant to the oversight of the Delaware Funds by Macquarie Board of Trustees.  As a result, portfolio securities of certain Acquiring Funds are expected to be bought and sold after the Reorganizations.  In particular, it is expected that Delaware Strategic Income II Fund will turnover its entire portfolio after the Reorganizations as it will be transitioned from a fund-of-funds to a fund that directly holds securities. To the extent a portfolio management team determines that an Acquiring Fund’s portfolio needs to be repositioned to more closely align with the team’s

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investment philosophy and the Fund’s strategies, such Acquiring Fund will experience a temporary increase in portfolio turnover rates that may result in higher transaction costs and, when Fund shares are held in a taxable account, capital gains taxes if not offset by capital losses.  Any increased portfolio turnover activity and costs associated with it will be described in the applicable Acquiring Fund’s registration statement and shareholder reports.  The tax consequences, if any, will also be noted in an Acquiring Fund’s shareholder reports and in tax documents required to be provided to shareholders.

The acquisition by the Acquiring Fund of all of the Assets of the  First Investors Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the liabilities of the First Investors Fund, followed by the distribution by the  First Investors Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the  First Investors Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the  First Investors Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

No gain or loss will be recognized by the First Investors Fund upon the transfer of all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code.

No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the assets of the  First Investors Fund in exchange solely for the assumption of the liabilities of the  First Investors Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.

No gain or loss will be recognized by the  First Investors Fund upon the distribution of the Acquiring Fund shares by the  First Investors Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.

The tax basis of the assets of the First Investors Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the First Investors Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.

The holding periods of the assets of the First Investors Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the First Investors Fund pursuant to Section 1223(2) of the Code.

No gain or loss will be recognized by the shareholders of the First Investors Fund upon the exchange of all of their First Investors Fund shares for the Acquiring Fund shares pursuant to Section 354(a) of the Code.

The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the  First Investors Fund will be the same as the aggregate tax basis of  First Investors Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

The holding period of Acquiring Fund shares received by a shareholder of the First Investors Fund will include the holding period of the First Investors Fund shares exchanged therefor, provided that the shareholder held  First Investors Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the Income Tax Regulations, the items of  First Investors Fund described in Section 381(c) of the Code as if there had been no Reorganization, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and, if applicable, the income tax regulations promulgated thereunder.

Notwithstanding the foregoing, no opinion will be expressed as to the tax consequences of the Reorganizations on contracts or securities on which gain or loss is recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a nonrecognition transaction under the Code. None of the Funds has requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Reorganizations.

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The Tax Opinion is not binding on the IRS or the courts and is not a guarantee that the tax consequences of the Reorganizations will be as described above. If a Reorganization were consummated but the IRS or the courts were to determine that the Reorganization did not qualify as a tax-free reorganization under the Code, and thus was taxable, the applicable First Investors Fund would recognize gain or loss on the transfer of its assets to the corresponding Acquiring Fund, and each shareholder of the applicable First Investors Fund that held shares in a taxable account would recognize a taxable gain or loss equal to the difference between its tax basis in its First Investors Fund shares and the fair market value of the shares of the Acquiring Fund it received.

If a Reorganization were to end the tax year of a First Investors Fund (which is not the intended or expected plan as of the date of this Joint Proxy Statement/Prospectus), it would accelerate distributions to shareholders from the First Investors Fund for its short tax year ending on the Closing Date.  Such distributions would be taxable and would include any capital gains resulting from portfolio turnover prior to the Reorganization.  If determined necessary by the Funds, such a First Investors Fund will declare a distribution to shareholders, which together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains, if any, through the closing of the Reorganization.

General Limitation on Losses (applicable to all Funds). Assuming the Reorganizations qualify as tax-free reorganizations, as expected, each of the Acquiring Funds will succeed to the tax attributes of the corresponding First Investors Fund upon the closing of each Reorganization, including any capital loss carryovers that could have been used by each First Investors Fund to offset its future realized capital gains, if any, for federal income tax purposes. The capital loss carryovers of each First Investors Fund will be available to offset future gains recognized by the combined Fund. Capital losses of a Fund arising in taxable years beginning after December 22, 2010 (the date of enactment of a change in law with respect to capital loss carryovers incurred by regulated investment companies, and such years referred to as “post-enactment taxable years”) may be carried forward indefinitely to offset future capital gains; capital losses arising in earlier taxable years (“pre-enactment taxable years”) generally may be carried forward only to each of the eight taxable years succeeding the loss year. Capital losses incurred in pre-enactment taxable years may not be used to offset capital gains until all net capital losses arising in post-enactment taxable years have been utilized. As a result, some net capital loss carryovers incurred in pre-enactment taxable years which otherwise would have been utilized under prior law may expire unused.

If, as is anticipated, at the time of the closing of the Reorganizations, an Acquiring Fund has either no assets or de minimis assets incident to its organization, there will be no change of ownership of the corresponding First Investors Fund as a result of the Reorganizations.  Thus, a reorganization of a First Investors Fund into an Acquiring Fund is not expected to result in any limitation on the use by the Acquiring Fund of the First Investors Fund’s capital loss carryovers, if any.  However, the capital losses of an Acquiring Fund, as the successor in interest to a First Investors Fund, may subsequently become subject to an annual limitation as a result of sales of the Acquiring Fund shares or other reorganization transactions in which the Acquiring Fund might engage post-Reorganization.

The foregoing description of the U.S. federal income tax consequences of the Reorganizations applies generally to shareholders who are not tax-exempt investors and does not take into account your particular facts and circumstances.  Consult your own tax adviser about the effect of state, local, foreign, and other tax laws because this discussion only relates to U.S. federal income tax laws.

Accounting Treatment

The Reorganizations will be accounted for on a tax-free combined basis.  Accordingly, the book cost basis to each Acquiring Fund of the assets of the corresponding First Investors Fund will be the same as the book cost basis of such assets to the First Investors Fund.  The Acquiring Funds will continue the accounting records of the First Investors Funds and, as a result, the accounting books and records of the First Investors Funds will become the accounting books and records of the Acquiring Funds.

BOARD CONSIDERATIONS

The Reorganizations were reviewed by the First Investors Boards with the advice and assistance of Fund counsel and special legal counsel to the Trustees who are not “interested persons” of the First Investors Trusts under

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the 1940 Act (the “Independent Trustees”). The Independent Trustees requested certain information from FIMCO, Macquarie and DMC to assist them in assessing the Reorganizations (the “Initial Request”).  The Independent Trustees considered the information provided, in writing and orally, by FIMCO, Macquarie and DMC in response to the Initial Request (the “Initial Response”) at an in-person meeting of the First Investors Boards held on May 17, 2019 and an in-person meeting of the Independent Trustees held on June 3, 2019.  Subsequent to the May 17^th and June 3^rd meetings, the Independent Trustees requested additional information from Macquarie and DMC (the “Second Request”).  The Independent Trustees considered the information provided in writing by Macquarie and DMC in response to the Second Request (the “Second Response”) during a telephonic meeting of the Independent Trustees held on June 9, 2019. The Independent Trustees subsequently requested additional information from FIMCO, Macquarie and DMC (the “Third Request”).  The Independent Trustees considered the information provided, in writing and orally, by FIMCO, Macquarie and DMC in response to the Third Request (the “Third Response”) at an in-person meeting of the First Investors Boards held on June 10, 2019.  Following their consideration and discussion of the Initial Response, the Second Response and the Third Response, the First Investors Boards, all of whom are Independent Trustees, approved the Agreement and recommended that shareholders of each First Investors Fund approve the Agreement with respect to their Fund at the Meeting.

Before the First Investors Boards approved the Agreement, FIMCO, Macquarie and DMC provided extensive information to the First Investors Boards regarding the Transaction, the Reorganizations and the Agreement.  The information provided to the First Investors Boards included, among other things: Macquarie’s and DMC’s organization and personnel; business strategy; ownership structure; financial condition; asset management practices and capabilities; operations related to and supportive of their asset management business; legal, risk and compliance infrastructure; legal and regulatory matters; internal audit and compliance matters. The First Investors Boards also received information regarding the First Investors Funds’ unrealized appreciation, unrealized depreciation and capital loss carryovers. The First Investors Boards took into account measures that Macquarie/DMC might take to minimize transaction costs and adverse tax consequences to shareholders of the First Investors Funds associated with any repositioning of the Acquiring Funds after the Reorganizations.  The First Investors Boards also took into account the processes used by Macquarie/DMC to monitor investment performance and the distribution capabilities and resources that would be available to registered representatives who sell shares of the Acquiring Funds following the Reorganizations.  The First Investors Boards considered that Macquarie is a global investment management firm and that its retail asset management business could benefit the First Investors Funds’ shareholders. At its meetings, the participants discussed current economic conditions, the securities markets and developments affecting the mutual fund industry, Macquarie’s status as a publicly traded entity, Macquarie’s strategic focus solely on the investment management business (including Macquarie’s investment reputation, broad product line, service quality, industry relationships and its stated objective of putting investors’ interests first) and its significant depth in resources, diversification, performance and experience. The participants at the meetings also discussed how the current Macquarie/DMC businesses compare to those of FIMCO and its affiliates. The participants discussed aligning the First Investors Funds and other funds currently advised by FIMCO together with other funds and products currently advised by DMC and its affiliates towards using a single, common operating platform (which includes, among other things, common service providers, common investment operating platforms, common global performance measurement and risk analysis, common compliance policies and procedures and common internal audit services). The First Investors Boards also considered that Macquarie/DMC and its affiliates would provide each First Investors Fund with the advisory, transfer agency, and distribution services that are currently provided by FIMCO and its affiliates. Prior to voting on the Agreement, the Independent Trustees reviewed the Transaction, the Reorganizations and the Agreement with representatives of FIMCO, Macquarie and DMC, counsel to the First Investors Trusts and their special legal counsel.  The Independent Trustees also reviewed the Transaction, the Reorganizations and the Agreement with their special legal counsel in private sessions at which no representatives of FIMCO, Macquarie, DMC or counsel to the First Investors Trusts were present.

At its meetings, the participants discussed the potential operational challenges associated with transitioning the First Investors Funds to the  Macquarie/DMC platform, with particular emphasis on ensuring portfolio management operations properly migrate to Macquarie as part of the Reorganizations and ensuring uninterrupted services for the First Investors Funds’ shareholders.  In this regard, the First Investors Boards considered information regarding the transition of certain operational functions and the retention arrangements for certain FIMCO employees to address continuity of services to the First Investors Funds during the transition.  The First Investors Boards also took into account Macquarie’s depth of knowledge and experience in transitioning funds and services.

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The information provided by FIMCO, Macquarie and DMC showed that the Reorganizations presented the opportunity for the First Investors Funds to recognize potential savings from economies of scale.  In addition, the Trustees noted that for the first two years after the Reorganizations, the Acquiring Funds’ total annual expenses, after fee waivers and expenses reimbursements, would be equal to or lower than the corresponding First Investors Funds’ total annual expenses prior to the Reorganizations.

In connection with the First Investors Boards’ review of the Reorganizations and the Agreement, the Boards considered, among other factors:

(1)  representations regarding the reputation, financial strength and resources of Macquarie;

(2)  the nature, quality and extent of services to be provided to the Acquiring Funds and their shareholders by Macquarie and its affiliates following the Reorganizations;

(3)  the similarities and differences, if any, between the investment objectives, principal investment strategies and risks of each First Investors Fund and those of the corresponding Acquiring Fund;

(4)  the historical investment performance records of the First Investors Funds and certain investment strategies that will be used by the proposed portfolio managers in managing certain Acquiring Funds following the Reorganizations;

(5)  the anticipated benefits to the First Investors Funds, including operating efficiencies, that may be achieved from the Reorganizations;

(6)  the distribution arrangements that will be available to the Acquiring Funds following the Reorganizations;

(7)  the transition from the First Investors Funds’ current service providers to the  Acquiring Funds’ service providers following the Reorganizations;

(8)  the current management fees schedules of the First Investors Funds and the proposed management fees schedules of the Acquiring Funds, and the fact that DMC will provide a two-year contractual guaranty that will limit the total expense ratio of each share class of each First Investors Fund to such share class’ total expense ratio prior to the Reorganizations (in determining the obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account: (i) interest, (ii) taxes, (iii) dividend expense on short sales, (iv) acquired fund fees and expenses; (v) extraordinary or non-routine items, including litigation expenses and (vi) Rule 12b-1 fees);

(9)  the fact that Macquarie and FIMCO will pay all direct expenses of the First Investors Funds arising in connection with the Reorganizations;

(10)  the fact that each Reorganization is expected to be a tax-free reorganization for federal income tax purposes; 

(11)  the terms and conditions of the Agreement, including each Acquiring Fund’s assumption of all of the liabilities of the corresponding First Investors Fund;

(12)  the fact that Macquarie and FIMCO have agreed to conduct, and use reasonable best efforts to cause their affiliates to conduct, their respective businesses in compliance with Section 15(f) of the 1940 Act so as not to impose an “unfair burden” on the Acquiring Funds; and

(13)  the ability of the shareholders of each First Investors Fund to redeem their shares.

