UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-4547 Exact name of registrant as specified in charter: Voyageur Mutual Funds III Address of principal executive offices: 2005 Market Street Philadelphia, PA 19103 Name and address of agent for service: Richelle S. Maestro, Esq. 2005 Market Street Philadelphia, PA 19103 Registrant's telephone number, including area code: (800) 523-1918 Date of fiscal year end: April 30 Date of reporting period: April 30, 2003 Item 1. Reports to Stockholders Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) BLEND Annual Report 2003 - -------------------------------------------------------------------------------- DELAWARE CORE EQUITY FUND [LOGO] POWERED BY RESEARCH.(SM) Table OF CONTENTS - ----------------------------------------------------------------- PORTFOLIO MANAGEMENT REVIEW 1 - ----------------------------------------------------------------- PERFORMANCE SUMMARY 3 - ----------------------------------------------------------------- FINANCIAL STATEMENTS: Statement of Net Assets 4 Statement of Operations 6 Statements of Changes in Net Assets 7 Financial Highlights 8 Notes to Financial Statements 12 - ----------------------------------------------------------------- REPORT OF INDEPENDENT AUDITORS 14 - ----------------------------------------------------------------- BOARD OF TRUSTEES/OFFICERS 15 - ----------------------------------------------------------------- Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested. Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. (C)2003 Delaware Distributors, L.P. Portfolio Delaware Core Equity Fund MANAGEMENT REVIEW May 9, 2003 Fund Managers Michael T. Lee Voyageur Asset Management, Inc. Senior Portfolio Manager Jerold L. Stodden Voyageur Asset Management, Inc. Senior Equity Portfolio Manager Q: How did the Fund perform during the year and how did it fare versus the broad market? A: Delaware Core Equity Fund suffered negative returns through the close of its fiscal year, although we have been encouraged that broad market performance turned more accommodating to stock investors this spring. For the fiscal year ended April 30, 2003, Delaware Core Equity Fund returned - -14.40% (Class A shares at net asset value with distributions reinvested), while the S&P 500 Index fell by -13.30%. The Fund did outperform its peer group, the Lipper Large-Cap Core Funds Average, which fell by -15.19% for the year. Since we last reported at mid-fiscal year, performance for both the Fund and the market in general has been modestly higher. The Fund made slight progress during the fiscal second half, but those gains did not make up for the difficult environment we encountered when the market struggled last summer during our first half. In autumn's mid-term report, the market had just come through a weak six months, with the Fund losing slightly less ground than the S&P 500 Index. The S&P 500 Index actually gained +4.47% during the six-months ended April 30, 2003, while Delaware Core Equity Fund reaped a weaker but nonetheless positive +0.95% (Class A shares at net asset value with distributions reinvested). To recap that fiscal second half, the broad market held steady through the end of 2002 after an October rally, but then drifted downward for several months until the war in Iraq brought stock investors out of their doldrums. Throughout the winter months, investors remained concerned about falling consumer confidence in the U.S. and a bleak earnings outlook for the first quarter of the new year. The start of the war cleared up some uncertainties for investors and seemed to ignite the market rally, which generally lasted through April's end despite marked volatility that was clearly driven by the day-to-day tone of war coverage. As of fiscal year end, many question marks remained for the economy, which had yet to show clear signs of stronger growth in the first weeks following war in Iraq. Q: Did you make any significant shifts in strategy that affected the Fund's performance? A: The most notable changes in the portfolio made during recent months reflect our gradual tilt toward growth stocks in the portfolio. It now appears that October 9, 2002 may well have been the bottom of the long bear market, and growth stocks' return to favor could be viewed as evidence of a structural shift in the market. The three-month period ended March 31, 2003 marked the third quarter in a row in which growth outperformed value in the stock market. Value had generally been outperforming growth since the market turned downward in early 2000. Total Return For the period ended April 30, 2003 One Year Delaware Core Equity Fund-- Class A Shares -14.40% Standard & Poor's 500 Index -13.30% Lipper Large-Cap Core Funds Average (974 funds) -15.19% - --------------------------------------------------------------------- All performance shown above is at net asset value without the effect of sales charges and assumes reinvestment of all distributions. Performance for all Fund classes and a description of the index can be found on page 3. The Lipper Large-Cap Core Funds Average represents the average return of large capitalization mutual funds tracked by Lipper (Source: Lipper Inc). You cannot invest directly in an index. Past performance is not a guarantee of future results. 1 When stocks reached their lows in the summer and early autumn of last year, we believed that some sectors of the market had become attractively priced and began considering transactions that might bring down the average market cap in the Fund and also allow the portfolio more of a growth bias. A good example of our shift toward growth is the stock of online auction company eBay, which was added to Delaware Core Equity Fund in December and contributed positively to performance. eBay, once a darling of momentum investors at the height of the market bubble, has proven to be a profitable, large-scale business enjoying real prospects for growth into new markets. eBay's recent initial successes in consolidating the used auto market suggest that the company may be able to groom markets that fall outside of classic retail channels. Q: Were there other notable changes to the investment portfolio during the period? A: Home Depot is another growth-oriented stock that we added during our fiscal second half after it became attractively priced, in our opinion. Home Depot's once-booming growth rate is falling off as the company's line of retail home stores matures and its opportunities for expansion become fewer geographically. Despite this natural process of moving toward slower growth, we like Home Depot's overall health and market position, and felt investors had punished the stock too much, providing us with a buying opportunity. Q: Healthcare and pharmaceuticals is the Fund's largest sector. What has been your approach to the sector? A: We have remained well diversified within the healthcare sector, often focusing on companies like Johnson & Johnson that enjoy diversified product lines. In recent months, we added both Quest Diagnostics and Pfizer -- the latter of which is the world's largest pharmaceutical company. The two biggest stock positions in the Fund as of April 30, 2003 were healthcare companies Medtronic and Stryker. The stock of Medtronic, a market leader in cardiac devices and other medical equipment, struggled badly in the market downturn last August but has since rebounded and turned in positive overall performance during the fiscal year. Medical equipment supplier Stryker also turned in positive performance. Q: Can you tell us about holdings that detracted from performance? A: Detractors from performance during the year included a handful of poor-performing insurance stocks, including AMBAC Financial Group and American International. As of fiscal year end, our exposure to the insurance sector was just 8.77% of total net assets and we have maintained our positions in both AMBAC and American International. Concord EFS, mentioned in our mid-year report as a poor performer with a generally bright outlook, was no longer a holding at fiscal year end and was a notable detractor from performance. The company's core business remains attractive, but our valuation of this software provider's stock changed during the period, as it was acquired by First Data. Delaware Core Equity Fund Top 10 Holdings As of April 30, 2003 Percentage Company Sector of Net Assets - -------------------------------------------------------------------------------- 1. Medtronic Healthcare & Pharmaceuticals 3.60% - -------------------------------------------------------------------------------- 2. Stryker Healthcare & Pharmaceuticals 3.46% - -------------------------------------------------------------------------------- 3. Ecolab Chemicals 3.39% - -------------------------------------------------------------------------------- 4. eBay Retail 3.32% - -------------------------------------------------------------------------------- 5. Sysco Food, Beverage & Tobacco 3.31% - -------------------------------------------------------------------------------- 6. AMBAC Financial Group Insurance 3.25% - -------------------------------------------------------------------------------- 7. Anheuser-Busch Food, Beverage & Tobacco 3.17% - -------------------------------------------------------------------------------- 8. PepsiCo Food, Beverage & Tobacco 3.10% - -------------------------------------------------------------------------------- 9. Microsoft Computers & Technology 3.05% - -------------------------------------------------------------------------------- 10. Aflac Insurance 2.99% - -------------------------------------------------------------------------------- 2 Delaware CORE EQUITY FUND Fund Basics As of April 30, 2003 - ----------------------------------------------- Fund Objective: The Fund seeks long-term capital appreciation. - ----------------------------------------------- Total Fund Net Assets: $25.17 million - ----------------------------------------------- Number of Holdings: 40 - ----------------------------------------------- Fund Start Date: August 1, 1985 - ----------------------------------------------- Your Fund Managers: Michael T. Lee is the Chairman of the Large Cap Core Equity Committee and has served as a primary equity analyst for Voyageur Asset Management (VAM) Inc. Prior to joining VAM in 1993, he was a Strategic Systems Developer for Northwest Airlines. Mr. Lee earned a BA from DePauw University and an MBA from the University of Minnesota. He is also a CFA charterholder. Jerold L. Stodden is a Senior Equity Portfolio Manager and a Vice President at VAM with 34 years of industry experience. Prior to joining VAM in 1999, he was a Director of Equity Research and equity analyst at Chicago Trust Company. He holds a BA from Western Michigan University, an MBA from Indiana