After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that there can be no assurance that any potential operating efficiencies or other benefits

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will in fact be realized, the First Investors Boards concluded that the Reorganizations would be in the best interest of each First Investors Fund, approved the Agreement and recommended that shareholders of each First Investors Fund approve the Agreement with respect to their Fund.

ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUNDS AND FIRST INVESTORS FUNDS

Where to Find More Information

For more information with respect to each Acquiring Fund concerning the following topics, please refer to the following sections of the Acquiring Fund’s prospectus, which has been made a part of this Joint Proxy Statement/Prospectus by reference:  (i) see “Who manages the Funds” for more information about the management of the Acquiring Fund; and (ii) see “About your account” for more information about the Acquiring Fund’s policy with respect to dividends and distributions; and (iii) see “About your account” for more information about the Acquiring Fund’s pricing, purchase, redemption and repurchase of shares, policies with respect to dividends and distributions, tax consequences to shareholders of various transactions in shares of the Acquiring Fund, and distribution arrangements of the Acquiring Fund.

For more information with respect to each First Investors Fund concerning the following topics, please refer to the following sections of the First Investors Funds’ prospectuses, which have been made a part of this Joint Proxy Statement/Prospectus by reference:  (i) see “The Fund Summary Section” for more information about the performance of the First Investors Fund; (ii) see “Fund Management In Greater Detail” for more information about the management of the First Investors Fund; (iii) see “Shareholder Information” for more information about the pricing of shares of the First Investors Fund, tax consequences to shareholders of various transactions in shares of the First Investors Fund and the First Investors Fund’s policy with respect to dividends and distributions; and (vi) see “Financial Highlights” for more information about the First Investors Fund’s financial performance.  See also Exhibit F- Financial Highlights.

INFORMATION ON VOTING

Joint Proxy Statement/Prospectus

We are sending you this Joint Proxy Statement/Prospectus and the enclosed proxy card because the First Investors Board is soliciting your proxy to vote at the Meeting.  This Joint Proxy Statement/Prospectus gives you information about the business to be conducted at the Meeting.  First Investors Fund shareholders may vote by appearing in person at the Meeting, however, you do not need to attend the Meeting to vote your shares.  Instead, you may simply complete, sign and return the enclosed proxy card or vote by telephone or through a website established for that purpose.

This Joint Proxy Statement/Prospectus, the enclosed Notice of Joint Special Meeting of Shareholders and the enclosed proxy card is expected to be mailed on or about [________], 2019 to all shareholders entitled to vote at the Meeting.  Shareholders of record of the First Investors Funds as of the close of business on the Record Date are entitled to vote at the Meeting.  The number of outstanding shares of each class of the First Investors Funds on the Record Date, can be found at Exhibit G.  Each shareholder is entitled to one vote for each dollar of NAV (number of shares owned times NAV per share) of the First Investors Fund, and each fractional dollar amount will be entitled to a proportionate fractional vote. Regardless of the class of shares they own, shareholders of a First Investors Fund will vote as a single class on the Agreement.

Your proxy will have the authority to vote and act on your behalf at the Meeting.  If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of the First Investors Funds in writing to the address of the First Investors Funds set forth on the cover page of the Joint Proxy Statement/Prospectus before the Meeting that you have revoked your proxy.  In addition, although merely attending the Meeting will not revoke your proxy, if you are present at the Meeting you may withdraw your proxy and vote in person.  However, if your shares were held in the name of your broker, bank or other nominee, you are required to bring a letter from the nominee indicating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote.

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If you hold your First Investors Fund shares through an Individual Retirement Account, 403(b) account, 457(b) account or Coverdell Education Savings Account for which FFS serves as custodian, you must instruct FFS how to vote your shares. First Investors Fund shares held in these types of accounts on the Record Date for which no timely instructions are received will be voted in the same proportion as voted by all First Investors Fund shareholders. Please consult FFS for more information about its practices with respect to voting beneficial owners’ shares.  To the extent proprietary assets of FIMCO or its affiliates and accounts managed by FIMCO are invested in the First Investors Fund, those First Investors Fund shares will be voted in the same proportion as voted by the First Investors Fund’s other shareholders, depending on the account through which the shares are held.

Quorum Requirement and Adjournment

A quorum of shareholders is necessary to hold a valid meeting of each First Investors Fund.  For each First Investors Fund a quorum will exist if shareholders representing one-third or more of the outstanding shares of a First Investors Fund entitled to vote on the Record Date are present at the Meeting in person or by proxy (except when a larger quorum is required by federal law). Abstentions and broker non-votes will count as shares present at the Meeting for purposes of establishing a quorum.

Proxies received prior to the Meeting on which no vote is indicated will be voted “FOR” the proposal.  Under the rules applicable to broker-dealers, if your broker holds your shares in its name, the broker will not be entitled to vote your shares if it has not received instructions from you.  A “broker non-vote” occurs when a broker has not received voting instructions from a shareholder and is barred from voting the shares without shareholder instructions because the proposal is non-routine.  The proposal described in this Joint Proxy Statement/Prospectus is considered “non-routine” for purposes of determining broker-non-votes.

However, it is the First Investors Funds’ understanding that because broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the single matter expected to be presented at the Meeting, there are unlikely to be any “broker non-votes” at the Meeting.

In the absence of a quorum with respect to any First Investors Fund, or in the event that a quorum is present at the Meeting with respect to the Fund, but sufficient votes to approve the proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments or postponements of the Meeting to permit further solicitation of proxies. The  proxies will vote those proxies that they are entitled to vote in favor of the proposal in favor of such an adjournment, and will vote those proxies required to be voted against the proposal against such adjournment.  Any adjournment or postponement will require the affirmative vote of a majority of the shares voted in person or by proxy at the session of the Meeting to be adjourned.  Abstentions and broker non-votes will have no effect on the outcome of a vote on adjournment.

Vote Necessary to Approve the Agreement

The First Investors Board has unanimously approved the Agreement, subject to shareholder approval.  For each First Investors Fund, shareholder approval of the Agreement requires the affirmative vote of the lesser of (i) 67% or more of the shares present or represented by proxy at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding shares of the Fund.  Abstentions and broker non-votes are counted as present but are not considered votes cast at the Meeting.  As a result, they have the same effect as a vote against the Agreement because approval of the Agreement requires the affirmative vote of a percentage of the voting securities present or represented by proxy or a percentage of the outstanding voting securities of the applicable First Investors Fund.

Proxy Solicitation

The First Investors Funds have engaged the services of AST Fund Solutions, LLC (“Solicitor”), a private proxy services firm, to assist in the solicitation of proxies for the Meeting.  Proxies are expected to be solicited principally by the mailing of this Joint Proxy Statement/Prospectus, but proxies may also be solicited by telephone and/or in person by representatives of the First Investors Funds, regular employees of FIMCO or its affiliate(s) or the Solicitor may also solicit proxies by telephone, facsimile or in person.  If we have not received your vote as the date of the Meeting approaches, you may receive a telephone call from one of these parties to ask for your vote.

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Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to the beneficial owner.

Solicitor’s costs are expected to be approximately $[______].  The cost of the Meeting, including the costs of retaining the Solicitor, preparing and mailing of the notice, Joint Proxy Statement/Prospectus, and the solicitation of proxies, including reimbursement to broker-dealers and others who forwarded proxy materials to their clients, will be borne by FIMCO, Macquarie and/or their affiliates.  The Funds and their shareholders will not bear any costs or expenses, directly or indirectly, related to the Transaction and any Reorganization, regardless of whether any Reorganization is consummated.

Other Matters

Management is not aware of any matters to be presented at the Meeting other than as is discussed in this Joint Proxy Statement/Prospectus.  If any other matters properly come before the Meeting, the shares represented by proxies will be voted by the proxies in accordance with their best judgment.

CAPITALIZATION

The following tables set forth, for each Reorganization, the total net assets, number of shares outstanding and net asset value per share of each First Investors Fund.  This information is generally referred to as the “capitalization” of a Fund.  The term “pro forma capitalization” means the expected capitalization of an Acquiring Fund after it has combined with the corresponding First Investors Fund.  The following tables are as of May 31, 2019 and assume that each Reorganization has taken place.  The capitalizations will be different on the Closing Date as a result of daily First Investors Fund share purchase, redemption, and market activity.

Each First Investors Fund shall be the accounting and performance survivor in the Reorganization, with the result that the corresponding Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of its corresponding First Investors Fund.

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CAPITALIZATION TABLES

First Investors Covered Call Strategy Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Covered Call Strategy Fund - Class A	$228,790,961	20,287,296	$11.28
Delaware Covered Call Strategy Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Covered Call Strategy Fund - Class A	$228,790,961	20,287,296	$11.28
First Investors Covered Call Strategy Fund - Advisor Class	$85,884,702	7,639,042	$11.24
Delaware Covered Call Strategy Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Covered Call Strategy Fund - Institutional Class	$85,884,702	7,639,042	$11.24
First Investors Covered Call Strategy Fund - Institutional Class	$2,309,126	206,690	$11.17
Delaware Covered Call Strategy Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Covered Call Strategy Fund - R6 Class	$2,309,126	206,690	$11.17
First Investors Covered Call Strategy Fund - All Classes	$316,984,789	28,133,028
Delaware Covered Call Strategy Fund - All Classes
Pro Forma Adjustments to Capitalization - All Classes	$0	0
Delaware Covered Call Strategy Fund  - All Classes	$316,984,789	28,133,028

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First Investors Equity Income Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Equity Income Fund - Class A	$498,833,996	53,828,772	$9.27
Delaware Equity Income Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Equity Income Fund - Class A	$498,833,996	53,828,772	$9.27
First Investors Equity Income Fund - Advisor Class	$78,538,799	8,411,812	$9.34
Delaware Equity Income Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Equity Income Fund - Institutional Class	$78,538,799	8,411,812	$9.34
First Investors Equity Income Fund - Institutional Class	$1,998,399	215,906	$9.26
Delaware Equity Income Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Equity Income Fund - R6 Class	$1,998,399	215,906	$9.26
First Investors Equity Income Fund – All Classes	$579,371,194	62,456,490
Delaware Equity Income Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Equity Income Fund – All Classes	$579,371,194	62,456,490

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First Investors Global Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Global Fund - Class A	$356,080,363	49,752,928	$7.16
Delaware Covered Global Equity Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Global Equity Fund - Class A	$356,080,363	49,752,928	$7.16
First Investors Global Fund - Advisor Class	$227,833,091	30,869,277	$7.38
Delaware Global Equity Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Global Equity Fund - Institutional Class	$227,833,091	30,869,277	$7.38
First Investors Global Fund - Institutional Class	$3,284,654	441,929	$7.43
Delaware Global Equity Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Global Equity Fund - R6 Class	$3,284,654	441,929	$7.43
First Investors Global Fund – All Classes	$587,198,108	81,064,134
Delaware Global Equity Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Global Equity Fund – All Classes	$587,198,108	81,064,134

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First Investors Growth & Income Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Growth & Income Fund - Class A	$1,505,650,398	80,241,475	$18.76
Delaware Growth and Income Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Growth and Income Fund- Class A	$1,505,650,398	80,241,475	$18.76
First Investors Growth & income Fund - Advisor Class	$143,755,117	7,595,435	$18.93
Delaware Growth and Income Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Growth and Income Fund - Institutional Class	$143,755,117	7,595,435	$18.93
First Investors Growth & Income Fund - Institutional Class	$8,418,596	446,564	$18.85
Delaware Growth and Income Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Growth and Income Fund - R6 Class	$8,418,596	446,564	$18.85
First Investors Growth & Income Fund – All Classes	$1,657,824,111	88,283,474
Delaware Growth and Income Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Growth and Income Fund – All Classes	$1,657,824,111	88,283,474

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First Investors Hedged U.S. Equity Opportunities Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Hedged U.S. Equity Opportunities Fund - Class A	$76,399,415	6,550,370	$11.66
Delaware  Hedged U.S. Equity Opportunities Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined  Hedged U.S. Equity Opportunities Fund - Class A	$76,399,415	6,550,370	$11.66
First Investors Hedged U.S. Equity Opportunities Fund - Advisor Class	$105,027,243	8,927,562	$11.76
Delaware  Hedged U.S. Equity Opportunities Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware  Hedged U.S. Equity Opportunities Fund - Institutional Class	$105,027,243	8,927,562	$11.76
First Investors Hedged U.S. Equity Opportunities Fund - Institutional Class	$548,926	46,523	$11.80
Delaware  Hedged U.S. Equity Opportunities Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware  Hedged U.S. Equity Opportunities Fund - R6 Class	$548,926	46,523	$11.80
First Investors Hedged U.S. Equity Opportunities Fund – All Classes	$181,975,584	15,524,455
Delaware  Hedged U.S. Equity Opportunities Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware  Hedged U.S. Equity Opportunities Fund – All Classes	$181,975,584	15,524,455