University, and is a CFA charterholder. - -------------------------------------------------------------------------------- Nasdaq Symbols: Class A GRGSX Class B DVGSX Class C DVGRX Fund Performance Average Annual Total Returns Through April 30, 2003 Lifetime 10 Years Five Years One Year - -------------------------------------------------------------------------------- Class A (Est. 8/1/85) Excluding Sales Charge +10.30% +5.84% -4.84% -14.40% Including Sales Charge +9.93% +5.21% -5.96% -19.31% - -------------------------------------------------------------------------------- Class B (Est. 9/8/95) Excluding Sales Charge +3.66% -5.56% -15.07% Including Sales Charge +3.66% -5.87% -18.47% - -------------------------------------------------------------------------------- Class C (Est. 10/21/95) Excluding Sales Charge +3.14% -5.55% -15.07% Including Sales Charge +3.14% -5.55% -15.91% - -------------------------------------------------------------------------------- Returns reflect reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of 0.25%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime (since 8/1/85), 10-year, five-year, and one-year periods ended April 30, 2003 for Delaware Core Equity Fund's Institutional Class were +10.41%, +6.03%, -4.62%, and -14.21%, respectively. The Institutional Class shares were first made available on August 29, 1997 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. Institutional Class performance prior to August 29, 1997 for Delaware Core Equity Fund is based on Class A performance and was adjusted to eliminate the sales charge, but not the asset-based distribution charge of Class A shares. An expense limitation was in effect for all classes of Delaware Core Equity Fund during the lifetime, 10-year, and five-year periods shown. Performance would have been lower had the expense limitation not been in effect. The performance table and graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. Nasdaq Institutional Class symbol: VOGIX Performance of a $10,000 Investment April 30, 1993 through April 30, 2003 Delaware Core Equity Fund -- Class A Shares S&P 500 Index 30-Apr-93 $ 9,425 $10,000 30-Apr-94 $ 9,381 $10,532 30-Apr-95 $10,972 $12,372 30-Apr-96 $13,712 $16,109 30-Apr-97 $15,756 $20,158 30-Apr-98 $21,313 $28,436 30-Apr-99 $23,350 $34,645 30-Apr-00 $22,220 $38,153 30-Apr-01 $21,207 $33,204 30-Apr-02 $19,425 $29,012 30-Apr-03 $16,627 $25,150 Chart assumes $10,000 invested on April 30, 1993 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to differing charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The S&P 500 Index is an unmanaged composite of mostly large-capitalization U.S. companies. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, or holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 3 Statement Delaware Core Equity Fund OF NET ASSETS April 30, 2003 Number of Market Shares Value Common Stock - 98.59% Banking & Finance - 8.08% American Express 15,400 $ 583,044 Fannie Mae 7,000 506,730 MBNA 27,500 519,750 Mellon Financial 16,000 423,200 ---------- 2,032,724 ---------- Cable, Media & Publishing - 5.17% Gannett 9,000 681,480 Omnicom 10,000 619,000 ---------- 1,300,480 ---------- Chemicals - 5.93% Ecolab 16,700 853,203 Praxair 11,000 638,880 ---------- 1,492,083 ---------- Computers & Technology - 12.88% +Cisco Systems 44,000 661,760 +Dell Computer 23,000 664,930 +Fiserv 18,000 529,920 +Intuit 16,000 620,480 Microsoft 30,000 767,100 ---------- 3,244,190 ---------- Electronics & Electrical Equipment - 6.67% Danaher 9,000 620,820 General Electric 17,800 524,210 Intel 29,000 533,600 ---------- 1,678,630 ---------- Energy - 6.25% ConocoPhillips 13,966 702,490 Exxon Mobil 15,000 528,000 Marathon Oil 15,000 341,550 ---------- 1,572,040 ---------- Food, Beverage & Tobacco - 9.58% Anheuser-Busch 16,000 798,080 PepsiCo 18,000 779,040 Sysco 29,000 833,170 ---------- 2,410,290 ---------- Healthcare & Pharmaceuticals - 18.48% Abbott Laboratories 13,000 528,190 Cardinal Health 13,000 718,640 Johnson & Johnson 9,000 507,240 Medtronic 19,000 907,060 Pfizer 19,000 584,250 +Quest Diagnostics 9,000 537,750 Stryker 13,000 871,130 ---------- 4,654,260 ---------- Industrial Machinery - 2.45% Ingersoll-Rand Class A 14,000 617,120 ---------- 617,120 ---------- Number of Market Shares Value Common Stock (continued) Insurance - 8.77% Aflac 23,000 $ 752,330 AMBAC Financial Group 14,000 816,900 American International 11,000 637,450 ----------- 2,206,680 ----------- Retail - 12.87% +eBay 9,000 834,930 Home Depot 23,000 646,990 +Kohl's 10,000 568,000 Target 18,000 601,920 Walgreen 19,000 586,340 ----------- 3,238,180 ----------- Telecommunications - 1.46% Verizon Communications 9,800 366,324 ----------- 366,324 ----------- Total Common Stock (cost $25,441,729) 24,813,001 ----------- Short-term Investments - 1.52% Dreyfus Tax Exempt Cash Management 382,262 382,262 ----------- Total Short-term Investments (cost $382,262) 382,262 ----------- Total Market Value of Securities - 100.11% (cost $25,823,991) 25,195,263 Liabilities Net of Receivables and Other Assets - (0.11%) (27,143) ----------- Net Assets Applicable to 1,416,317 Shares Outstanding - 100.00% $25,168,120 =========== Net Asset Value - Delaware Core Equity Fund Class A ($19,079,778 / 1,059,604 Shares) $18.01 ------ Net Asset Value - Delaware Core Equity Fund Class B ($3,869,156 / 228,148 Shares) $16.96 ------ Net Asset Value - Delaware Core Equity Fund Class C ($1,704,439 / 100,440 Shares) $16.97 ------ Net Asset Value - Delaware Core Equity Fund Institutional Class ($514,747 / 28,125 Shares) $18.30 ------ 4 Statement Delaware Core Equity Fund OF NET ASSETS (CONTINUED) Components of Net Assets at April 30, 2003: Shares of beneficial interest (unlimited authorization - no par) $29,105,490 Accumulated net realized loss on investments (3,308,642) Net unrealized depreciation of investments (628,728) ----------- Total net assets $25,168,120 =========== +Non-income producing security for the year ended April 30, 2003. Net Asset Value and Offering Price Per Share - Delaware Core Equity Fund Net asset value Class A (A) $18.01 Sales charge (5.75% of offering price or 6.11% of amount invested per share) (B) 1.10 ------ Offering price $19.11 ====== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 5 Statement Delaware Core Equity Fund OF OPERATIONS Year Ended April 30, 2003 Investment Income: Dividends $299,318 Interest 5,176 $ 304,494 -------- ----------- Expenses: Management fees 168,031 Dividend disbursing and transfer agent fees and expenses 186,470 Distribution expenses-Class A 50,275 Distribution expenses-Class B 36,266 Distribution expenses-Class C 16,274 Reports and statements to shareholders 40,500 Registration fees 26,000 Accounting and administration fees 11,643 Trustees' fees 3,495 Custodian fees 2,734 Professional fees 2,375 Other 8,372 -------- 552,435 Less expenses paid indirectly (629) ----------- Total operating expenses 551,806 ----------- Net Investment Loss (247,312) ----------- Net Realized and Unrealized Loss on Investments: Net realized loss on investments (2,719,261) Net change in unrealized appreciation/depreciation of investments (1,701,160) ----------- Net Realized and Unrealized Loss on Investments (4,420,421) ----------- Net Decrease in Net Assets Resulting from Operations $(4,667,733) =========== See accompanying notes 6 Statements Delaware Core Equity Fund OF CHANGES IN NET ASSETS Year Ended 4/30/03 4/30/02 Decrease in Net Assets from Operations: Net investment loss $ (247,312) $ (162,558) Net realized loss on investments (2,719,261) (542,296) Net change in unrealized appreciation/depreciation of investments (1,701,160) (2,451,778) ----------- ----------- Net decrease in net assets resulting from operations (4,667,733) (3,156,632) ----------- ----------- Capital Share Transactions: Proceeds from shares sold: Class A 2,633,972 3,014,561 Class B 1,241,123 908,351 Class C 543,156 517,934 Institutional Class 97,932 182,189 ----------- ----------- 4,516,183 4,623,035 ----------- ----------- Cost of shares repurchased: Class A (5,251,701) (5,519,169) Class B (833,764) (1,172,254) Class C (384,162) (403,225) Institutional Class (141,758) (1,389,792) ----------- ----------- (6,611,385) (8,484,440) ----------- ----------- Decrease in net assets derived from capital share transactions (2,095,202) (3,861,405) ----------- ----------- Net Decrease in Net Assets (6,762,935) (7,018,037) Net Assets: Beginning of year 31,931,055 38,949,092 ----------- ----------- End of year $25,168,120 $31,931,055 =========== =========== See accompanying notes 7 Financial HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Core Equity Fund Class A - ----------------------------------------------------------------------------------------------------------------------------------- Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $21.040 $22.970 $26.490 $32.550 $31.830 Income (loss) from investment operations: Net investment income (loss)(1) (0.145) (0.075) -- 0.157 0.075 Net realized and unrealized gain (loss) on investments (2.885) (1.855) (1.115) (1.543) 2.790 ------- ------- ------- ------- ------- Total from investment operations (3.030) (1.930) (1.115) (1.386) 2.865 ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income -- -- -- (0.227) -- Net realized gain on investments -- -- (2.405) (4.447) (2.145) ------- ------- ------- ------- ------- Total dividends and distributions -- -- (2.405) (4.674) (2.145) ------- ------- ------- ------- ------- Net asset value, end of period $18.010 $21.040 $22.970 $26.490 $32.550 ======= ======= ======= ======= ======= Total return(2) (14.40%) (8.40%) (4.56%) (4.84%) 9.56% Ratios and supplemental data: Net assets, end of period (000 omitted) $19,080 $25,381 $30,358 $35,759 $45,342 Ratio of expenses to average net assets 1.99% 1.54% 1.82% 1.56% 1.68% Ratio of expenses to average net assets prior expenses paid indirectly 1.99% 1.54% 1.82% 1.56% 1.71% Ratio of net investment income (loss) to average net assets (0.81%) 0.35%) 0.00% 0.54% 0.25% Ratio of net investment income (loss) to average net assets prior to expenses paid indirectly (0.81%) (0.35%) 0.00% 0.54% 0.22% Portfolio turnover 24% 60% 67% 43% 36% (1) The average shares outstanding method has been applied for per share information for the periods ended April 30, 2003, 2002, 2001, and 2000. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of the sales charge. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 8 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Core Equity Fund Class B - ----------------------------------------------------------------------------------------------------------------------------------- Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $19.970 $21.960 $25.610 $31.610 $31.200 Income (loss) from investment operations: Net investment loss(1) (0.270) (0.229) (0.173) (0.074) (0.149) Net realized and unrealized gain (loss) on investments (2.740) (1.761) (1.072) (1.479) 2.704 ------- ------- ------- ------- ------- Total from investment operations (3.010) (1.990) (1.245) (1.553) 2.555 ------- ------- ------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- -- (2.405) (4.447) (2.145) ------- ------- ------- ------- ------- Total dividends and distributions -- -- (2.405) (4.447) (2.145) ------- ------- ------- ------- ------- Net asset value, end of period $16.960 $19.970 $21.960 $25.610 $31.610 ======= ======= ======= ======= ======= Total return(2) (15.07%) (9.06%) (5.28%) (5.56%) 8.72% Ratios and supplemental data: Net assets, end of period (000 omitted) $3,869 $4,088 $4,776 $5,558 $4,457 Ratio of expenses to average net assets 2.74% 2.29% 2.57% 2.31% 2.43% Ratio of expenses to average net assets prior to expenses paid indirectly 2.74% 2.29% 2.57% 2.31% 2.46% Ratio of net investment loss to average net assets (1.56%) (1.10%) (0.75%) (0.21%) (0.50%) Ratio of net investment loss to average net assets prior to expenses paid indirectly (1.56%) (1.10%) (0.75%) (0.21%) (0.53%) Portfolio turnover 24% 60% 67% 43% 36% (1) The average shares outstanding method has been applied for per share information for the periods ended April 30, 2003, 2002, 2001, and 2000. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of the sales charge. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 9 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Core Equity Fund Class C - ----------------------------------------------------------------------------------------------------------------------------------- Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $19.980 $21.980 $25.630 $31.600 $31.190 Income (loss) from investment operations: Net investment loss(1) (0.270) (0.229) (0.172) (0.070) (0.149) Net realized and unrealized gain (loss) on investments (2.740) (1.771) (1.073) (1.453) 2.704 ------- ------- ------- ------- ------- Total from investment operations (3.010) (2.000) (1.245) (1.523) 2.555 ------- ------- ------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- -- (2.405) (4.447) (2.145) ------- ------- ------- ------- ------- Total dividends and distributions -- -- (2.405) (4.447) (2.145) ------- ------- ------- ------- ------- Net asset value, end of period $16.970 $19.980 $21.980 $25.630 $31.600 ======= ======= ======= ======= ======= Total return(2) (15.07%) (9.10%) (5.27%) (5.45%) 8.72% Ratios and supplemental data: Net assets, end of period (000 omitted) $1,704 $1,810 $1,866 $1,942 $1,631 Ratio of expenses to average net assets 2.74% 2.29% 2.57% 2.31% 2.43% Ratio of expenses to average net assets prior to expenses paid indirectly 2.74% 2.29% 2.57% 2.31% 2.46% Ratio of net investment loss to average net assets (1.56%) (1.10%) (0.75%) (0.21%) (0.50%) Ratio of net investment loss to average net assets prior to expenses paid indirectly (1.56%) (1.10%) (0.75%) (0.21%) (0.53%) Portfolio turnover 24% 60% 67% 43% 36% (1) The average shares outstanding method has been applied for per share information for the periods ended April 30, 2003, 2002, 2001, and 2000. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of the sales charge. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 10 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Core Equity Fund Institutional Class - ----------------------------------------------------------------------------------------------------------------------------------- Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $21.330 $23.230 $26.700 $32.840 $32.030 Income (loss) from investment operations: Net investment income (loss)(1) (0.100) (0.020) 0.061 0.229 0.153 Net realized and unrealized gain (loss) on investments (2.930) (1.880) (1.126) (1.547) 2.802 ------- ------- ------- ------- ------- Total from investment operations (3.030) (1.900) (1.065) (1.318) 2.955 ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income -- -- -- (0.375) -- Net realized gain on investments -- -- (2.405) (4.447) (2.145) ------- ------- ------- ------- ------- Total dividends and distributions -- -- (2.405) (4.822) (2.145) ------- ------- ------- ------- ------- Net asset value, end of period $18.300 $21.330 $23.230 $26.700 $32.840 ======= ======= ======= ======= ======= Total return(2) (14.21%) (8.18%) (4.32%) (4.59%) 9.79% Ratios and supplemental data: Net assets, end of period (000 omitted) $515 $651 $1,949 $1,467 $1,860 Ratio of expenses to average net assets 1.74% 1.29% 1.57% 1.31% 1.43% Ratio of expenses to average net assets prior to expenses paid indirectly 1.74% 1.29% 1.57% 1.31% 1.46% Ratio of net investment income (loss) to average net assets (0.56%) (0.10%) 0.25% 0.79% 0.50% Ratio of net investment income (loss) to average net assets prior to expenses paid indirectly (0.56%) (0.10%) 0.25% 0.79% 0.47% Portfolio turnover 24% 60% 67% 43% 36% (1) The average shares outstanding method has been applied for per share information for the periods ended April 30, 2003, 2002, 2001, and 2000. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 11 Notes Delaware Core Equity Fund TO FINANCIAL STATEMENTS April 30, 2003 Voyageur Mutual Funds III (the "Trust") is organized as a Delaware business trust and offers two series: Delaware Core Equity Fund and Delaware Select Growth Fund. These financial statements and the related notes pertain to Delaware Core Equity Fund (the "Fund"). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C and Institutional Class shares. Class A shares are sold with front-end sales charge of up to 5.75%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Prior to November 18, 2002, the Class B contingent deferred sales charge declined from 5% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately 8 years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to a limited group of investors. The investment objective of the Fund is to seek long-term capital appreciation. 1. Significant Accounting Policies The following accounting policies are in accordance with accounting principles generally accepted in the United States and are consistently followed by the Fund: Security Valuation -- All equity securities are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. If on a particular day an equity security does not trade, then the mean between the bid and asked prices will be used. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Trustees. Federal Income Taxes -- The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting -- Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Use of Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Other -- Expenses common to all funds within the Delaware Investments Family of Funds are allocated amongst the funds on the basis of average net assets. Security transactions are recorded on the date the securities are purchased or sold (trade date). Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Delaware Core Equity Fund expects to declare and distribute all of its net investment income, if any, to shareholders as dividends annually. The Fund will distribute net capital gains, if any, annually. In addition, in order to satisfy certain distribution requirements of the Tax Reform Act of 1986, the Fund may declare special year-end dividend and capital gains distributions during November or December to shareholders of record on a date in such month. Such distributions, if received by shareholders by January 3, are deemed to have been paid by a Fund and received by shareholders on the earlier date paid or December 31 of the prior year. Certain expenses of the Fund are paid through commission arrangements with brokers. These transactions are done subject to best execution. The amount of these expenses was approximately $620 for the year ended April 30,2003. In addition, the Fund receives earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. The earnings credits for the year ended April 30,2003 were approximately $9. The expenses paid under the above arrangements are included in their respective expense captions on the Statement of Operations with the corresponding expense offset shown as "expenses paid indirectly". 2. Investment Management, Administration Agreements and Other Transactions with Affiliates In accordance with the terms of its investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.65% on the first $500 million of average daily net assets of the Fund, 0.60% on the next $500 million, 0.55% on the next $1.5 billion and 0.50% on the average daily net assets in excess $2.5 billion. DMC has entered into a sub-advisory agreement with Voyageur Asset Management, Inc. with respect to the management of the Fund. For the services provided, DMC pays Voyageur Asset Management, Inc. an annual fee. The Fund does not pay any fees directly to Voyageur Asset Management, Inc. The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC, to provide dividend disbursing, transfer agent, accounting and administration services. The Fund pays DSC a monthly fee based on the number of shareholder accounts, shareholder transactions and average net assets, subject to certain minimums. Pursuant to a distribution agreement and distribution plan, the Fund pays Delaware Distributors, L.P. (DDLP), the distributor and an affiliate of DMC, an annual fee not to exceed 0.25% of the average daily net assets of the Class A shares and 1.00% of the average daily net assets of Class B and C shares. No distribution expenses are paid by Institutional Class shares. 12 Notes Delaware Core Equity Fund TO FINANCIAL STATEMENTS (CONTINUED) 2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued) At April 30,2003, the Fund had liabilities payable to affiliates as follows: Investment management fee payable to DMC $8,186 Dividend disbursing, transfer agent fees, accounting fees and other expenses payable to DSC 17,627 Other expenses payable to DMC and affiliates 10,178 For the year ended April 30, 2003, DDLP earned $3,213 for commissions on sales of the Fund's Class A shares. Certain officers of DMC, DSC and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Fund. 3. Investments For the year ended April 30, 2003, the Fund made purchases of $6,241,541 and sales of $9,319,648 of investment securities other than short-term investments. At April 30, 2003, the cost of investments for federal income tax purposes was $25,851,717. At April 30, 2003, net unrealized depreciation was $656,454, of which $2,280,180 related to unrealized appreciation of investments and $2,936,634 related to unrealized depreciation of investments. 