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First Investors International Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors International Fund - Class A	$254,908,513	17,200,088	$14.82
Delaware International Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware International Fund - Class A	$254,908,513	17,200,088	$14.82
First Investors International Fund - Advisor Class	$144,283,356	9,539,977	$15.12
Delaware International Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware International Fund - Institutional Class	$144,283,356	9,539,977	$15.12
First Investors International Fund - Institutional Class	$2,783,102	183,340	$15.18
Delaware International Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware International Fund - R6 Class	$2,783,102	183,340	$15.18
First Investors International Fund – All Classes	$401,974,971	26,923,405
Delaware International Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware International Fund – All Classes	$401,974,971	26,923,405

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First Investors Opportunity Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Opportunity Fund - Class A	$943,677,938	26,216,450	$36.00
Delaware Opportunity Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Opportunity Fund - Class A	$943,677,938	26,216,450	$36.00
First Investors Opportunity Fund - Advisor Class	$151,156,650	4,101,535	$36.85
Delaware Opportunity Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Opportunity Fund - Institutional Class	$151,156,650	4,101,535	$36.85
First Investors Opportunity Fund - Institutional Class	$4,600,443	124,991	$36.81
Delaware Opportunity Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Opportunity Fund - R6 Class	$4,600,443	124,991	$36.81
First Investors Opportunity Fund – All Classes	$1,099,435,031	30,442,976
Delaware Opportunity Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Opportunity Fund – All Classes	$1,099,435,031	30,442,976

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First Investors Premium Income Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Premium Income Fund - Class A	$60,448,829	5,945,826	$10.17
Delaware Premium Income Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Premium Income Fund - Class A	$60,448,829	5,945,826	$10.17
First Investors Premium Income Fund - Advisor Class	$63,243,380	6,214,656	$10.18
Delaware Premium Income Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Premium Income Fund - Institutional Class	$63,243,380	6,214,656	$10.18
First Investors Premium Income Fund - Institutional Class	$38,906	7,028	$5.54
Delaware Premium Income Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Premium Income Fund - R6 Class	$38,906	7,028	$5.54
First Investors Premium Income Fund – All Classes	$123,731,115	12,167,510
Delaware Premium Income Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Premium Income Fund – All Classes	$123,731,115	12,167,510

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First Investors Select Growth Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Select Growth Fund - Class A	$557,067,882	45,022,170	$12.37
Delaware Growth Equity Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Growth Equity Fund - Class A	$557,067,882	45,022,170	$12.37
First Investors Select Growth Fund - Advisor Class	$203,091,694	16,054,196	$12.65
Delaware Growth Equity Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Growth Equity Fund - Institutional Class	$203,091,694	16,054,196	$12.65
First Investors Select Growth Fund - Institutional Class	$6,613,313	519,603	$12.73
Delaware Growth Equity Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Growth Equity Fund - R6 Class	$6,613,313	519,603	$12.73
First Investors Select Growth Fund – All Classes	$766,772,889	61,595,969
Delaware Growth Equity Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Growth Equity Fund – All Classes	$766,772,889	61,595,969

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First Investors Special Situations Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Special Situations Fund - Class A	$512,210,506	20,524,292	$24.96
Delaware Special Situations Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Special Situations Fund - Class A	$512,210,506	20,524,292	$24.96
First Investors Special Situations Fund - Advisor Class	$130,646,785	5,157,185	$25.33
Delaware Special Situations Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Special Situations Fund - Institutional Class	$130,646,785	5,157,185	$25.33
First Investors Special Situations Fund - Institutional Class	$7,327,732	286,906	$25.54
Delaware Special Situations Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Special Situations Fund - R6 Class	$7,327,732	286,906	$25.54
First Investors Special Situations Fund – All Classes	$650,185,023	25,968,383
Delaware Special Situation Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Special Situations Fund – All Classes	$650,185,023	25,968,383

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First Investors Total Return Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Total Return Fund - Class A	$828,821,963	45,827,643	$18.09
Delaware Total Return Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Total Return Fund - Class A	$828,821,963	45,827,643	$18.09
First Investors Total Return Fund - Advisor Class	$1,010,910	55,593	$18.18
Delaware Total Return Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Total Return Fund - Institutional Class	$1,010,910	55,593	$18.18
First Investors Total Return Fund - Institutional Class	$33,082,429	1,812,983	$18.25
Delaware Total Return Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Total Return Fund - R6 Class	$33,082,429	1,812,983	$18.25
First Investors Total Return Fund – All Classes	$862,915,302	47,696,219
Delaware Total Return Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Total Return Fund – All Classes	$862,915,302	47,696,219

71

First Investors Floating Rate Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Floating Rate Fund - Class A	$70,501,793	7,389,605	$9.54
Delaware Floating Rate II Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Floating Rate II Fund - Class A	$70,501,793	7,389,605	$9.54
First Investors Floating Rate Fund - Advisor Class	$159,109,125	16,665,564	$9.55
Delaware Floating Rate II Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Floating Rate II Fund - Institutional Class	$159,109,125	16,665,564	$9.55
First Investors Floating Rate Fund - Institutional Class	$26,471,801	2,774,526	$9.54
Delaware Floating Rate II Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Floating Rate II Fund - R6 Class	$26,471,801	2,774,526	$9.54
First Investors Floating Rate Fund  – All Classes	$256,082,719	26,829,695
Delaware Floating Rate II Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Floating Rate II Fund – All Classes	$256,082,719	26,829,695

72

First Investors Fund For Income	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Fund For Income - Class A	$505,329,471	208,158,890	$2.43
Delaware Fund For Income  - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Fund For Income  - Class A	$505,329,471	208,158,890	$2.43
First Investors Fund For Income - Advisor Class	$80,263,864	33,084,205	$2.43
Delaware Fund For Income - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Fund For Income - Institutional Class	$80,263,864	33,084,205	$2.43
First Investors Fund For Income - Institutional Class	$36,666,427	15,028,711	$2.44
Delaware Fund For Income - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Fund For Income - R6 Class	$36,666,427	15,028,711	$2.44
First Investors Fund For Income – All Classes	$622,259,762	256,271,806
Delaware Fund For Income – All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Fund For Income – All Classes	$622,259,762	256,271,806

73

First Investors Government Cash Management Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Government Cash Management Fund - Class A	$177,585,610	177,585,610	$1.00
Delaware Government Cash Management Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Government Cash Management  Fund - Class A	$177,585,610	177,585,610	$1.00
First Investors Government Cash Management  Fund - Institutional Class	$1,019	1,019	$1.00
Delaware Government Cash Management  Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Government Cash Management Fund - R6 Class	$1,019	1,019	$1.00
First Investors Government Cash Management  Fund – All Classes	$177,586,629	177,586,629
Delaware Government Cash Management  Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Government Cash Management  Fund– All Classes	$177,586,629	177,586,629

74

First Investors International Opportunities Bond Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors International Opportunities Bond Fund - Class A	$49,290,939	5,730,554	$8.60
Delaware International Opportunities Bond Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware International Opportunities Bond Fund - Class A	$49,290,939	5,730,554	$8.60
First Investors International Opportunities Bond  Fund - Advisor Class	$89,838,716	10,331,944	$8.70
Delaware International Opportunities Bond  Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware International Opportunities Bond  Fund - Institutional Class	$89,838,716	10,331,944	$8.70
First Investors International Opportunities Bond  Fund - Institutional Class	$18,835,573	2,143,609	$8.79
Delaware International Opportunities Bond  Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware International Opportunities Bond Fund - R6 Class	$18,835,573	2,143,609	$8.79
First Investors International Opportunities Bond Fund – All Classes	$157,965,228	18,206,107
Delaware International Opportunities Bond  Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware International Opportunities Bond Fund– All Classes	$157,965,228	18,206,107

75

First Investors Investment Grade Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Investment Grade Fund - Class A	$387,909,177	41,153,496	$9.43
Delaware Investment Grade Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Investment Grade Fund - Class A	$387,909,177	41,153,496	$9.43
First Investors Investment Grade Fund - Advisor Class	$197,001,583	20,773,405	$9.48
Delaware Investment Grade Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Investment Grade Fund - Institutional Class	$197,001,583	20,773,405	$9.48
First Investors Investment Grade Fund - Institutional Class	$20,327,133	2,150,201	$9.45
Delaware Investment Grade Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Investment Grade Fund - R6 Class	$20,327,133	2,150,201	$9.45
First Investors Investment Grade Fund – All Classes	$605,237,893	64,077,102
Delaware Investment Grade Fund – All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Investment Grade Fund– All Classes	$605,237,893	64,077,102

76

First Investors Limited Duration Bond Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Limited Duration Bond Fund - Class A	$241,719,729	26,168,419	$9.24
Delaware  Limited Duration Bond Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware  Limited Duration Bond Fund - Class A	$241,719,729	26,168,419	$9.24
First Investors  Limited Duration Bond Fund - Advisor Class	$49,032,171	5,293,759	$9.26
Delaware  Limited Duration Bond Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware  Limited Duration Bond Fund - Institutional Class	$49,032,171	5,293,759	$9.26
First Investors  Limited Duration Bond Fund - Institutional Class	$37,562,648	4,048,640	$9.28
Delaware  Limited Duration Bond Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware  Limited Duration Bond Fund - R6 Class	$37,562,648	4,048,640	$9.28
First Investors  Limited Duration Bond Fund – All Classes	$328,314,548	35,510,818
Delaware  Limited Duration Bond Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware  Limited Duration Bond Fund – All Classes	$328,314,548	35,510,818

77

First Investors Strategic Income Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Strategic Income Fund - Class A	$147,501,023	16,047,047	$9.19
Delaware Strategic Income II Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Strategic Income II Fund - Class A	$147,501,023	16,047,047	$9.19
First Investors Strategic Income Fund - Advisor Class	$830,284	90,455	$9.18
Delaware Strategic Income II Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Strategic Income II Fund - Institutional Class	$830,284	90,455	$9.18
First Investors Strategic Income Fund – All Classes	$148,331,307	16,137,502
Delaware Strategic Income II Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Strategic Income II Fund– All Classes	$148,331,307	16,137,502

78

First Investors Tax Exempt Income Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Tax Exempt Income Fund - Class A	$577,752,594	63,472,780	$9.10
Delaware Tax Exempt Income Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Tax Exempt Income Fund - Class A	$577,752,594	63,472,780	$9.10
First Investors Tax Exempt Income Fund - Advisor Class	$62,831,157	6,900,559	$9.11
Delaware Tax Exempt Income Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Tax Exempt Income Fund - Institutional Class	$62,831,157	6,900,559	$9.11
First Investors Tax Exempt Income Fund – Institutional Class	$3,777,203	416,170	$9.08
Delaware Tax Exempt Income Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Tax Exempt Income Fund - R6 Class	$3,777,203	416,170	$9.08
First Investors Tax Exempt Income Fund – All Classes	$644,360,954	70,789,509
Delaware Tax Exempt Income Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Tax Exempt Income Fund– All Classes	$644,360,954	70,789,509

79

First Investors Tax Exempt Opportunities Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Tax Exempt Opportunities Fund - Class A	$423,772,560	26,498,401	$15.99
Delaware Tax Exempt Opportunities Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Tax Exempt Opportunities Fund - Class A	$423,772,560	26,498,401	$15.99
First Investors Tax Exempt Opportunities Fund - Advisor Class	$21,317,391	1,330,756	$16.02
Delaware Tax Exempt Opportunities Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Tax Exempt Opportunities Fund - Institutional Class	$21,317,391	1,330,756	$16.02
First Investors Tax Exempt Opportunities Fund – Institutional Class	$7,555,446	472,943	$15.98
Delaware Tax Exempt Opportunities Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Tax Exempt Opportunities Fund - R6 Class	$7,555,446	472,943	$15.98
First Investors Tax Exempt Opportunities Fund – All Classes	$452,645,397	28,302,100
Delaware Tax Exempt Opportunities Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Tax Exempt Opportunities Fund– All Classes	$452,645,397	28,302,100

80

First Investors California Tax Exempt Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors California Tax Exempt Fund - Class A	$48,853,033	3,981,152	$12.27
Delaware Tax Free California II Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Tax Free California II Fund - Class A	$48,853,033	3,981,152	$12.27
First Investors California Tax Exempt Fund - Advisor Class	$7,446,845	608,152	$12.25
Delaware Tax Free California II Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Tax Free California II Fund - Institutional Class	$7,446,845	608,152	$12.25
First Investors California Tax Exempt Fund – Institutional Class	$6,512	532	$12.25
Delaware Tax Free California II Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Tax Free California II Fund - R6 Class	$6,512	532	$12.25
First Investors California Tax Exempt Fund – All Classes	$56,306,390	4,589,836
Delaware Tax Free California II Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Tax Free California II Fund– All Classes	$56,306,390	4,589,836

81

First Investors New Jersey Tax Exempt Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors New Jersey Tax Exempt Fund - Class A	$43,894,988	3,540,745	$12.40
Delaware Tax-Free New Jersey Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Tax Free New Jersey Fund - Class A	$43,894,988	3,540,745	$12.40
First Investors New Jersey Tax Exempt Fund - Advisor Class	$3,251,497	262,632	$12.38
Delaware Tax-Free New Jersey Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Tax-Free New Jersey Fund - Institutional Class	$3,251,497	262,632	$12.38
First Investors New Jersey Tax Exempt Fund – Institutional Class	$6,506	526	$12.36
Delaware Tax-Free New Jersey Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Tax-Free New Jersey Fund - R6 Class	$6,506	526	$12.36
First Investors New Jersey Tax Exempt Fund – All Classes	$47,152,991	3,803,903
Delaware Tax Fee New Jersey Fund– All Classes
Pro Forma Adjustments to Capitalization– All Classes	$0	0
Delaware Tax-Free New Jersey Fund– All Classes	$47,152,991	3,803,903

82

First Investors New York Tax Exempt Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors New York Tax Exempt Fund - Class A	$148,450,816	10,818,139	$13.72
Delaware Tax-Free New York II Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Tax Free New York II Fund - Class A	$148,450,816	10,818,139	$13.72
First Investors New York Tax Exempt Fund - Advisor Class	$11,139,582	811,200	$13.73
Delaware Tax-Free New York II Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Tax-Free New York II Fund - Institutional Class	$11,139,582	811,200	$13.73
First Investors New York Tax Exempt Fund – Institutional Class	$6,420	467	$13.74
Delaware Tax-Free New York Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Tax-Free New York II Fund - R6 Class	$6,420	467	$13.74
First Investors New York Tax Exempt Fund – All Classes	$159,596,818	11,629,806
Delaware Tax-Free New York II Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Tax-Free New York II Fund– All Classes	$159,596,818	11,629,806

83

First Investors Oregon Tax Exempt Fund	Net Assets	Shares	Net Asset Value
		Outstanding	Per Share
First Investors Oregon Tax Exempt Fund - Class A	$48,527,094	3,729,223	$13.01
Delaware Tax-Free Oregon Fund - Class A
Pro Forma Adjustments to Capitalization
Pro forma Combined Delaware Tax-Free Oregon Fund - Class A	$48,527,094	3,729,223	$13.01
First Investors Oregon Tax Exempt Fund - Advisor Class	$4,604,747	354,469	$12.99
Delaware Tax-Free Oregon Fund - Institutional Class
Pro Forma Adjustments to Capitalization
Delaware Tax-Free Oregon Fund - Institutional Class	$4,604,747	354,469	$12.99
First Investors Oregon Tax Exempt Fund - Class A	$6,410	494	$12.98
Delaware Tax-Free Oregon Fund - R6 Class
Pro Forma Adjustments to Capitalization
Delaware Tax-Free Oregon Fund - R6 Class	$6,410	494	$12.98
First Investors Oregon Tax Exempt Fund – All Classes	$53,138,251	4,084,186
Delaware Tax Free Oregon Fund – All Classes
Pro Forma Adjustments to Capitalization – All Classes	$0	0
Delaware Tax Free Oregon Fund – All Classes	$53,138,251	4,084,186

84

OWNERSHIP OF SHARES

Security Ownership of Large Shareholders

A list of the name, address and percent ownership of each person who, as of May 31, 2019, to the knowledge of each First Investors Fund, owned 5% or more of the outstanding shares of a class of such First Investors Fund can be found at Exhibit H.

Each Acquiring Fund is a newly organized shell fund created to acquire the assets and assume the liabilities of the corresponding First Investors Fund and, as of the date of this Joint Proxy Statement/Prospectus, each Acquiring Fund does not have any shareholders.

Security Ownership of Management and Trustees

Information regarding the ownership of shares of the First Investors Funds by the Board of Trustees and executive officers of the First Investors Funds can be found at Exhibit H.

DISSENTERS’ RIGHTS

If the Agreement is approved at the Meeting with respect to a First Investors Fund, First Investors Fund shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supersedes state law.  Shareholders of the First Investors Funds, however, have the right to redeem their shares at net asset value subject to applicable CDSCs and/or redemption fees (if any) until the Closing Date of the Reorganizations. After the Reorganizations, First Investors Fund shareholders will hold shares of the Acquiring Funds, which may also be redeemed at net asset value subject to applicable CDSCs and/or redemption fees (if any).

SHAREHOLDER PROPOSALS

The First Investors Funds are not required to, and do not, hold annual shareholder meetings. Nonetheless, the First Investors Board may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the First Investors Funds’ governing instruments.  A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of a First Investors Fund hereafter called should send the proposal to the First Investors Fund at the First Investors Fund’s principal offices so that it is received within a reasonable time before the proxy materials are printed and mailed. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws.  If the proposed Agreement is approved and the corresponding Reorganization completed for a First Investors Fund, shareholders of such First Investors Fund will become shareholders of the corresponding Acquiring Fund and, thereafter, will be subject to the notice requirements of the Acquiring Fund.  The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at the Meeting.  For a shareholder proposal to be considered at a shareholder meeting, it must be a proper matter for consideration under applicable law.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES

If a shareholder wishes to send a communication to the Board of Trustees of a First Investors Trust, or to a specified Trustee, the communication should be submitted in writing to the Secretary of the First Investors Funds at 40 Wall Street, New York, NY 10005, who will forward such communication as appropriate.

“HOUSEHOLDING”

It is the policy of the First Investors Funds to mail only one copy of this Joint Proxy Statement/Prospectus to all shareholders who share a single address and share the same last name, unless the Fund has received instructions to the contrary. If you would like to obtain an additional copy of this Joint Proxy Statement/Prospectus or a copy of the First Investors Fund’s most recent annual or semi-annual report to shareholders, free of charge, write to the Secretary of the First Investors Funds, 40 Wall Street, New York, NY 10005.  If you received a Proxy

85

Statement/Prospectus for each shareholder at your address and would like to receive a single copy in the future, please contact the Secretary as instructed above.

INFORMATION FILED WITH THE SECURITIESAND EXCHANGE COMMISSION

This Joint Proxy Statement/Prospectus and the related SAI do not contain all the information set forth in the registration statements and the exhibits relating thereto filed by the Funds and, with respect to the First Investors Funds only, annual and semiannual reports filed by such First Investors Funds, as such documents have been filed with the SEC pursuant to the requirements of the Securities Act and the 1940 Act, to which reference is hereby made.  The SEC file number of the registrant of each First Investors Fund’s registration statement, which contains the First Investors Fund’s prospectus and related SAI, is set forth on Exhibit A.  Such First Investors Fund prospectuses are incorporated herein by reference.  The SEC file number of the registrant of each Acquiring Fund’s registration statement, which contains the Acquiring Fund’s prospectus and related SAIs, is set forth on Exhibit A.

Each Acquiring Fund and each First Investors Fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, each Acquiring Fund files reports and other information with the SEC.  Reports, proxy material, registration statements and other information filed (including the Registration Statement relating to the Acquiring Funds on Form N-14 of which this Joint Proxy Statement/Prospectus is a part) may be inspected without charge and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, DC 20549-2736, and at the following regional offices of the SEC:  Atlanta – 3475 Lenox Road, NE., Suite 1000, Atlanta, GA 30326; Boston – 33 Arch Street, 23rd Floor, Boston, MA 02110; Chicago – 175 West Jackson Blvd., Suite 900, Chicago, IL 60604; Denver – 1801 California Street, Suite 1500, Denver, CO 80202; Fort Worth – Burnett Plaza, Suite 1900, 801 Cherry Street, Unit #18, Fort Worth, TX 76102; Los Angeles – 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036; Miami – 801 Brickell Ave., Suite 1800, Miami, FL 33131; New York – 3 World Financial Center, Suite 400, New York, NY 10281; Philadelphia – 701 Market Street, Suite 2000, Philadelphia, PA 19106; Salt Lake City – 15 W. South Temple Street, Suite 1800, Salt Lake City, UT 84101; and San Francisco – 44 Montgomery Street, Suite 2800, San Francisco, CA 94104.  Copies of such material may also be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549-2736, at the prescribed rates.  The SEC maintains a website at www.sec.gov that contains information regarding the Acquiring Funds and other registrants that file electronically with the SEC.

86

EXHIBIT A

FIRST INVESTORS FUNDS AND CLASSES AND CORRESPONDING ACQUIRING FUNDS AND CLASSES

PROPOSED REORGANIZATIONS
FIRST INVESTORS FUND	ACQUIRING FUND
First Investors Covered Call Strategy Fund	Delaware Covered Call Strategy Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Equity Income Fund	Delaware Equity Income Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Global Fund	Delaware Global Equity Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Growth & Income Fund	Delaware Growth and Income Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Hedged U.S. Equity Opportunities Fund	Delaware Hedged U.S. Equity Opportunities Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Opportunity Fund	Delaware Opportunity Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors International Fund	Delaware International Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Premium Income Fund	Delaware Premium Income Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Select Growth Fund	Delaware Growth Equity Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Special Situations Fund	Delaware Special Situations Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Total Return Fund	Delaware Total Return Fund
Class A	Class A

A-1

PROPOSED REORGANIZATIONS
FIRST INVESTORS FUND	ACQUIRING FUND
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Floating Rate Fund	Delaware Floating Rate II Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Fund For Income	Delaware Fund for Income
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Government Cash Management Fund	Delaware Government Cash Management Fund
Class A	Class A
Institutional Class	Class R6
First Investors International Opportunities Bond Fund	Delaware International Opportunities Bond Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Investment Grade Fund	Delaware Investment Grade Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Limited Duration Bond Fund	Delaware Limited Duration Bond Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Strategic Income Fund	Delaware Strategic Income II Fund
Class A	Class A
Advisor Class	Institutional Class
First Investors Tax Exempt Income Fund	Delaware Tax-Exempt Income Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Tax Exempt Opportunities Fund	Delaware Tax-Exempt Opportunities Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors California Tax Exempt Fund	Delaware Tax-Free California II Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors New Jersey Tax Exempt Fund	Delaware Tax-Free New Jersey Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6

A-2

PROPOSED REORGANIZATIONS
FIRST INVESTORS FUND	ACQUIRING FUND
First Investors New York Tax Exempt Fund	Delaware Tax-Free New York II Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6
First Investors Oregon Tax Exempt Fund	Delaware Tax-Free Oregon Fund
Class A	Class A
Advisor Class	Institutional Class
Institutional Class	Class R6

A-3

EXHIBIT B

PROSPECTUSES INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS

FIRST INVESTORS TRUST/FUND	SEC FILE NUMBER	ACQUIRING TRUST/FUND	SEC FILE NUMBER
First Investors Equity Funds	033-46924	Delaware Group Equity Funds IV	033-00442
First Investors Covered Call Strategy Fund		Delaware Covered Call Strategy Fund
First Investors Equity Income Fund		Delaware Equity Income Fund
First Investors Global Fund		Delaware Global Equity Fund
First Investors Growth & Income Fund		Delaware Growth and Income Fund
First Investors Hedged U.S. Equity Opportunities Fund		Delaware Hedged U.S. Equity Opportunities Fund
First Investors Opportunity Fund		Delaware Opportunity Fund
First Investors International Fund		Delaware International Fund
First Investors Premium Income Fund		Delaware Premium Income Fund
First Investors Select Growth Fund		Delaware Growth Equity Fund
First Investors Special Situations Fund		Delaware Special Situations Fund
First Investors Total Return Fund		Delaware Total Return Fund
First Investors Income Funds	002-89287	Delaware Group Equity Funds IV	033-00442
First Investors Floating Rate Fund		Delaware Floating Rate II Fund
First Investors Fund For Income		Delaware Fund for Income
First Investors Government Cash Management Fund		Delaware Government Cash Management Fund
First Investors International Opportunities Bond Fund		Delaware International Opportunities Bond Fund
First Investors Investment Grade Fund		Delaware Investment Grade Fund
First Investors Limited Duration Bond Fund		Delaware Limited Duration Bond Fund
First Investors Strategic Income Fund		Delaware Strategic Income II Fund
First Investors Tax Exempt Funds	002-82572	Delaware Group Limited-Term Government Funds	002-75526
First Investors Tax Exempt Income Fund		Delaware Tax-Exempt Income Fund
First Investors Tax Exempt Opportunities Fund		Delaware Tax-Exempt Opportunities Fund
First Investors California Tax Exempt Fund		Delaware Tax-Free California II Fund

B-1

FIRST INVESTORS TRUST/FUND	SEC FILE NUMBER	ACQUIRING TRUST/FUND	SEC FILE NUMBER
First Investors New Jersey Tax Exempt Fund		Delaware Tax-Free New Jersey Fund
First Investors New York Tax Exempt Fund		Delaware Tax-Free New York II Fund
First Investors Oregon Tax Exempt Fund		Delaware Tax-Free Oregon Fund

B-2

EXHIBIT C

COMPARISON OF FUNDAMENTAL INVESTMENT RESTRICTIONS

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
First Investors Covered Call Strategy Fund/Delaware Covered Call Strategy Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell	1. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 6. Make personal loans or loans of its assets to persons who control or are	None

C-1

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Equity Income Fund/Delaware Equity Income Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its	None

C-2

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Global Fund/Delaware Global Equity Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act,	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily	Acquiring Fund is nondiversified and will concentrate in the consumer staples sector.