4. Dividend and Distribution Information Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States. There were no dividends and distributions paid during the years ended April 30, 2003 and 2002. As of April 30, 2003, the components of net assets on a tax basis were as follows: Shares of beneficial interest $29,105,490 Capital loss carryforwards (2,020,812) Post-October losses (1,260,104) Unrealized depreciation on investments (656,454) ----------- Net Assets $25,168,120 ----------- For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Such capital loss carryforwards expire as follows: $12,904 expires in 2010 and $2,007,908 expires in 2011. Post-October losses represent losses realized on investment transactions from November 1, 2002 through April 30, 2003 that, in accordance with federal income tax regulations, the Fund has elected to defer and treat as having arisen in the following fiscal year. 5. Capital Shares Transactions in capital shares were as follows: Year Ended 4/30/03 4/30/02 Shares sold: Class A 147,473 138,192 Class B 73,466 43,917 Class C 32,400 25,130 Institutional Class 5,399 8,270 -------- -------- 258,738 215,509 -------- -------- Shares repurchased: Class A (294,170) (253,523) Class B (50,076) (56,638) Class C (22,573) (19,423) Institutional Class (7,802) (61,647) -------- -------- (374,621) (391,231) -------- -------- Net decrease (115,883) (175,722) ======== ======== For the year ended April 30, 2003, 561 Class B shares were converted to 530 Class A shares valued at $9,328. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and the Statement of Changes in Net Assets. 6. Line of Credit The Fund, along with certain other funds in the Delaware Investments Family of Funds (the "Participants"), participates in a $202,300,000 revolving line of credit facility to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each fund's allocation of the entire facility. The Participants may borrow up to a maximum of one third of their net assets under the agreement. The Fund had no amounts outstanding as of April 30, 2003 or at any time during the fiscal year. 13 Report OF INDEPENDENT AUDITORS To the Shareholders and Board of Trustees Voyageur Mutual Funds III - Delaware Core Equity Fund We have audited the accompanying statement of net assets of Delaware Core Equity Fund (the "Fund") as of April 30, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Delaware Core Equity Fund at April 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the 5 years in the period then ended, in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP Philadelphia, Pennsylvania June 6, 2003 14 Delaware Investments Family of Funds BOARD OF DIRECTORS/TRUSTEES AND OFFICERS ADDENDUM A mutual fund is governed by a Board of Trustees which has oversight responsibility for the management of a fund's business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor and others that perform services for the fund. The independent fund trustees, in particular, are advocates for shareholder interests. The following is a list of the Trustees/Officers and certain background and related information. Principal Number of Other Name, Position(s) Occupation(s) Portfolios in Fund Directorships Address Held with Length of Time During Complex Overseen Held by and Birthdate Fund(s) Served Past 5 Years by Trustee Trustee - ----------------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEES Jude to Driscoll(2) Chairman and 3 Years - Since August 2000, 89 None 2005 Market Street Trustee(5) Executive Officer Mr. Driscoll has served in Philadelphia, PA various executive capacities 19103 Trustee as of at different times at May 15, 2003 Delaware Investments(1) March 10, 1963 Senior Vice President and Director of Fixed-Income Process- Conseco Capital Management (June 1998-August 2000) Managing Director- NationsBanc Capital Markets (February 1996-June 1998) David K. Downes(3) President, 10 Years - Mr. Downes has 107 Director/President - 2005 Market Street Chief Executive Executive Officer served in various Lincoln National Philadelphia, PA Officer, executive capacities Convertible Securities 19103 Chief Financial 4 Years - Trustee at different times Fund, Inc. Officer and Trustee at Delaware Investments January 8, 1940 Director/President - Lincoln National Income Fund, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES Walter P. Babich Trustee 15 Years Board Chairman - 107 None 2005 Market Street Citadel Constructors, Corporation Philadelphia, PA (1989 - Present) 19103 October 1, 1927 John H. Durham Trustee 24 Years(4) Private Investor 107 Trustee - 2005 Market Street Abington Memorial Philadelphia, PA Hospital 19103 August 7, 1937 President/Director - 22 WR Corporation John A. Fry Trustee(5) 2 Years President - 89 None 2005 Market Street Franklin & Marshall College Philadelphia, PA (June 2002 - Present) 19103 Executive Vice President - University of Pennsylvania May 28, 1960 (April 1995 - June 2002) 15 Principal Number of Other Name, Position(s) Occupation(s) Portfolios in Fund Directorships Address Held with Length of Time During Complex Overseen Held by and Birthdate Fund(s) Served Past 5 Years by Trustee/Officer Trustee/Officer - ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES (CONTINUED) Anthony D. Knerr Trustee 10 Years Founder/Managing Director - 107 None 2005 Market Street Anthony Knerr & Associates Philadelphia, PA (Strategic Consulting) 19103 (1990 - Present) December 7, 1938 Ann R. Leven Trustee 14 Years Treasurer/Chief Fiscal Officer - 107 Director - 2005 Market Street National Gallery of Art Systemax, Inc. Philadelphia, PA (1994 - 1999) 19103 Director - Andy Warhol Foundation November 1, 1940 Thomas F. Madison Trustee 9 Years President/Chief 107 Director - 2005 Market Street Executive Officer - CenterPoint Energy Philadelphia, PA MLM Partners, Inc. 19103 (Small Business Investing Director - Digital and Consulting) River Inc. (January 1993 - Present) February 25, 1936 Director - Rimage Corporation Director - Valmont Industries, Inc. Janet L. Yeomans Trustee 4 Years Vice President/Mergers & 107 None 2005 Market Street Acquisitions - 3M Corporation Philadelphia, PA (January 2003 - Present) 19103 Ms. Yeomans has held July 31, 1948 various management positions at 3M Corporation since 1983. - ----------------------------------------------------------------------------------------------------------------------------------- OFFICERS Richelle S. Maestro Senior Vice President, 4 Years Ms. Maestro has served in 107 None 2005 Market Street General Counsel various executive capacities Philadelphia, PA and Secretary at different times at 19103 Delaware Investments. November 26, 1957 Michael P. Bishof Senior Vice President 7 Years Mr. Bishof has served in 107 None 2005 Market Street and Treasurer various executive capacities Philadelphia, PA at different times at 19103 Delaware Investments. August 18, 1962 (1) Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Registrant's investment advisor, principal underwriter and its transfer agent. (2) Mr. Driscoll is considered to be an "Interested Trustee" because he is an executive officer of the Fund's manager and distributor. (3) Mr. Downes is considered to be an "Interested Trustee" because he is an executive officer of the Fund's manager, distributor, accounting service provider and transfer agent. (4) Mr. Durham served as a Director Emeritus from 1995 through 1998. (5) Mr. Driscoll and Mr. Fry are not Trustees of the portfolios of Voyageur Insured Funds, Voyageur Intermediate Tax Free Funds, Voyageur Investment Trust, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III and Voyageur Tax Free Funds. The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling 800 523-1918. 16 Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) This annual report is for the information of Delaware Core Equity Fund shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Delaware Core Equity Fund and the Delaware Investments Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results which are not a guarantee of future results. The return and principal value of an investment in the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Board of Trustees Affiliated Officers Contact Information Walter P. Babich Jude T. Driscoll Investment Manager Board Chairman Chairman Delaware Management Company Citadel Construction Corporation Delaware Investments Family of Funds Philadelphia, PA King of Prussia, PA Philadelphia, PA International Affiliate David K. Downes Michael P. Bishof Delaware International Advisers Ltd. President and Chief Executive Officer Senior Vice President and Treasurer London, England Delaware Investments Family of Funds Delaware Investments Family of Funds Philadelphia, PA Philadelphia, PA Subadvisor Voyageur Asset Management, Inc. John H. Durham Richelle S. Maestro Minneapolis, MN Private Investor Senior Vice President, Gwynedd Valley, PA General Counsel and Secretary National Distributor Delaware Investments Family of Funds Delaware Distributors, L.P. Anthony D. Knerr Philadelphia, PA Philadelphia, PA Managing Director Anthony Knerr & Associates Shareholder Servicing, Dividend New York, NY Disbursing and Transfer Agent Delaware Service Company, Inc. Ann R. Leven 2005 Market Street Former Treasurer/Chief Fiscal Officer Philadelphia, PA 19103-7094 National Gallery of Art Washington, DC For Shareholders 800 523-1918 Thomas F. Madison President and Chief Executive Officer For Securities Dealers and Financial MLM Partners, Inc. Institutions Representatives Only Minneapolis, MN 800 362-7500 Janet L. Yeomans Web site Vice President/Mergers & Acquisitions www.delawareinvestments.com 3M Corporation St. Paul, MN (7810) Printed in the USA AR-409 [4/03] VGR 6/03 J9203 Delaware Investments(SM) -------------------------------------- A member of Lincoln Financial Group(R) GROWTH-EQUITY Annual Report 2003 - -------------------------------------------------------------------------------- DELAWARE SELECT GROWTH FUND [LOGO] POWERED BY RESEARCH.(SM) Table OF CONTENTS - ----------------------------------------------------------------- PORTFOLIO MANAGEMENT REVIEW 1 - ----------------------------------------------------------------- PERFORMANCE SUMMARY 3 - ----------------------------------------------------------------- FINANCIAL STATEMENTS: Statement of Net Assets 4 Statement of Operations 6 Statements of Changes in Net Assets 7 Financial Highlights 8 Notes to Financial Statements 12 - ----------------------------------------------------------------- REPORT OF INDEPENDENT AUDITORS 14 - ----------------------------------------------------------------- BOARD OF TRUSTEES/OFFICERS 15 - ----------------------------------------------------------------- Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested. Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. (C) 2003 Delaware Distributors, L.P. Portfolio Delaware Select Growth Fund MANAGEMENT REVIEW May 9, 2003 Fund Manager Gerald S. Frey Senior Portfolio Manager Q: How did the Fund perform during the year and how did it fare versus the broad market? A: The past fiscal year saw stocks continue the decline that started in March of 2000. The early part of the period was marked by continued concerns over the timing and pace of the economic rebound, as well as a loss of confidence in the quality of company's financial results because of well-publicized corporate scandals. The latter part of the year brought renewed optimism, however, as stocks rallied following the war with Iraq. Delaware Select Growth Fund suffered losses as well for the year, returning - -17.69% (Class A shares at net asset value with distributions reinvested) for the fiscal year ended April 30, 2003. The Fund's performance trailed the benchmark Russell 3000 Growth Index, which dropped -15.01% and fell slightly below the -17.17% return of the Lipper Multi-Cap Growth Funds Average. Losses for the year were nearly universal, as most sectors of the Russell 3000 Growth Index posted double-digit declines. Delaware Select Growth Fund's relative underperformance was concentrated in the early part of the fiscal year. The Fund outperformed the Russell 3000 Growth Index by more than six percentage points during the last six months of the year -- stemming from performance during the October-November rally. Q: What strategies did you pursue given the challenging environment for stocks? A: We are obviously pleased by the market's recent strength and were able to participate in the recent rally. Still, we see a return to the extraordinary gains of the late 1990's as unlikely. We took the March-April rally as an opportunity to harvest gains in those equities that we believe did not justify their current valuation. We remain committed, however, to holding onto those stocks that we perceive to be market leaders and which should benefit the most once overall economic activity fully recovers. As long-term investors, we believe there is little opportunity to benefit from short-term volatility. We intend to remain focused on finding and acquiring those stocks that, in our opinion, should be market leaders once attention is shifted back to company fundamentals and overall economic conditions. Q: Which of the Fund's holdings struggled during the fiscal year? A: Charter Communications was one of the Fund's biggest contributors to negative performance during the year. Charter's decline was attributable in large part to questions over the reliability of the company's financial statements and concerns about the long-term viability in light of Adelphia Communications' troubles. We exited from our position in Charter Communications during the year. We remain optimistic, however, concerning the long-term attractiveness of the cable industry. This optimism was rewarded by overall positive contributions from Comcast and Mediacom Communications, our two current cable-related holdings. Technology stocks also suffered during the year as the substantial decline in overall capital spending continued. Total Return For the period ended April 30, 2003 One Year Delaware Select Growth Fund -- Class A Shares -17.69% Russell 3000 Growth Index -15.01% Lipper Multi-Cap Growth Funds Average (434 funds) -17.17% - -------------------------------------------------------------------------------- All performance shown above is at net asset value without the effect of sales charges and assumes reinvestment of all distributions. Performance information for all Fund classes and a description of the index can be found on page 3. The Lipper Multi-Cap Growth Funds Average represents the average return of multi-cap mutual funds tracked by Lipper (Source: Lipper Inc.). You cannot invest directly in an index. Past performance is not a guarantee of future results. 1 ================================================================================ PORTFOLIO CHARACTERISTICS As of April 30, 2003 - -------------------------------------------------------------------------------- Beta* 1.57 - -------------------------------------------------------------------------------- Average Price-to-Earnings Ratio** 18.39 - -------------------------------------------------------------------------------- Median Market Capitalization $3.09 billion - -------------------------------------------------------------------------------- Portfolio Turnover 69% - -------------------------------------------------------------------------------- *Beta is a measure of risk relative to the S&P 500 Index. A number less than 1.0 means less historical price volatility than the Index. A number higher than 1.0 means more historical volatility. **P/E is based on analysts' forward earnings estimates as reported by Thomson Financial/First Call. ================================================================================ Brocade Communications and Micrel were two technology-related companies that failed to deliver expected growth, and each declined substantially. We became concerned about the ability of Brocade to ultimately deliver strong growth in earnings and sales, and we eventually exited from the stock during the year. We remain optimistic about Micrel's long-term prospects and have maintained a position in this stock. Q: Which holdings performed well during the difficult year? A: Homebuilders and insurers were two areas that did well during the past year. Centex was the Fund's biggest positive contributor to performance during the year, as homebuilders continued to benefit from a low interest rate environment and delivered strong earnings and sales growth. Insurers, particularly those involved in property and casualty, benefited from a strong pricing environment. HCC Insurance Holdings was up for the year as a result of this trend. Top 10 Holdings As of April 30, 2003 Percentage Company Sector of Net Assets - ------------------------------------------------------------------------------- 1. Clear Channel Business Services 3.74% Communications - ------------------------------------------------------------------------------- 2. Cendant Business Services 3.41% - ------------------------------------------------------------------------------- 3. Kohl's Consumer Non-Durables 3.04% - ------------------------------------------------------------------------------- 4. HCC Insurance Insurance 2.72% Holdings - ------------------------------------------------------------------------------- 5. IndyMac Bancorp Banking & Finance 2.64% - ------------------------------------------------------------------------------- 6. PartnerRe Insurance 2.63% - ------------------------------------------------------------------------------- 7. Mediacom Consumer Services 2.56% Communications - ------------------------------------------------------------------------------- 8. Amgen Healthcare & Pharmaceuticals 2.50% - ------------------------------------------------------------------------------- 9. Ambac Insurance 2.47% Financial Group - ------------------------------------------------------------------------------- 10. Bed Bath & Beyond Consumer Non-Durables 2.46% - ------------------------------------------------------------------------------- 2 Delaware SELECT GROWTH FUND Fund Basics As of April 30, 2003 - ---------------------------------------------- Fund Objective: The Fund seeks long-term capital appreciation. - ---------------------------------------------- Total Fund Net Assets: $597.57 million - ---------------------------------------------- Number of Holdings: 67 - ---------------------------------------------- Fund Start Date: May 16, 1994 - ---------------------------------------------- Your Fund Manager: Gerald S. Frey, who leads the Delaware Investments growth team, received a bachelor's degree in economics from Bloomsburg University and attended Wilkes College and New York University. Prior to joining Delaware Investments in 1996, he was a Senior Director with Morgan Grenfell Capital Management in New York, where he managed technology- related stocks. - ---------------------------------------------- Nasdaq Symbols: Class A DVEAX Class B DVEBX Class C DVECX Fund Performance Average Annual Total Returns Through April 30, 2003 Lifetime Five Years One Year - -------------------------------------------------------------------------------- Class A (Est. 5/16/94) Excluding Sales Charge +10.57% -2.69% -17.69% Including Sales Charge +9.84% -3.83% -22.43% - -------------------------------------------------------------------------------- Class B (Est. 4/16/96) Excluding Sales Charge +9.24% -3.44% -18.33% Including Sales Charge +9.24% -3.85% -21.60% - -------------------------------------------------------------------------------- Class C (Est. 5/20/94) Excluding Sales Charge +9.74% -3.42% -18.27% Including Sales Charge +9.74% -3.42% -19.09% - -------------------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of 0.25%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime (since 5/16/94), five-year, and one-year periods ended April 30, 2003 for Delaware Select Growth Fund's Institutional Class were +10.75%, -2.45%, and -17.50%, respectively. Institutional Class shares were first made available on August 28, 1997 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. Institutional class performance prior to August 28, 1997 is based on Class A performance and was adjusted to eliminate the sales charge, but not the asset-based distribution charge of Class A shares. An expense limitation was in effect for all classes of Delaware Select Growth Fund during the periods shown. Performance would have been lower had the expense limitation not been in effect. The performance table and graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. Nasdaq Institutional Class symbol: VAGGX Performance of a $10,000 Investment May 16, 1994 (Fund's inception) through April 30, 2003 Delaware Select Growth Fund - Class A Shares Russell 3000 Growth Index 5/31/94 $ 9,350 $10,000 4/31/95 $ 9,802 $11,720 4/31/96 $12,843 $15,616 4/31/97 $13,378 $18,450 4/31/98 $26,568 $26,220 4/31/99 $34,122 $32,416 4/31/00 $50,478 $41,450 4/31/01 $34,545 $28,284 4/31/02 $28,160 $22,828 4/31/03 $23,178 $19,402 Chart assumes $10,000 invested on May 16, 1994 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. The chart also assumes $10,000 invested in the Russell 3000 Growth Index as of that month's end, May 31, 1994. After May 31, 1994, returns plotted on the chart were as of the last day of each month shown. The Russell 3000 Growth Index is a broad market index measuring performance of growth-oriented companies with a wide range of market capitalizations. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 3 Statement Delaware Select Growth Fund OF NET ASSETS April 30, 2003 Number of Market Shares Value Common Stock - 96.62% Banking & Finance - 9.31% City National 267,600 $11,017,092 IndyMac Bancorp 708,500 15,785,380 LaBranche & Co. 212,100 3,516,618 Lehman Brothers Holdings 173,800 10,944,186 TCF Financial 279,200 11,056,320 Webster Financial 87,600 3,288,504 ----------- 55,608,100 ----------- Business Services - 9.41% +*Cendant 1,427,800 20,388,984 +Clear Channel Communications 571,400 22,347,454 Manpower 220,200 7,240,176 +United Rentals 608,400 6,266,520 ----------- 56,243,134 ----------- Consumer Durables - 5.22% Centex 222,000 14,656,440 D.R. Horton 365,300 8,657,610 *Lennar 87,000 4,718,880 +WCI Communities 229,200 3,169,836 ----------- 31,202,766 ----------- Consumer Non-Durables - 12.76% +*Amazon.com 164,000 4,701,880 +Bed Bath & Beyond 372,600 14,721,426 Gap 488,100 8,117,103 +Kohl's 319,500 18,147,600 +*Krispy Kreme Doughnuts 337,200 10,952,256 Lowe's Companies 235,000 10,314,150 +Staples 488,800 9,306,752 ----------- 76,261,167 ----------- Consumer Services - 12.31% +Brinker International 355,150 11,276,013 +Comcast Special Class A 387,100 11,636,226 Darden Restaurants 315,600 5,526,156 Landry's Restaurants 384,700 7,193,890 *Marriott International Class A 180,500 6,481,755 +Mediacom Communications 1,528,900 15,273,711 *Royal Caribbean Cruises 542,800 10,079,796 +Westwood One 174,900 6,104,010 ----------- 73,571,557 ----------- Energy - 1.41% *Devon Energy 59,600 2,816,100 +Noble 180,800 5,595,760 ----------- 8,411,860 ----------- Healthcare & Pharmaceuticals - 16.99% Allergan 123,600 8,682,900 +Amgen 243,300 14,916,722 +*Conceptus 1,013,500 10,570,805 +Enzon 581,700 7,980,924 +IntraBiotics Pharmaceuticals 101,175 192,233 Johnson & Johnson 118,000 6,650,480 +Medimmune 168,900 5,957,103 Merck & Co. 126,000 7,330,680 Number of Market Shares Value Common Stock (continued) Healthcare & Pharmaceuticals (continued) +Nektar Therapeutics 832,600 $ 6,677,452 +Pain Therapeutics 2,138,500 6,885,970 Pfizer 299,500 9,209,625 +Protein Design Labs 869,300 8,632,149 +Wellpoint Health Networks 103,400 7,852,196 ------------ 101,539,239 ------------ Insurance - 14.00% Ambac Financial Group 253,300 14,780,055 Berkley (W.R.) 256,400 11,907,216 Fidelity National Financial 247,000 8,496,800 First American Financial 217,400 5,761,100 HCC Insurance Holdings 590,200 16,230,500 *PartnerRe 293,900 15,723,650 RenaissanceRe Holdings 147,800 6,546,062 XL Capital Limited Class A 51,400 4,230,220 ------------ 83,675,603 ------------ Technology - 14.41% +Analog Devices 439,400 14,552,928 +Applied Micro Circuits 1,416,600 6,346,368 +Ciena 523,589 2,549,878 +*Emulex 245,500 5,030,295 +EOS International 3,735,100 974,861 Henry (Jack) & Associates 455,100 5,929,953 Linear Technology 250,900 8,648,523 +Micrel 554,100 6,488,511 +Network Appliance 668,900 8,882,992 +Novellus Systems 210,000 5,888,400 +Quest Software 804,100 8,603,870 +Xilinx 449,600 12,170,672 ------------ 86,067,251 ------------ Transportation - 0.80% Arkansas Best 189,700 4,808,895 ------------ 4,808,895 ------------ Total Common Stock (cost $595,216,420) 577,389,572 ------------ Principal Amount Federal Agency (Discount Notes) - 2.59% Fannie Mae 1.17% 5/1/03 $7,625,000 7,625,000 Freddie Mac 1.19% 5/6/03 7,855,000 7,853,713 ------------ Total Federal Agency (Discount Notes) (cost $15,478,713) 15,478,713 ------------ 4 Statement Delaware Select Growth Fund OF NET ASSETS (CONTINUED) Total Market Value of Securities - 99.21% (cost $610,695,133) $592,868,285 Short Term Investments held as Collateral for Loaned Securities - 6.61% (cost $39,491,214)++ 39,491,214 Obligation to Return Securities Lending Collateral - (6.61%)++ (39,491,214) Receivables and Other Assets Net of Liabilities - 0.79% 4,701,200 ------------ Net Assets Applicable to 37,314,364 Shares Outstanding - 100.00% $597,569,485 ============ Net Asset Value - Delaware Select Growth Fund Class A ($208,395,348 / 12,479,239 Shares) $16.70 ------ Net Asset Value - Delaware Select Growth Fund Class B ($257,541,700 / 16,515,011 Shares) $15.59 ------ Net Asset Value - Delaware Select Growth Fund Class C ($95,552,082 / 6,193,979 Shares) $15.43 ------ Net Asset Value - Delaware Select Growth Fund Institutional Class ($36,080,355 / 2,126,135 Shares) $16.97 ------ Components of Net Assets at April 30, 2003: Shares of beneficial interest (unlimited authorization - no par) $1,440,987,304 Accumulated net realized loss on investments (825,590,971) Net unrealized depreciation of investments (17,826,848) -------------- Total net assets $ 597,569,485 ============== +Non-income producing security for the year ended April 30, 2003. ++See Note 7 in "Notes to Financial Statements". *Security is fully or partially on loan. Net Asset Value and Offering Price per Share - Delaware Select Growth Fund Net asset value Class A (A) $16.70 Sales charge (5.75% of offering price, or 6.11% of amount invested per share) (B) 1.02 ------ Offering price $17.72 ====== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 5 Statement Delaware Select Growth Fund OF OPERATIONS Year Ended April 30, 2003 Investment Income: Dividends $3,417,629 Interest 458,330 Security lending income 17,455 $ 3,893,414 ---------- ------------ Expenses: Management fees 4,971,458 Distribution expenses -- Class A 579,146 Distribution expenses -- Class B 2,889,394 Distribution expenses -- Class C 1,113,985 Dividend disbursing and transfer agent fees and expenses 4,528,694 Reports and statements to shareholders 462,696 Accounting and administration expenses 302,302 Professional fees 72,825 Custodian fees 42,633 Registration fees 35,808 Trustees' fees 28,952 Other 226,310 15,254,203 --------- Less expenses absorbed or waived (2,219,750) Less expenses paid indirectly (18,213) ------------- Total operating expenses 13,016,240 ------------- Net Investment Loss (9,122,826) ------------- Net Realized and Unrealized Loss on Investments: Net realized loss on investments (136,078,996) Net change in unrealized appreciation/depreciation of investments (38,859,699) ------------- Net Realized and Unrealized Loss on Investments (174,938,695) ------------- Net Decrease in Net Assets Resulting from Operations $(184,061,521) ============= See accompanying notes 6 Statements Delaware Select Growth Fund OF CHANGES IN NET ASSETS Year Ended 4/30/03 4/30/02 Decrease in Net Assets from Operations: Net investment loss $ (9,122,826) $ (15,146,908) Net realized loss on investments (136,078,996) (195,105,184) Net change in unrealized appreciation/depreciation of investments (38,859,699) (38,676,805) ------------- -------------- Net decrease in net assets resulting from operations (184,061,521) (248,928,897) ------------- -------------- Capital Share Transactions: Proceeds from shares sold: Class A 40,791,531 85,294,801 Class B 14,055,201 51,031,068 Class C 10,150,138 27,694,723 Institutional Class 27,161,082 25,529,999 ------------- -------------- 92,157,952 189,550,591 ------------- -------------- Cost of shares repurchased: Class A (104,341,837) (143,086,455) Class B (97,967,081) (108,050,349) Class C (49,204,016) (64,827,282) Institutional Class (33,391,062) (13,041,411) ------------- -------------- (284,903,996) (329,005,497) ------------- -------------- Decrease in net assets derived from capital share transactions (192,746,044) (139,454,906) ------------- -------------- Net Decrease in Net Assets (376,807,565) (388,383,803) Net Assets: Beginning of year 974,377,050 1,362,760,853 ------------- -------------- End of year $ 597,569,485 $ 974,377,050 ============= ============== See accompanying notes 7 Financial HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Select Growth Fund Class A Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $ 20.290 $ 24.890 $ 36.380 $ 25.910 $ 20.570 Income (loss) from investment operations: Net investment loss(1) (0.147) (0.193) (0.302) (0.294) (0.203) Net realized and unrealized gain (loss) on investments (3.443) (4.407) (11.188) 12.393 5.910 -------- -------- -------- -------- -------- Total from investment operations (3.590) (4.600) (11.490) 12.099 5.707 -------- -------- -------- -------- -------- Less dividends and distributions from: Net realized gain on investments -- -- -- (1.049) (0.367) In excess of net realized gain on investments -- -- -- (0.580) -- -------- -------- -------- -------- -------- Total dividends and distributions -- -- -- (1.629) (0.367) -------- -------- -------- -------- -------- Net asset value, end of period $ 16.700 $ 20.290 $ 24.890 $ 36.380 $ 25.910 ======== ======== ======== ======== ======== Total return(2) (17.69%) (18.48%) (31.57%) 47.93% 28.43% Ratios and supplemental data: Net assets, end of period (000 omitted) $208,395 $333,172 $475,767 $632,036 $135,865 Ratio of expenses to average net assets 1.50% 1.45% 1.37% 1.29% 1.67% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 1.83% 1.50% 1.38% 1.29% 2.06% Ratio of net investment loss to average net assets (0.92%) (0.86%) (0.90%) (0.85%) (0.95%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (1.25%) (0.91%) (0.91%) (0.85%) (1.34%) Portfolio turnover 69% 127% 156% 183% 313% (1) The average shares outstanding method has been applied for per share information. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects waivers and payment of fees by the manager, as applicable. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 8 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Select Growth Fund Class B Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $ 19.090 $23.600 $34.740 $24.990 $ 20.000 Income (loss) from investment operations: Net investment loss(1) (0.259) (0.340) (0.521) (0.544) (0.350) Net realized and unrealized gain (loss) on investments (3.241) (4.170) (10.619) 11.923 5.707 -------- -------- -------- -------- -------- Total from investment operations (3.500) (4.510) (11.140) 11.379 5.357 -------- -------- -------- -------- -------- Less dividends and distributions from: Net realized gain on investments -- -- -- (1.049) (0.367) In excess of net realized gain on investments -- -- -- (0.580) -- -------- -------- -------- -------- -------- Total dividends and distributions -- -- -- (1.629) (0.367) -------- -------- -------- -------- -------- Net asset value, end of period $ 15.590 $ 19.090 $ 23.600 $ 34.740 $ 24.990 ======== ======== ======== ======== ======== Total return(2) (18.33%) (19.11%) (32.07%) 46.82% 27.41% Ratios and supplemental data: Net assets, end of period (000 omitted) $257,542 $421,578 $588,152 $674,810 $103,299 Ratio of expenses to average net assets 2.25% 2.20% 2.12% 2.04% 2.42% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.58% 2.25% 2.13% 2.04% 2.81% Ratio of net investment loss to average net assets (1.67%) (1.61%) (1.65%) (1.60%) (1.70%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (2.00%) (1.66%) (1.66%) (1.60%) (2.09%) Portfolio turnover 69% 127% 156% 183% 313% (1) The average shares outstanding method has been applied for per share information. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects waivers and payment of fees by the manager, as applicable. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 9 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Select Growth Fund Class C Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $18.890 $ 23.350 $34.370 $24.740 $ 19.800 Income (loss) from investment operations: Net investment loss(1) (0.258) (0.337) (0.517) (0.555) (0.345) Net realized and unrealized gain (loss) on investments (3.202) (4.123) (10.503) 11.814 5.652 ------- -------- -------- -------- -------- Total from investment operations (3.460) (4.460) (11.020) 11.259 5.307 ------- -------- -------- -------- -------- Less dividends and distributions from: Net realized gain on investments -- -- -- (1.049) (0.367) In excess of net realized gain on investments -- -- -- (0.580) -- ------- -------- -------- -------- -------- Total dividends and distributions -- -- -- (1.629) (0.367) ------- -------- -------- -------- -------- Net asset value, end of period $15.430 $ 18.890 $ 23.350 $ 34.370 $ 24.740 ======= ======== ======== ======== ======== Total return(2) (18.27%) (19.14%) (32.06%) 46.86% 27.45% Ratios and supplemental data: Net assets, end of period (000 omitted) $95,552 $166,246 $248,685 $304,078 $32,235 Ratio of expenses to average net assets 2.25% 2.20% 2.12% 2.04% 2.42% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.58% 2.25% 2.13% 2.04% 2.81% Ratio of net investment loss to average net assets (1.67%) (1.61%) (1.65%) (1.60%) (1.70%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (2.00%) (1.66%) (1.66%) (1.60%) (2.09%) Portfolio turnover 69% 127% 156% 183% 313% (1) The average shares outstanding method has been applied for per share information. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects waivers and payment of fees by the manager, as applicable. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 10 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Delaware Select Growth Fund Institutional Class Year Ended 4/30/03 4/30/02 4/30/01 4/30/00 4/30/99 Net asset value, beginning of period $20.570 $25.170 $ 36.690 $26.060 $20.640 Income (loss) from investment operations: Net investment loss(1) (0.106) (0.139) (0.220) (0.196) (0.155) Net realized and unrealized gain (loss) on investments (3.494) (4.461) (11.300) 12.455 5.942 ------- ------- -------- ------- ------- Total from investment operations (3.600) (4.600) (11.520) 12.259 5.787 ------- ------- -------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- -- -- (1.049) (0.367) In excess of net realized gain on investments -- -- -- (0.580) -- ------- ------- -------- ------- ------- Total dividends and distributions -- -- -- (1.629) (0.367) ------- ------- -------- ------- ------- Net asset value, end of period $16.970 $20.570 $ 25.170 $36.690 $26.060 ======= ======= ======== ======= ======= Total return(2) (17.50%) (18.28%) (31.38%) 48.29% 28.73% Ratios and supplemental data: Net assets, end of period (000 omitted) $36,080 $53,381 $ 50,157 $58,967 $17,737 Ratio of expenses to average net assets 1.25% 1.20% 1.12% 1.04% 1.42% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 1.58% 1.25% 1.13% 1.04% 1.81% Ratio of net investment loss to average net assets (0.67%) (0.61%) (0.65%) (0.60%) (0.70%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (1.00%) (0.66%) (0.66%) (0.60%) (1.09%) Portfolio turnover 69% 127% 156% 183% 313% (1) The average shares outstanding method has been applied for per share information. (2) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return reflects waivers and payment of fees by the manager, as applicable. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 11 Delaware Select Growth Fund Notes April 30, 2003 TO FINANCIAL STATEMENTS Voyageur Mutual Funds III (the "Trust") is organized as a Delaware business trust and offers two series: Delaware Core Equity Fund and Delaware Select Growth Fund. These financial statements and the related notes pertain to the Delaware Select Growth Fund (the "Fund"). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Prior to November 18, 2002, the Class B contingent deferred sales charge declined from 5% to zero depending upon the period of time the shares were held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately 8 years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to a limited group of investors. The investment objective of the Fund is to seek long-term capital appreciation which the Fund attempts to achieve by investing primarily in equity securities of companies the manager believes have the potential for high earnings growth. 1. Significant Accounting Policies The following accounting policies are in accordance with accounting principles generally accepted in the United States and are consistently followed by the Fund: Security Valuation - All equity securities are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. If on a particular day an equity security does not trade, then the mean between the bid and asked prices will be used. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Trustees. Federal Income Taxes - The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting - Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Other - Expenses common to all funds within the Delaware Investments Family of Funds are allocated amongst the funds on the basis of average net assets. Security transactions are recorded on the date the securities are purchased or sold (trade date). Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. The Fund expects to declare and distribute all of its net investment income, if any, to shareholders as dividends annually and will distribute net capital gains, if any, annually. In addition, in order to satisfy certain distribution requirement of the Tax Reform Act of 1986, the Fund may declare special year-end dividend and capital gains distributions during November or December to shareholders of record on a date in such month. Such distributions, if received by shareholders by January 1, are deemed to have been paid by the Fund and received by shareholders on the earlier of the date paid or December 31 of the prior year. Certain expenses of the Fund are paid through commission arrangements with brokers. These transactions are done subject to best execution. The amount of these expenses was approximately $16,155 for the year ended April 30, 2003. In addition, the Fund receives earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. The earnings credits for the year ended April 30, 2003 were approximately $2,058. The expenses paid under the above arrangements are included in their respective expense captions on the Statement of Operations with the corresponding expense offset shown as "expenses paid indirectly". 2. Investment Management, Administration Agreements and Other Transactions with Affiliates In accordance with the terms of its investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.75% on the first $500 million of average daily net assets of the Fund, 0.70% on the next $500 million, 0.65% on the next $1.5 billion and 0.60% on the average daily net assets in excess of $2.5 billion. DMC has contracted to waive that portion, if any, of its management fee and reimburse the Fund to the extent necessary to ensure that annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees, and extraordinary expenses, do not exceed 1.25% of average daily net assets of the Fund through December 31, 2003. The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC, to provide dividend disbursing, transfer agent, accounting and administration services. The Fund pays DSC a monthly fee based on the number of shareholder accounts, shareholder transactions and average net assets, subject to certain minimums. Pursuant to a distribution agreement and distribution plan, the Fund pays Delaware Distributors, L.P. (DDLP), the distributor and an affiliate of DMC, an annual fee not to exceed 0.25% of the average daily net assets of the Class A shares and 1.00% of the average daily net assets of the Class B and C shares. No distribution expenses are paid by the Institutional Class shares. At April 30, 2003, the Fund had liabilities payable to affiliates as follows: Investment management fee payable to DMC $113,989 Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC 426,034 Other expenses payable to DMC and affiliates 33,559 12 Notes Delaware Select Growth Fund TO FINANCIAL STATEMENTS (CONTINUED) 2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued) For the year ended April 30, 2003, DDLP earned $15,047 for commissions on sales of the Fund's Class A shares. Certain officers of DMC, DSC and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Fund. 3. Investments For the year ended April 30, 2003, the Fund made purchases of $453,768,874 and sales of $634,123,809 of investment securities other than U.S. government securities and short-term investments. At April 30, 2003, the cost of investments for federal income tax purposes was $636,646,923. At April 30, 2003, the net unrealized depreciation was $43,778,638 of which $52,289,348 related to unrealized appreciation of investments and $96,067,986 related to unrealized depreciation of investments. 4. Dividend and Distribution Information Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States. During the years ended April 30, 2003 and 2002, there were no dividends or distributions paid. As of April 30, 2003, the components of net assets on a tax basis were as follows: Shares of beneficial interest $1,440,987,304 Capital loss carryforwards (749,344,640) Post-October losses (50,294,541) Unrealized depreciation of investments (43,778,638) -------------- Net assets $597,569,485 ============== The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales. For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Such capital loss carryforwards expire as follows: $96,071,647 expires in 2009, $470,062,416 expires in 2010 and $183,210,577 expires in 2011. Post-October losses represent losses realized on investment transactions from November 1, 2002 through April 30, 2003 that, in accordance with federal income tax regulations the Fund has elected to defer and treat as having arisen in the following fiscal year. 5. Capital Shares Transactions in capital shares were as follows: Year Ended 4/30/03 4/30/02 Shares sold: Class A 2,523,282 3,848,639 Class B 911,458 2,396,103 Class C 666,563 1,313,537 Institutional Class 1,632,327 1,193,738 --------- --------- 5,733,630 8,752,017 --------- --------- Shares repurchased: Class A (6,464,267) (6,541,406) Class B (6,478,412) (5,236,524) Class C (3,275,570) (3,162,617) Institutional Class (2,101,533) (591,103) ---------- ---------- (18,319,782) (15,531,650) ---------- ---------- Net decrease (12,586,152) (6,779,633) ========== ========== For the years ended April 30, 2003 and 2002, 27,504 Class B shares were converted to 25,761 Class A shares valued at $402,609 and 617 Class B shares were converted to 582 Class A shares valued at $12,739, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the previous table and the Statements of Changes in Net Assets. 