C-3

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities.	engaged in the same industry, except that the Fund shall concentrate its investments in the consumer staples sector, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund is a “nondiversified” fund as defined by the 1940 Act. A nondiversified portfolio is believed to be subject to greater risk because adverse effects on an investment held

C-4

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	by the Fund may affect a larger portion of its overall assets and subject it to greater risks and volatility.
First Investors Growth & Income Fund/Delaware Growth and Income Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This	None

C-5

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Hedged U.S. Equity Opportunities Fund/Delaware Hedged U.S. Equity Opportunities Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets	1. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell commodities or commodity contracts unless acquired as	None

C-6

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors International Fund/Delaware International Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, except that the Fund shall concentrate its investments in the consumer staples sector, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any	Acquiring Fund is nondiversified and will concentrate in the consumer staples sector.

C-7

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund is a “nondiversified” fund as defined by the 1940 Act. A nondiversified portfolio is believed to be subject to greater risk because adverse effects on an investment held by the Fund may affect a larger portion of its overall assets and subject it to greater risks and volatility.
First Investors Opportunity	1. Borrow money, except to the extent permitted by the 1940 Act, the	1. Make investments that will result in the concentration (as that term may be	None

C-8

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
Fund/Delaware Opportunity Fund	rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and	defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment

C-9

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Premium Income Fund/Delaware Premium Income Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments	1. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and	None

C-10

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Select Growth Fund/Delaware Growth Equity Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless	None

C-11

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Special Situations Fund/Delaware Special Situations Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations.	None

C-12

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the	2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.

C-13

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	disposition of restricted securities or in connection with investments in other investment companies.
First Investors Total Return Fund/Delaware Total Return Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans,	None

C-14

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Floating Rate Fund/Delaware Floating Rate II Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a)	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving	None

C-15

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Fund For Income/Delaware Fund for Income	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b)	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”).	None

C-16

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Government Cash Management Fund/Delaware Government Cash Management Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry or group of industries; provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its	None

C-17

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of	agencies or instrumentalities, or in bank instruments. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in

C-18

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies. The Government Cash Management Fund may not purchase the securities of any issuer, if as a result, the Fund would not comply with any applicable diversification requirements for a money market fund under the 1940 Act and the rules thereunder, as such may be amended from time to time.	securities issued by a minimum of 16 issuers.
First Investors International Opportunities Bond Fund/Delaware International Opportunities Bond Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its	None

C-19

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies. Note: The International Opportunities Bond Fund is non-diversified and thus, does not have an investment restriction on diversification.	assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Investment Grade Fund/Delaware Investment Grade Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”).	None

C-20

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Limited Duration Bond Fund/Delaware Limited Duration Bond Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S.	None

C-21

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a	government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in

C-22

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	securities issued by a minimum of 16 issuers.
First Investors Strategic Income Fund/Delaware Strategic Income II Fund	1. Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3. Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding investment companies). 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit each Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into	None

C-23

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Tax Exempt Income Fund/Delaware Tax-Exempt Income Fund	1.  Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3.  Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business	1. The Fund shall not make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. The Fund shall not borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. The Fund shall not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. The Fund shall not purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that	None

C-24

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	are secured by real estate or interests therein. 5. The Fund shall not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. The Fund shall not make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the Fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Tax Exempt Opportunities Fund/Delaware Tax-Exempt Opportunities Fund	1.  Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3.  Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or	1. The Fund shall not make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. The Fund shall not borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. The Fund shall not underwrite the securities of other issuers, except that	None

C-25

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. The Fund shall not purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. The Fund shall not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. The Fund shall not make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the Fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors California Tax Exempt Fund/Delaware Tax–Free California II Fund	1.  Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act,	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily	None

C-26

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	the rules and regulations thereunder and any applicable exemptive relief. 3.  Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities.	engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the

C-27

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	Fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors New Jersey Tax Exempt Fund/Delaware Tax–Free New Jersey Fund	1.  Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3.  Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This	None

C-28

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the Fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors New York Tax Exempt Fund/Delaware Tax–Free New York II Fund	1.  Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3.  Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate	None

C-29

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the Fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.
First Investors Oregon Tax Exempt Fund/Delaware Tax–Free Oregon Fund	1.  Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.  Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 3.  Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 4. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or	1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt obligations. 2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. 3. Underwrite the securities of other issuers, except that the Fund may	None

C-30

Fund Names	Fundamental Investment Restrictions for First Investors Fund [The Fund may not:]	Fundamental Investment Restrictions for Acquiring Fund [The Fund/Series shall not:]	Material Differences
	guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. 5. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. 6. Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. 7. Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. 8. Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investments in other investment companies.	engage in transactions involving the acquisition, disposition, or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). 4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. 5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. 6. Make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. The Fund’s portfolio of assets is diversified as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires a “diversified” fund, with respect to 75% of the value of its total assets, to invest (1) no more than 5% of the value of the Fund’s total assets in the securities of any one issuer and (2) in no more than 10% of the outstanding voting securities of such issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.

C-31

Additional Information Regarding the First Investors Income Funds’ and First Investors Equity Funds’ Investment Policies

With respect to the fundamental policy relating to borrowing money set forth in (1) above, the 1940 Act permits a fund to borrow money in amounts of up to one-third of the fund’s total assets, at the time of borrowing, from banks and other institutions for any purpose (a fund’s total assets include the amounts being borrowed.).  To limit the risks attendant to borrowing, the 1940 Act requires a fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings, not including borrowings for temporary purposes in an amount not exceeding 5% of the value of the fund’s total assets.  Asset coverage means the ratio that the value of the fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings.

With respect to the fundamental policy relating to issuing senior securities set forth in (2) above, “senior securities” are defined as fund obligations that have a priority over a fund’s shares with respect to the payment of dividends or the distribution of fund assets.  The 1940 Act prohibits a fund from issuing any class of senior securities or selling any senior securities of which it is the issuer, except that the fund is permitted to borrow from a bank so long as, immediately after such borrowings, there is an asset coverage of at least 300% for all borrowings of the fund (not including borrowings for temporary purposes in an amount not exceeding 5% of the value of the fund’s total assets).  In the event that such asset coverage falls below this percentage, the fund is required to reduce the amount of its borrowings within three days (not including Sundays and holidays) so that the asset coverage is restored to at least 300%.  The policy in (2) above will be interpreted not to prevent collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial or variation margin.

With respect to the fundamental policy relating to making loans set forth in (3) above, the 1940 Act does not prohibit a fund from making loans; however, SEC staff interpretations currently limit fund loans of securities by prohibiting funds from lending securities with an aggregate value of more than one-third of a Fund’s total assets.

Non-Fundamental Policies:

The Funds listed below have adopted the following non-fundamental investment restrictions, which may be changed without shareholder approval:

(1)          The Investment Grade Fund, Fund For Income and Total Return Fund may invest in credit-linked securities, provided that no more than 10% of each Fund’s net assets are invested in credit-linked securities.

(2)          The Investment Grade Fund and Total Return Fund will not invest more than 20% of its net assets in derivatives in the aggregate. For purposes of calculating this 20% limitation, each Fund will use the market value of a derivative instrument.

Additional Information Regarding the First Investors Tax Exempt Funds’ Investment Policies

The Tax Exempt Income Fund and Tax Exempt Opportunities Fund, under normal circumstances, will each invest at least 80% of its net assets in municipal bonds and other municipal securities that pay interest that is exempt from federal income tax and is not a tax preference item for purposes of the federal alternative minimum tax.

Each of the California Tax Exempt Fund, New Jersey Tax Exempt Fund, New York Tax Exempt Fund and Oregon Tax Exempt Fund, under normal circumstances, will invest at least 80% of its net assets in municipal bonds and other municipal securities that pay interest that is exempt from both federal income tax and is not a tax preference item for purposes of the federal alternative minimum tax, and any applicable state income tax for individual residents of the state listed in the name of the single state Fund.

C-32

With respect to the fundamental policy relating to borrowing money set forth in (1) above, the 1940 Act permits a fund to borrow money in amounts of up to one-third of the fund’s total assets, at the time of borrowing, from banks and other institutions for any purpose (a fund’s total assets include the amounts being borrowed).  To limit the risks attendant to borrowing, the 1940 Act requires a fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings, not including borrowings for temporary purposes in an amount not exceeding 5% of the value of the fund’s total assets.  Asset coverage means the ratio that the value of the fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings.

With respect to the fundamental policy relating to issuing senior securities set forth in (2) above, “senior securities” are defined as fund obligations that have a priority over a fund’s shares with respect to the payment of dividends or the distribution of fund assets.  The 1940 Act prohibits a fund from issuing any class of senior securities or selling any senior securities of which it is the issuer, except that the fund is permitted to borrow from a bank so long as, immediately after such borrowings, there is an asset coverage of at least 300% for all borrowings of the fund (not including borrowings for temporary purposes in an amount not exceeding 5% of the value of the fund’s total assets).  In the event that such asset coverage falls below this percentage, the fund is required to reduce the amount of its borrowings within three days (not including Sundays and holidays) so that the asset coverage is restored to at least 300%.  The policy in (2) above will be interpreted not to prevent collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial or variation margin.

With respect to the fundamental policy relating to making loans set forth in (3) above, the 1940 Act does not prohibit a fund from making loans; however, SEC staff interpretations currently limit fund loans of securities by prohibiting funds from lending securities with an aggregate value of more than one-third of a fund’s total assets.

Non-Fundamental Policies:

Each Fund has adopted the following non-fundamental investment restrictions, which may be changed without shareholder approval:

(1)Each Fund will not invest more than 20% of its net assets in derivatives in the aggregate.  For purposes of calculating this 20% limitation, each Fund will use the market value of a derivative instrument.

(2)Each Fund will not invest more than 10% of its net assets in inverse floaters.

C-33

EXHIBIT D

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES AND RISKS

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
First Investors Covered Call Strategy Fund / Delaware Covered Call Strategy Fund	The Fund invests in a portfolio of equity securities and writes (sells) call options on those securities. Under normal circumstances, the Fund writes (sells) call options on at least 80% of the Fund’s total assets (80% policy). The Fund normally writes (sells) covered call options listed on U.S.US exchanges on the equity securities held by the Fund to seek to lower the overall volatility of the Fund’s portfolio, protect the Fund from market declines and generate income. The call options written (sold) by the Fund will generally have an exercise price that is above the market price of the underlying security at the time the option is written (sold). The Fund’s equity investments consist primarily of common stocks of large-size U.S.US companies, certain of which may pay dividends, and U.S.US dollar-denominated equity securities of foreign issuers (i.e., American Depositary Receipts (“ADRs”)), traded on U.S.US securities exchanges. To a lesser extent, the Fund may also invest in and write (sell) covered call options on securities of mid- and small-capitalization issuers and exchange-traded funds (“ETFs”) that track certain market indices, such as the S&P 500. The nature of the	The Fund invests in a portfolio of equity securities and writes (sells) call options on those securities. Under normal circumstances, the Fund writes (sells) call options on at least 80% of the Fund’s total assets (80% policy). The 80% policy is non-fundamental and may be changed without shareholder approval, but the Fund will provide shareholders with at least 60 days’ notice before changing this 80% policy. The Fund normally writes (sells) covered call options listed on U.S.US exchanges on the equity securities held by the Fund to seek to lower the overall volatility of the Fund’s portfolio, protect the Fund from market declines and generate income. Call options written (sold) by the Fund generally have an exercise price above the market price of the underlying security at the time the option is written (sold). The Fund’s equity investments consist primarily of common stocks of large-size U.S.US companies, certain of which may pay dividends, and U.S.US dollar-denominated equity securities of foreign issuers (i.e., American Depositary Receipts (“ADRs”)), traded on a U.S.US securities exchange. ADRs are receipts typically issued in connection with a U.S.US or foreign bank or trust company which evidence ownership of underlying securities issued by a non-U.S.non-US company. To a lesser extent, the	None.

D-1

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	Fund is such that it may be expected to underperform equity markets during periods of sharply rising equity prices; conversely, the Fund seeks to reduce losses relative to equity markets during periods of declining equity prices. A call option gives the purchaser of the option the right to buy, and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the contract, regardless of the market price of the underlying security during the option period. Covered call options may be sold up to the number of shares of the equity securities held by the Fund. In selecting investments, Ziegler Capital Management, LLC (ZCM), the Fund’s subadvisersub-advisor, considers the following, among other criteria: a) companies in an industry with a large market share or significant revenues that fit the Fund’s investment strategy; b) companies with new products or new management to replace under-performing management; c) recent or anticipated fundamental improvements in industry environment; and d) companies that are out of favor. Call options written by the Fund are designed to create income, lower the overall volatility of the Fund’s	Fund may also invest in and write (sell) covered call options on securities of mid- and small-capitalization issuers and exchange-traded funds (“ETFs”) that track certain market indices, such as the S&P 500. The nature of the Fund is such that it may be expected to underperform equity markets during periods of sharply rising equity prices; conversely, the Fund seeks to reduce losses relative to equity markets during periods of declining equity prices. A call option gives the purchaser of the option the right to buy, and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the contract, regardless of the market price of the underlying security during the option period. Covered call options may be sold up to the number of shares of the equity securities held by the Fund. The premium paid to the writer is consideration for undertaking the obligations under the option contract. The writer of a covered call option forgoes all or a portion of the potential profit from an increase in the market price of the underlying security above the exercise price in exchange for the benefit of receiving the option premiums which potentially provide some protection against the loss of capital if the underlying security declines in price. The Fund receives premium income from the writing of options. In making investment decisions, the Fund’s subadvisersub-advisor

D-2

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	portfolio and mitigate the impact of market declines. The Fund’s subadviserZCM considers several factors when writing (selling) call options, including the overall equity market outlook, sector and/or industry attractiveness, individual security considerations, and relative and/or historical levels of option premiums. The Fund may sell a security based on the following, among other criteria: a) an actual or anticipated significant decline in an issuer’s profitability and/or a significant negative outlook from management; b) a large appreciation in the stock price that leads to overvaluation relative to itself and its peers historically; c) significant management turnover at the senior level; or d) an industry-wide decrease in demand for an issuer’s products or services. The subadviserZCM writes call options based upon the subadviser’sits outlook on the economy and stock market and analysis of individual stocks, which can impact the exercise price and expiration of a call option. Generally, higher implied volatility will lead to longer expirations, locking in potentially higher call premiums, whereas lower implied volatility will tend to lead to shorter-dated options. The writing of covered call options may result in frequent trading and a high portfolio	reviews a variety of factors, including economic data, Federal Reserve policy, fiscal policy, inflation and interest rates, commodity pricing, sector, industry and security issues, regulatory factors and street research to appraise economic and market cycles. In selecting investments, the Fund’s subadvisersub-advisor considers the following, among other criteria:  a) companies in an industry with a large market share or significant revenues that fit the Fund’s investment strategy; b) companies with new products or new management to replace underperforming management; c) recent or anticipated fundamental improvements in industry environment; and d) companies that are out of favor. Covered call options written by the Fund are designed to create income, lower the overall volatility of the Fund’s portfolio and mitigate the impact of market declines. The Fund’s subadvisersub-advisor considers several factors when writing (selling) call options, including the overall equity market outlook, sector and/or industry attractiveness, individual security considerations, and relative and/or historical levels of option premiums. The Fund may sell a security based on the following, among other criteria: a) an actual or anticipated significant decline in the issuer’s profitability such as through the loss of an exclusive patent or a

D-3

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	turnover rate. Additionally, from time to time, in pursuing its investment strategies, the Fund may hold significant investments (25% or more of its assets) in a specific market sector, including the information technology sector.	strong competitor entering the market and/or a significant negative outlook from management; b) a large appreciation in the stock price leads to overvaluation relative to itself and its peers historically; c) significant management turnover at the senior level; or d) an actual or expected decline in demand for the issuer’s products or services. The subadvisersub-advisor writes call options based upon the subadviser’ssub-advisor’s outlook on the economy and stock market and analysis of individual stocks, which can impact the exercise price and expiration of a call option. Generally, higher implied volatility will lead to longer expirations, locking in the potentially higher call premiums, whereas lower implied volatility will tend to lead to shorter dated options. The writing of covered call options may result in frequent trading and a high portfolio turnover rate. Additionally, from time to time, in pursuing its investment strategies, the Fund may hold significant investments (25% or more of its assets) in a specific market sector, including the information technology sector. The Fund reserves the right to take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. If it does so, it may not achieve its investment objective. The Fund may also choose not to take defensive positions.

D-4

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
		Information about the Fund’s holdings can be found in the most recent annual report, and information concerning the Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (see back cover). The Statement of Additional Information also describes non-principal investment strategies that the Fund may use, including investing in other types of investments that are not described in this prospectus.
First Investors Equity Income Fund / Delaware Equity Income Fund	The Fund invests, under normal circumstances, primarily in dividend-paying stocks of companies that the Fund believes are undervalued in the market relative to their long term potential. Under normal circumstances, the Fund will invest at least 80% of its net assets (including any borrowings for investment purposes) in equities (80% policy). For purposes of this 80% policy, equities may include common stock, preferred stock, equity-based exchange-traded funds (ETFs) and instruments that are convertible into common stock, or other instruments that represent an equity position in an issuer. The Fund normally will diversify its assets among dividend-paying stocks of large-, mid- and small-size companies. The Fund may also invest in stocks of	The Fund invests, under normal circumstances, primarily in dividend-paying stocks of companies that the Fund believes are undervalued in the market relative to their long term potential.  The Fund may also invest in stocks of companies of any size that do not pay dividends, but have the potential of paying dividends in the future if they appear to be undervalued. The Fund may also write (sell) covered call options on securities it holds in order to generate income.  A call option gives the purchaser of the option the right to buy, and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the contract, regardless of the market price of the underlying security during the option period.	The Acquiring Fund’s investment strategy is to invest in companies that the Fund believes are undervalued, but not necessarily dividend-paying stocks or stocks of companies that have the potential of paying dividends in the future. The Acquiring Fund may not write (sell) covered call options on the securities it holds in order to generate income. The Acquiring Fund is not required to diversify its assets among large-, mid- and small-size companies.

D-5

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	companies of any size that do not pay dividends, but have the potential of paying dividends in the future if they appear to be undervalued. The Fund may write (sell) covered call options on the securities it holds to generate income. A call option gives the purchaser of the option the right to buy, and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the contract, regardless of the market price of the underlying security during the option period. The Fund generally uses a "“bottom-up"” approach in attempting to identify stocks that are undervalued. This means that the Fund generally identifies potential investments through fundamental research and analysis which includes, among other things, analyzing a company'scompany’s balance sheet, cash flow statements and competition within a company'scompany’s industry. The Fund also assesses a company'scompany’s corporate strategy and whether the company is operating in the interests of shareholders, as well as analyzing economic trends, interest rates, and industry diversification. The Fund may sell a security if it becomes fully valued, its	In selecting stocks, the Fund typically begins by identifying companies that pay dividends.  The Fund then analyzes companies that appear to be undervalued. Under normal circumstances, the Fund will invest at least 80% of its net assets (including any borrowings for investment purposes) in equities (80% policy). For purposes of this 80% policy, equities may include common stock, preferred stock, equity-based exchange-traded funds (“ETFs”) and instruments that are convertible into common stock, or other instruments that represent an equity position in an issuer. The 80% policy is non-fundamental and may be changed without shareholder approval, but the Fund will provide shareholders with at least 60 days’ notice before changing this 80% policy. The Fund generally uses a “bottom-up” approach to selecting investments. This means that the Fund generally identifies potential investments through fundamental research and analysis which includes, among other things, analyzing a company’s balance sheet, cash flow statements and competition within a company’s industry. The Fund assesses whether management is implementing a reasonable corporate strategy and is operating in the interests of shareholders. Other considerations include analysis of economic trends, interest rates and industry diversification. The Fund normally will diversify
COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	fundamentals have deteriorated or alternative investment opportunities become more attractive.	its assets among dividend-paying stocks of large-, mid- and small-size companies.  Market capitalization is not an initial factor during the security selection process, but it is considered in assembling the total portfolio.. The Fund may sell a security if it becomes fully valued, its fundamentals have deteriorated or alternative investment opportunities become more attractive. The Fund reserves the right to take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. If it does so, it may not achieve its investment objective. The Fund may also choose not to take defensive positions. Information on the Fund’s holdings can be found in the most recent annual report, and information concerning the Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (see back cover). The Statement of Additional Information also describes non-principal investment strategies that the Fund may use, including investing in other types of investments that are not described in this prospectus.
First Investors Global Fund / Delaware Global	The Fund invests in a diversified portfolio of common stocks of companies	The Fund invests in a diversified portfolio of common stocks of companies that are located	The Acquiring Fund is a non-diversified fund, unlike the

D-6

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
Equity Fund	that are located throughout the world, including the United States. Although the Fund primarily invests in stocks of U.S.US and foreign companies that are considered large to medium in size (measured by market capitalization) and that are traded in larger or more established markets, it may invest a significant amount in less-developed or emerging markets. The Fund may also invest (to a lesser degree) in smaller size companies. At times the Fund may invest in forward foreign currency contracts in order to hedge against the currency exposure resulting from its investments in foreign securities, but it may choose not to for a variety of reasons, even under very volatile market conditions.rely on the country where the issuer is incorporated, is headquartered or has its principal place of business in determining the location of an issuer. Additionally, from time to time, in pursuing its investment strategies, the Fund may hold significant investments (25% or more of its assets) in a specific market sector, including the consumer staples sector. The Fund is a nondiversified fund. The investment process is bottom-up, research-driven. The aim is to produce attractive risk-adjusted long-	throughout the world. While the Fund attempts to maintain broad country diversification, under normal market conditions, it will allocate assets to at least three countries, including the United States. The Fund primarily invests in stocks of companies that are considered large to medium in size (measured by market capitalization).  The Fund may also invest (to a lesser degree) in smaller size companies when it views them as attractive alternatives to the stocks of larger or more established companies. The foreign securities that the Fund purchases are typically denominated in foreign currencies and traded in foreign securities markets.  Although the Fund primarily invests in securities that trade in larger or more established markets, it also may invest a significant amount in less-developed or emerging markets where management believes there is significant opportunity for growth of capital.  Under certain market conditions, the Fund may invest in forward foreign currency contracts in order to hedge against the currency exposure resulting from its investments in foreign securities. These investments may be significant at times.  Although the Fund has the flexibility to make use of forward foreign currency contracts it may choose not to for a variety of reasons, even under very volatile market	First Investors Fund. The investment strategy of the Acquiring Fund does not require the Fund to invest primarily in large- to medium-sized companies (measured by market capitalization) or at least three countries. The Acquiring Fund may hold significant investments (25% or more of its assets) in a specific market sector. As with the First Investors Fund, the Acquiring Fund seeks long-term capital growth through research-driven investment processes; however, the factors considered by the Acquiring Fund to choose investments to achieve this objective differ from those taken into account by the First Investors Fund.

D-7

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	term returns by investing in understandable, quality businesses with mispriced earnings power. Stock selection rests on an assessment of each company and its risk-return profile. Research is centered on understanding the nature and sustainability of how the company is creating value, including the associated risks. Businesses identified as attractive are likely to display one or more of these favorable characteristics: solid earnings power and free cash flow generation, sustainable business models and competitive advantages, ability to reinvest at rates above the cost of capital, low debt levels, flexibility to restructure inefficiencies, potential to benefit from consolidation within their industries, and ability to gain market share from competitors. In addition, these businesses will typically have identifiable triggers that unlock their underlying value within their operation, capital structure, or in the market environment itself. An estimate for long-term earnings power is derived in order to calculate the fair value of a company. To compensate for unpredictable risks, the team only invests in companies once they can be bought within an adequate safety margin.The Fund uses fundamental research and analysis to identify	conditions.. The Fund may rely on the country where the issuer is incorporated, is headquartered or has its principal place of business in determining the location of an issuer. Additionally, from time to time, in pursuing its investment strategies, the Fund may hold significant investments (25% or more of its assets) in a specific market sector, including the consumer staples sector. The Fund is a nondiversified fund. The Fund uses fundamental research and analysis to identify prospective investments.  Security selection is based on any one or more of the following characteristics: profitability; return on invested capital; relative valuation; risk/return profile; quality of assets; industry structure/dynamics; earnings growth as a result of positive changes; hidden or unappreciated value; quality of management and/or a strong business model. The investment process is bottom-up, research-driven. The aim is to produce attractive risk-adjusted long-term returns by investing in understandable, quality businesses with mispriced earnings power. Stock selection rests on an assessment of each company and its risk-return profile. Research is centered on understanding the nature and sustainability of how the company is creating value, including the associated risks. Businesses identified as attractive are likely to display

D-8

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	prospective investments. Security selection is based on any one or more of the following characteristics: profitability; return on invested capital; relative valuation; risk/return profile; quality of assets; industry structure/dynamics; earnings growth as a result of positive changes; hidden or unappreciated value; quality of management and/or a strong business model. Once potential investments are identified, the Fund constructs its portfolio based on many factors including: (1) regional and country allocation; (2) industry and sector allocation; (3) company size; and (4) in the case of foreign securities, foreign currency exposure and the risks of trading and maintaining securities and cash in foreign countries. A stock may be sold if, in the portfolio manager’s opinion: its downside risk equals or exceeds its upside potential; it suffers from a decreasing trend of earnings growth or suffers an earnings disappointment; or it experiences excessive valuations. The Fund may engage in active and frequent trading, which may result in high portfolio turnover.	one or more of these favorable characteristics: solid earnings power and free cash flow generation, sustainable business models and competitive advantages, ability to reinvest at rates above the cost of capital, low debt levels, flexibility to restructure inefficiencies, potential to benefit from consolidation within their industries, and ability to gain market share from competitors. In addition, these businesses will typically have identifiable triggers that unlock their underlying value within their operation, capital structure, or in the market environment itself. An estimate for long-term earnings power is derived in order to calculate the fair value of a company. To compensate for unpredictable risks, the team only invests in companies once they can be bought within an adequate safety margin. Once the purchase candidates for the Fund are identified, the portfolio construction process begins.  In this phase, many factors are considered in creating a total portfolio of securities for the Fund, including: (1) regional and country allocation, (2) industry and sector allocation, (3) company size and (4) in the case of foreign securities, foreign currency exposure and the risks of trading and maintaining securities and cash in foreign countries.  The total risk of the Fund is monitored at this point in the portfolio construction

D-9

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
		process. Every company in the portfolio is monitored to ensure its fundamental attractiveness.  A stock may be sold if in the portfolio manager’s opinion: its downside risk equals or exceeds its upside potential; it suffers from a decreasing trend of earnings growth or suffers an earnings disappointment; or it experiences excessive valuations. The Fund may engage in active and frequent trading, which may result in high portfolio turnover. The Fund reserves the right to take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. If it does so, it may not achieve its investment objective. The Fund may also choose not to take defensive positions. Information on the Fund’s holdings can be found in the most recent annual report, and information concerning the Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (see back cover). The Statement of Additional Information also describes non-principal investment strategies that the Fund may use, including investing in other types of securities that are not described in this prospectus.