6. Line of Credit The Fund, along with certain other funds in the Delaware Investments Family of Funds (the "Participants"), participates in a $202,300,000 revolving line of credit facility to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each fund's allocation of the entire facility. The Participants may borrow up to a maximum of one third of their net assets under the agreement. The Fund had no amounts outstanding as of April 30, 2003, or at any time during the year. 7. Securities Lending The Fund, along with other funds in the Delaware Investments Family of Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with Mellon Bank N.A. ("Mellon"). Initial security loans made pursuant to the Lending Agreement are required to be secured by U.S. Treasury obligations and/or cash collateral not less than 102% of the market value of the securities issued in the United States. With respect to each loan, if the aggregate market value of the collateral held on any business day is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral not less than the applicable collateral requirements. Cash collateral received is invested in the Mellon GSL DBT II Collateral Fund, (Collateral Fund), a collective investment vehicle to be utilized by Mellon for the purpose of investment and reinvestment of cash collateral on behalf of its clients in its securities lending program. The Collateral Fund invests in high quality short-term investments with a weighted average maturity not to exceed 90 days. However, in the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Fund, or at the discretion of the lending agent, replace the loaned securities. At April 30, 2003, the market value of the securities on loan and the Fund's investment in the Collateral Fund were $38,059,410 and $39,491,214, respectively. 8. Credit and Market Risk The Fund invests a significant portion of its assets in small-and medium-sized companies and may be subject to certain risks associated with ownership of securities of small-and medium-sized companies. Investments in small-and medium-sized companies may be more volatile than investments in larger companies for a number of reasons, which include more limited financial resources or a dependence on narrow product lines. 13 Report OF INDEPENDENT AUDITORS To the Shareholders and Board of Trustees Voyageur Mutual Funds III - Delaware Select Growth Fund We have audited the accompanying statement of net assets of Delaware Select Growth Fund (the "Fund") as of April 30, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2003, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Delaware Select Growth Fund at April 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP Philadelphia, Pennsylvania June 6, 2003 14 Delaware Investments Family of Funds BOARD OF DIRECTORS/TRUSTEES AND OFFICERS ADDENDUM A mutual fund is governed by a Board of Trustees which has oversight responsibility for the management of a fund's business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor and others that perform services for the fund. The independent fund trustees, in particular, are advocates for shareholder interests. The following is a list of the Trustees/Officers and certain background and related information. Principal Number of Other Name, Position(s) Occupation(s) Portfolios in Fund Directorships Address Held with Length of Time During Complex Overseen Held by and Birthdate Fund(s) Served Past 5 Years by Trustee Trustee - ----------------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEES Jude to Driscoll(2) Chairman and 3 Years - Since August 2000, 89 None 2005 Market Street Trustee(5) Executive Officer Mr. Driscoll has served in Philadelphia, PA various executive capacities 19103 Trustee as of at different times at May 15, 2003 Delaware Investments(1) March 10, 1963 Senior Vice President and Director of Fixed-Income Process- Conseco Capital Management (June 1998-August 2000) Managing Director- NationsBanc Capital Markets (February 1996-June 1998) David K. Downes(3) President, 10 Years - Mr. Downes has 107 Director/President - 2005 Market Street Chief Executive Executive Officer served in various Lincoln National Philadelphia, PA Officer, executive capacities Convertible Securities 19103 Chief Financial 4 Years - Trustee at different times Fund, Inc. Officer and Trustee at Delaware Investments January 8, 1940 Director/President - Lincoln National Income Fund, Inc. INDEPENDENT TRUSTEES Walter P. Babich Trustee 15 Years Board Chairman - 107 None 2005 Market Street Citadel Constructors, Corporation Philadelphia, PA (1989 - Present) 19103 October 1, 1927 John H. Durham Trustee 24 Years(4) Private Investor 107 Trustee - 2005 Market Street Abington Memorial Philadelphia, PA Hospital 19103 August 7, 1937 President/Director - 22 WR Corporation John A. Fry Trustee(5) 2 Years President - 89 None 2005 Market Street Franklin & Marshall College Philadelphia, PA (June 2002 - Present) 19103 Executive Vice President - University of Pennsylvania May 28, 1960 (April 1995 - June 2002) 15 Principal Number of Other Name, Position(s) Occupation(s) Portfolios in Fund Directorships Address Held with Length of Time During Complex Overseen Held by and Birthdate Fund(s) Served Past 5 Years by Trustee/Officer Trustee/Officer - ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES (CONTINUED) Anthony D. Knerr Trustee 10 Years Founder/Managing Director - 107 None 2005 Market Street Anthony Knerr & Associates Philadelphia, PA (Strategic Consulting) 19103 (1990 - Present) December 7, 1938 Ann R. Leven Trustee 14 Years Treasurer/Chief Fiscal Officer - 107 Director - 2005 Market Street National Gallery of Art Systemax, Inc. Philadelphia, PA (1994 - 1999) 19103 Director - Andy Warhol Foundation November 1, 1940 Thomas F. Madison Trustee 9 Years President/Chief 107 Director - 2005 Market Street Executive Officer - CenterPoint Energy Philadelphia, PA MLM Partners, Inc. 19103 (Small Business Investing Director - Digital and Consulting) River Inc. (January 1993 - Present) February 25, 1936 Director - Rimage Corporation Director - Valmont Industries, Inc. Janet L. Yeomans Trustee 4 Years Vice President/Mergers & 107 None 2005 Market Street Acquisitions - 3M Corporation Philadelphia, PA (January 2003 - Present) 19103 Ms. Yeomans has held July 31, 1948 various management positions at 3M Corporation since 1983. OFFICERS Richelle S. Maestro Senior Vice President, 4 Years Ms. Maestro has served in 107 None 2005 Market Street General Counsel various executive capacities Philadelphia, PA and Secretary at different times at 19103 Delaware Investments. November 26, 1957 Michael P. Bishof Senior Vice President 7 Years Mr. Bishof has served in 107 None 2005 Market Street and Treasurer various executive capacities Philadelphia, PA at different times at 19103 Delaware Investments. August 18, 1962 (1) Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Registrant's investment advisor, principal underwriter and its transfer agent. (2) Mr. Driscoll is considered to be an "Interested Trustee" because he is an executive officer of the Fund's manager and distributor. (3) Mr. Downes is considered to be an "Interested Trustee" because he is an executive officer of the Fund's manager, distributor, accounting service provider and transfer agent. (4) Mr. Durham served as a Director Emeritus from 1995 through 1998. (5) Mr. Driscoll and Mr. Fry are not Trustees of the portfolios of Voyageur Insured Funds, Voyageur Intermediate Tax Free Funds, Voyageur Investment Trust, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III and Voyageur Tax Free Funds. The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling 800 523-1918. 16 Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) This annual report is for the information of Delaware Select Growth Fund shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Delaware Select Growth Fund and the Delaware Investments Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results which are not a guarantee of future results. The return and principal value of an investment in the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Board of Trustees Affiliated Officers Contact Information Walter P. Babich Jude T. Driscoll Investment Manager Board Chairman Chairman Delaware Management Company Citadel Construction Corporation Delaware Investments Family of Funds Philadelphia, PA King of Prussia, PA Philadelphia, PA International Affiliate David K. Downes Michael P. Bishof Delaware International Advisers Ltd. President and Chief Executive Officer Senior Vice President and Treasurer London, England Delaware Investments Family of Funds Delaware Investments Family of Funds Philadelphia, PA Philadelphia, PA National Distributor Delaware Distributors, L.P. John H. Durham Richelle S. Maestro Philadelphia, PA Private Investor Senior Vice President, Gwynedd Valley, PA General Counsel and Secretary Shareholder Servicing, Dividend Delaware Investments Family of Funds Disbursing and Transfer Agent Anthony D. Knerr Philadelphia, PA Delaware Service Company, Inc. Managing Director 2005 Market Street Anthony Knerr & Associates Philadelphia, PA 19103-7094 New York, NY For Shareholders Ann R. Leven 800 523-1918 Former Treasurer/Chief Fiscal Officer National Gallery of Art For Securities Dealers and Financial Washington, DC Institutions Representatives Only 800 362-7500 Thomas F. Madison President and Chief Executive Officer Web site MLM Partners, Inc. www.delawareinvestments.com Minneapolis, MN Janet L. Yeomans Vice President/Mergers & Acquisitions 3M Corporation St. Paul, MN (7801) Printed in the USA AR-316 [4/03] VGR 6/03 J9202 Item 2. Code of Ethics Not applicable. Item 3. Audit Committee Financial Expert Not applicable. Item 4. Principal Accountant Fees and Services Not applicable. Item 5. Audit Committee of Listed Registrants Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable. Item 8. [Reserved] Item 9. Controls and Procedures The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in ensuring that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their last evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Exhibits (a) Code of Ethics Not applicable. (b) (1) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2 under the Investment Company Act of 1940 are attached hereto as Exhibit 99.CERT. (2) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized. Name of Registrant: Voyageur Mutual Funds III By: David K. Downes Title: President Date: July 9, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: David K. Downes Title: President Date: July 9, 2003 By: Michael P. Bishof Title: Treasurer Date: July 9, 2003