D-10

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
First Investors Growth & Income Fund / Delaware Growth and Income Fund	The Fund primarily invests in common stocks that offer the potential for capital growth, current income or both. The Fund primarily invests in common stocks of large-size companies. The Fund may also invest in mid- and small-size companies. Some but not all of the companies the Fund invests in may regularly pay dividends. The Fund may write (sell) covered call options on the securities it holds to generate income. A call option gives the purchaser of the option the right to buy, and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the contract, regardless of the market price of the underlying security during the option period. The Fund generally uses a “bottom-up” approach to selecting investments. This means that the Fund generally identifies potential investments through fundamental research and analysis and thereafteralso focuses on other issues, such as economic trends, interest rates, industry diversification and market capitalization. In deciding whether to buy or sell securities, the Fund considers, among other things, the issuer’s financial strength, management, earnings growth or potential earnings growth	The Fund primarily invests in common stocks that offer the potential for capital growth, current income or both. The Fund primarily invests in large-size companies and may invest in small- and mid- size companies as well. Some of the companies the Fund invests in may pay dividends, however not all will. The Fund may write (sell) covered call options on the securities it holds to generate income.  A call option gives the purchaser of the option the right to buy and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the contract, regardless of the market price of the underlying security during the option period. The Fund generally uses a “bottom-up” approach to selecting investments. This means that the Fund generally identifies potential investments through fundamental research and analysis and thereafteralso focuses on other issues, such as economic trends, interest rates, industry diversification and market capitalization. In deciding whether to buy or sell securities, the Fund considers, among other things, an issuer’s financial strength, management, earnings growth or potential earnings growth and the issuer’s valuation relative to its fundamentals and peers. The Fund may sell a security if it	The Acquiring Fund may not write (sell) call options on the securities it holds to generate income

D-11

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	and the issuer’s valuation relative to its fundamentals and peers. The Fund may sell a security if it becomes fully valued, is no longer attractively valued, its fundamentals have deteriorated or alternative investments become more attractive.	becomes fully valued, is no longer attractively valued, its fundamentals have deteriorated or alternative investments become more attractive. The Fund reserves the right to take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. If it does so, it may not achieve its investment objectives. The Fund may also choose not to take defensive positions. Information on the Fund’s holdings can be found in the most recent annual report, and information concerning the Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (see back cover). The Statement of Additional Information also describes non-principal investment strategies that the Fund may use, including investing in other types of investments that are not described in this prospectus.
First Investors Hedged U.S. Equity Opportunities Fund / Delaware Hedged U.S. Equity Opportunities Fund	The Fund seeks to achieve its investment objective by investing in a broadly diversified portfolio of common stocks of any market capitalization while also investing in derivatives to help manage investment risk. Under normal circumstances, the Fund will invest at least 80% of	The Fund will seek to achieve its investment objective by investing in a broadly diversified portfolio of common stocks of any market capitalization while also investing in derivatives to help manage investment risk. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings for investment	None.

D-12

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	its net assets (plus any borrowings for investment purposes) in equity securities of U.S.US issuers and investments that provide exposure to such securities, including exchange-traded funds (80% policy). The Fund defines U.S.US issuers to include: (1) issuers that are incorporated or headquartered in the U.S.US; (2) issuers whose securities are principally traded in the U.S.US; (3) issuers with a majority of their business operations or assets in the U.S.US; and (4) issuers who derive a majority of their revenues or profits from the U.SUS. To a lesser extent, the Fund also may invest in the equity securities of foreign issuers, including emerging market issuers. The portfolio management team also seeks to manage the Fund’s market risk and the risk of loss from significant events by investing in derivatives. The Fund may engage in active and frequent trading which may result in high portfolio turnover. Wellington Management Company LLP (Wellington Management), the Fund’s subadviser (“Wellington Management”)sub-advisor, allocates the Fund’s equity investments across a range of equity market investment styles managed by Wellington Management that are focused on total return or growth of capital (“underlying styles”) to create a portfolio with broad	purposes) in equity securities of U.S.US issuers and investments that provide exposure to such securities, including exchange-traded funds (80% policy). The 80% policy is non-fundamental and may be changed without shareholder approval, but the Fund will provide shareholders with at least 60 days’ notice before changing this 80% policy. The Fund defines U.S.US issuers to include: (1) issuers that are incorporated or headquartered in the U.S.US; (2) issuers whose securities are principally traded in the U.S.US; (3) issuers with a majority of their business operations or assets in the U.S.US; and (4) issuers who derive a majority of their revenues or profits from the U.SUS. To a lesser extent, the Fund also may invest in the equity securities of foreign issuers, including emerging market issuers. The portfolio management team also seeks to manage the Fund’s market risk and the risk of loss from significant events by investing in derivatives. Wellington Management Company LLP (Wellington Management), the Fund’s subadviser (“Wellington Management”)sub-advisor, allocates the Fund’s equity investments across a range of equity market investment styles managed by Wellington Management that are focused on total return or growth of capital (“underlying styles”) to create a portfolio with broad market exposure. Wellington Management allocates

D-13

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	market exposure. Wellington Management allocates the Fund’s assets among the underlying styles to create a portfolio that represents a wide range of investment philosophies, companies, industries and market capitalizations. The underlying styles make investments based on their specific investment philosophies, for example, value, growth, high quality, or low volatility. The portfolio management team seeks to combine complementary underlying styles, monitoring the Fund’s risk profile and strategically rebalancing the portfolio. In selecting different underlying styles, Wellington Management considers, among other things, the relative level of an underlying style’s “active share” (i.e., the extent to which the underlying style’s holdings diverge from the underlying style’s benchmark index), and the “active share” of the Fund (i.e., the extent to which the Fund’s holdings diverge from the Fund’s benchmark index). For each underlying style, Wellington Management has a distinct investment philosophy and analytical process to identify specific securities for purchase or sale based on internal proprietary research. The underlying styles generally invest in equity securities, but may also use derivatives for investment purposes. The	the Fund’s assets among the underlying styles to create a portfolio that represents a wide range of investment philosophies, companies, industries and market capitalizations. The underlying styles make investments based on their specific investment philosophies, for example, value, growth, high quality, or low volatility. The portfolio management team seeks to combine complementary underlying styles, monitoring the Fund’s risk profile and strategically rebalancing the portfolio. In selecting different underlying styles, Wellington Management considers, among other things, the relative level of an underlying style’s “active share”(i.e., the extent to which the underlying style’s holdings diverge from the underlying style’s benchmark index), and the “active share” of the Fund (i.e., the extent to which the Fund’s holdings diverge from the Fund’s benchmark index). For each underlying style, Wellington Management has a distinct investment philosophy and analytical process to identify specific securities for purchase or sale based on internal proprietary research. The underlying styles generally invest in equity securities, but may also use derivatives for investment purposes. The underlying styles do not use derivatives solely for the purpose of creating leverage. Wellington Management’s investment personnel for each underlying style have complete

D-14

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	underlying styles do not use derivatives solely for the purpose of creating leverage. Wellington Management’s investment personnel for each underlying style are responsible for selecting the Fund’s investments within their specific underlying styles. In selecting prospective investments for each underlying style, Wellington Management may employ qualitative and quantitative portfolio management techniques. In addition to allocating the Fund’s assets to the underlying styles, Wellington Management seeks to manage the Fund’s aggregate investment risks, specifically, the risk of loss associated with markets generally as well as the risk of loss from significant events, by investing in derivatives. This strategy principally involves the purchase and sale of put and call options on indices and the purchase and sale of index futures contracts. The use of derivatives is intended to hedge overall risks to the Fund, but not the risks associated with single or groups of investments or single or groups of underlying styles. As a result, Wellington Management’s derivatives strategy may protect the Fund from losses associated with a general market decline, but would not protect the Fund	responsibility and discretion for selecting the Fund’s investments within their specific underlying styles. In selecting prospective investments for each underlying style, Wellington Management may employ qualitative and quantitative portfolio management techniques, and analyze factors, including business environment, management quality, balance sheet, income statement, anticipated earnings, expected growth rates, revenues, dividends and other issuer metrics. In addition to allocating the Fund’s assets to the underlying styles, Wellington Management seeks to manage the Fund’s aggregate investment risks, specifically, the risk of loss associated with markets generally as well as the risk of loss from significant events, by investing in derivatives. This strategy principally involves the purchase and sale of put and call options on indices and the purchase and sale of index futures contracts. To reduce the Fund’s risk of loss due to a sharp decline in the value of the general equity market, the Fund may purchase put options on equity indices with respect to a substantial portion of the value of its common stock holdings. In order to help mitigate the cost of these investments or for other reasons, the Fund may sell call options and put options. The purchaser of a put option, in exchange for paying a premium to the seller, has the right to sell the option’s underlying asset in the event the value of the underlying

D-15

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	from losses resulting from a single investment or group of investments held by the Fund. The Fund may invest in cash and cash equivalents.	asset falls below the exercise price of the put option. Any put options sold by the Fund typically would have a lower exercise price than put options purchased by the Fund. The purchaser of a call option, in exchange for paying a premium to the seller, has the right to buy the option’s underlying asset in the event the value of the underlying asset rises above the exercise price of the call option. The use of derivatives is intended to hedge overall risks to the Fund, but not the risks associated with single or groups of investments or single or groups of underlying styles. As a result, Wellington Management’s derivatives strategy may protect the Fund from losses associated with a general market decline, but would not protect the Fund from losses resulting from a single investment or group of investments held by the Fund. By combining the underlying styles and Wellington Management’s derivatives strategy, the Fund seeks to generate attractive total returns with downside equity market protection. The Fund may engage in active and frequent trading which may result in high portfolio turnover. The Fund may invest in cash and cash equivalents. The Fund reserves the right to take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or

D-16

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
		other conditions. If it does so, it may not achieve its investment objective. The Fund may also choose not to take defensive positions. Information about the Fund’s holdings can be found in the most recent annual report, and information concerning the Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (see back cover). The Statement of Additional Information also describes non-principal investment strategies that the Fund may use, including investing in other types of investments that are not described in this prospectus.
First Investors International Fund / Delaware International Fund	The Fund primarily invests in a portfolio of common stocks and other equity securities of companies that are located outside of the United States. To a limited degree, the Fund may also invest in companies based in the United States. The Fund primarily reliesmay rely on the country where the issuer is incorporated, is headquartered or has its principal place of business in determining the location of an issuer. The Fund may consider a company to be located in a particular country even if it is not domiciled in, or have its principal place of business in, that country if at least 50% of its assets are in, or it expects to derive at least 50%	The Fund primarily invests in a portfolio of common stocks and other equity securities of companies that are located outside of the United States. To a limited degree, the Fund may also invest in companies based in the United States. The Fund primarily reliesmay rely on the country where the issuer is incorporated, is headquartered or has its principal place of business in determining the location of an issuer. The Fund may consider a company to be located in a particular country even if it is not domiciled in, or have its principal place of business in, that country if at least 50% of its assets are in, or it expects to derive at least 50% of its total revenue or profits from, goods or services produced in or sales	The Acquiring Fund is a non-diversified fund, unlike the First Investors Fund. The investment strategy of the Acquiring Fund does not require the Fund to invest primarily in large- to medium-sized companies (measured by market capitalization) or to limit the number of issuers held by the fund. As with the First Investors Fund, the

D-17

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	of its total revenue or profits from, goods or services produced in or sales made in that country. The Fund typically invests in the securities of medium to large size companies, but will also invest in smaller companies. The Fund’s holdings may be limited to the securities of 40 to 60 different issuers and may focus its investments in companies located in or tied economically to particular countries or regions. The Fund may invest significantly in emerging or developing markets. Additionally, from time to time, in pursuing its investment strategies, the Fund may hold significant investments (25% or more of its assets) in a specific market sector, including the consumer staples sector. The Fund is a nondiversified fund. The investment process is bottom-up, research-driven. The aim is to produce attractive risk-adjusted long-term returns by investing in understandable, quality businesses with mispriced earnings power. Stock selection rests on an assessment of each company and its risk-return profile. Research is centered on understanding the nature and sustainability of how the company is creating value, including the associated risks. Businesses identified as	made in that country.is a nondiversified fund. The Fund typically invests in the securities of medium to large size companies, but will also invest in smaller companies.  The Fund’s holdings may be limited to the securities of 40 to 60 different issuers.  The Fund may invest significantly in emerging or developing markets such as India and Brazil, and the Fund may focus its investments in companies located in or tied economically to particular countries or regions. The subadviser selects investments for the Fund generally by screening a universe of stocks that meet its “quality growth” criteria, which include high return on equity and low to moderate leverage, among others.  The subadviser then further narrows that universe by using a bottom-up stock and business analysis approach.  The subadviser makes its assessments by examining companies one at a time, regardless of size, country of organization, place of principal business activity or other similar selection criteria. The subadviser seeks to invest in companies whose businesses are highly profitable, have consistent operating histories and financial performance and enjoy possible long-term economic prospects.  The subadviser’s investment process also considers a company’s intrinsic value relative to its earnings power and market price.  The subadviser believes that	Acquiring Fund seeks long-term capital growth through research-driven investment processes; however, the factors considered by the Acquiring Fund to choose investments to achieve this objective differ from those taken into account by the First Investors Fund.

D-18

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	attractive are likely to display one or more of these favorable characteristics: solid earnings power and free cash flow generation, sustainable business models and competitive advantages, ability to reinvest at rates above the cost of capital, low debt levels, flexibility to restructure inefficiencies, potential to benefit from consolidation within their industries, and ability to gain market share from competitors. In addition, these businesses will typically have identifiable triggers that unlock their underlying value within their operation, capital structure, or in the market environment itself. An estimate for long-term earnings power is derived in order to calculate the fair value of a company. To compensate for unpredictable risks, the team only invests in companies once they can be bought within an adequate safety margin.The subadviser selects investments by screening a universe of stocks that meet its “quality growth” criteria, which include high return on equity and low to moderate leverage, among others. It then further narrows that universe by using a bottom-up stock and business analysis approach to identify companies whose businesses are highly profitable, have consistent operating histories and financial performance	investing in these securities at a price that is below their intrinsic worth may generate greater returns for the Fund than those obtained by paying premium prices for companies currently in market favor. In determining which portfolio securities to sell, the subadviser focuses on the operating results of the companies, and not price quotations, to measure the potential success of an investment.  In making sell decisions, the subadviser considers, among other things, whether a security’s price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser’s opinion, there has been a loss of long-term competitive advantage. The Fund may enter into spot currency trades (i.e., for cash at the spot rate prevailing in the foreign currency market) in connection with the settlement of transactions in securities traded in foreign currency.  Additionally, from time to time, in pursuing its investment strategies, the Fund may hold significant investments (25% or more of its assets) in a specific market sector, including the consumer staples sector. The investment process is bottom-up, research-driven. The aim is to produce attractive risk-

D-19

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	and enjoy possible long-term economic prospects. The subadviser also seeks to generate greater returns by investing in securities at a price below what it believes to be the company’s intrinsic worth. In making sell decisions, the subadviser considers, among other things, whether a security’s price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser’s opinion, there has been a loss of long-term competitive advantage.	adjusted long-term returns by investing in understandable, quality businesses with mispriced earnings power. Stock selection rests on an assessment of each company and its risk-return profile. Research is centered on understanding the nature and sustainability of how the company is creating value, including the associated risks. Businesses identified as attractive are likely to display one or more of these favorable characteristics: solid earnings power and free cash flow generation, sustainable business models and competitive advantages, ability to reinvest at rates above the cost of capital, low debt levels, flexibility to restructure inefficiencies, potential to benefit from consolidation within their industries, and ability to gain market share from competitors. In addition, these businesses will typically have identifiable triggers that unlock their underlying value within their operation, capital structure, or in the market environment itself. An estimate for long-term earnings power is derived in order to calculate the fair value of a company. To compensate for unpredictable risks, the team only invests in companies once they can be bought within an adequate safety margin. The Fund reserves the right to take temporary defensive positions that are inconsistent with its principal investment strategies in attempting to respond to adverse market,

D-20

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
		economic, political or other conditions. If it does so, it may not achieve its investment objective. The Fund may also choose not to take defensive positions. Information on the Fund’s holdings can be found in the most recent annual report, and information concerning the Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (see back cover). The Statement of Additional Information also describes non-principal investment strategies that the Fund may use, including investing in other types of investments that are not described in this prospectus.
First Investors Opportunity Fund / Delaware Opportunity Fund	The Fund invests primarily in mid- and small-sizemid-size companies that the Fund’s investment adviser, Foresters Investment Management Company, Inc.,Manager believes offer strong growth opportunitiesattractive valuation and quality characteristics. The Fund also may invest in exchange-traded funds (“ETFs”) to gain exposure to such securities. The Fund may continue to hold stocks of companies that grow into larger companies and may also invest opportunistically in larger companies. The Fund uses a “bottom-up” approach to selecting investments. The Fund uses	The Fund invests primarily in mid- and small-sizemid-size companies that the Fund’s AdviserManager believes offer strong growth opportunitiesattractive valuation and quality characteristics. The Fund also may invest in exchange-traded funds (“ETFs”) to gain exposure to such securities. The Fund may continue to hold stocks of mid- and small-sizemid-size companies that grow into large companies and may also invest opportunistically in stocks of larger companies. The Fund uses a “bottom-up” approach to selecting investments. The Fund uses fundamental research to search for companies that the AdviserManager believes	The Acquiring Fund invests primarily in mid-size companies rather than mid- and small-size companies. The Acquiring Fund invests in companies the Manager believes offer attractive valuation and quality characteristics rather than companies the Manager believes offer strong growth opportunities. Similarly, above average earnings

D-21

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	fundamental research to search for companies that have one or more of the following: a strong balance sheet; experienced management; above-average earnings growth potential; and stocks that are attractively priced. The Fund attempts to stay broadly diversified, but it may emphasize certain industry sectors based upon economic and market conditions. The Fund may sell a stock if it becomes fully valued, its fundamentals have deteriorated or alternative investments become more attractive. The Fund may also sell a stock if it grows into a large, well-established company, although it may also continue to hold such a stock irrespective of its size.	have one or more of the following: a strong balance sheet; experienced management; above-average earnings growth potential; and stocks that are attractively priced. The Fund attempts to stay broadly diversified, but it may emphasize certain industry sectors based upon economic and market conditions. The Fund may sell a stock if it becomes fully valued, its fundamentals have deteriorated or alternative investments become more attractive. The Fund may also sell a stock if it grows into a large, well-established company, although it may also continue to hold such a stock irrespective of its size. The Fund reserves the right to take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. If it does so, it may not achieve its investment objective. The Fund may also choose not to take defensive positions. Information on the Fund’s holdings can be found in the most recent annual report, and information concerning the Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (see back cover). The Statement of Additional Information also describes non-	growth potential is not a factor used by the Manager to select investments for the Acquiring Fund.

D-22

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
		principal investment strategies that the Fund may use, including investing in other types of investments that are not described in this prospectus.
First Investors Premium Income Fund / Delaware Premium Income Fund	The Fund invests in a portfolio of equity securities and writes (sells) call options on those securities. Under normal circumstances, the Fund will write (sell) call options on a majority of its total assets. Typically, all of the call options written (sold) by the Fund are expected to be “in the money” at the time they are written (sold). The Fund’s call option writing strategy is designed to generate income and lower the overall risk profile of the Fund’s portfolio. A call option gives the purchaser of the option the right to buy, and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the option, regardless of the market price of the underlying security during the option period. An “in the money” call option means that its exercise price is below the current market price of the underlying security. The Fund receives premiums for writing covered call options as consideration for undertaking the obligations under the option contracts. The Fund will normally write (sell) covered call options listed on U.S.US exchanges on	The Fund invests in a portfolio of equity securities and writes (sells) call options on those securities. Under normal circumstances, the Fund will write (sell) call options on a majority of its total assets. Typically, all of the call options written (sold) by the Fund are expected to be “in the money” at the time they are written (sold). The Fund’s call option writing strategy is designed to generate income and lower the overall risk profile of the Fund’s portfolio. A call option gives the purchaser of the option the right to buy, and the writer, in this case, the Fund, the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the option, regardless of the market price of the underlying security during the option period. An “in the money” call option means that its exercise price is below the current market price of the underlying security. The Fund receives premiums for writing covered call options as consideration for undertaking the obligations under the option contracts. The Fund will normally write (sell) covered call options listed on U.S.US exchanges on the equity securities held by the Fund. The Fund’s equity investments will consist primarily of common stocks of large-size U.S.US	None.

D-23

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	the equity securities held by the Fund. The Fund’s equity investments will consist primarily of common stocks of large-size U.S.US companies, certain of which may pay dividends, and U.S.US dollar-denominated equity securities of foreign issuers (i.e., American Depositary Receipts (“ADRs”)), traded on U.S.US securities exchanges. To a lesser extent, the Fund may also invest in and write (sell) covered call options on securities of mid- and small-capitalization issuers and exchange-traded funds (“ETFs”) that track certain market indices, such as the S&P 500. The Fund’s covered call writing strategy is intended to generate income rather than keep pace with the equity markets. As a result, the Fund may underperform equity markets. Covered call options may be sold up to the number of shares of the equity securities held by the Fund. In selecting investments, Ziegler Capital Management, LLC (ZCM), the Fund’s subadvisersub-advisor, considers the following, among other criteria: a) companies in an industry with a large market share or significant revenues that fit the Fund’s investment strategy; b) companies with new products or new management to replace underperforming management; c) recent or anticipated fundamental improvements in	companies, certain of which may pay dividends, and U.S.US dollar-denominated equity securities of foreign issuers (i.e., American Depositary Receipts (“ADRs”)), traded on U.S.US securities exchanges. ADRs are receipts typically issued in connection with a U.S.US or foreign bank or trust company which evidence ownership of underlying securities issued by a non-U.S.non-US company. To a lesser extent, the Fund may also invest in and write (sell) covered call options on securities of mid- and small-capitalization issuers and exchange-traded funds (“ETFs”) that track certain market indices, such as the S&P 500. The Fund’s covered call writing strategy is intended to generate income rather than keep pace with the equity markets. As a result, the Fund may underperform equity markets. Covered call options may be sold up to the number of shares of the equity securities held by the Fund. In making investment decisions, the Fund’s subadvisersub-advisor reviews a variety of factors, including economic data, Federal Reserve policy, fiscal policy, inflation and interest rates, commodity pricing, sector, industry and security issues, regulatory factors and street research to appraise economic and market cycles. In selecting investments, the Fund’s subadvisersub-advisor considers the following, among other criteria: a) companies in an industry with a large market share

D-24

COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
First Investors Fund / Acquiring Fund	Investment Strategies as Listed in Summary Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Investment Strategies as Listed in Statutory Prospectus** **Changes show differences between First Investors investment strategies and Acquiring Fund investment strategies	Material Differences
	industry environment; and d) companies that are out of favor. The Fund’s subadviserZCM considers several factors when writing (selling) call options, including the overall equity market outlook, sector and/or industry attractiveness, individual security considerations, and relative and/or historical levels of option premiums. The Fund may sell a security based on the following, among other criteria: a) an actual or anticipated significant decline in an issuer’s profitability and/or a significant negative outlook from management; b) a large appreciation in the stock price that leads to overvaluation relative to itself and its peers historically; c) significant management turnover at the senior level; d) an industry-wide decrease in demand for an issuer’s products or services; or e) unattractive call premiums. The subadviserZCM writes call options based upon the subadviser’sits outlook on the economy and stock market and analysis of individual stocks, which can impact the exercise price and expiration of a call option. The writing of covered call options may result in frequent trading and a high portfolio turnover rate.	or significant revenues that fit the Fund’s investment strategy; b) companies with new products or new management to replace underpe