SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP ADVISER FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP CASH RESERVE
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP EQUITY FUNDS I
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP EQUITY FUNDS II
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP EQUITY FUNDS III
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP EQUITY FUNDS IV
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP EQUITY FUNDS V
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP FOUNDATION FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP GOVERNMENT FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP INCOME FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP TAX FREE FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE GROUP TAX FREE MONEY FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
DELAWARE POOLED TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR INSURED FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR INTERMEDIATE TAX-FREE FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR MUTUAL FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR MUTUAL FUNDS II
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR MUTUAL FUNDS III
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. _________________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
VOYAGEUR TAX-FREE FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
Delaware
Investments(SM)
- --------------------------------------
A member of Lincoln Financial Group(R)
PROXY MATERIALS
Delaware Group Adviser Funds Delaware Group State Tax-Free Income Trust
Delaware Group Cash Reserve Delaware Group Tax Fee Fund
Delaware Group Equity Funds I Delaware Group Tax Fee Money Fund
Delaware Group Equity Funds II Delaware Pooled Trust
Delaware Group Equity Funds III Voyageur Insured Funds
Delaware Group Equity Funds IV Voyageur Intermediate Tax Free Funds
Delaware Group Equity Funds V Voyageur Investment Trust
Delaware Group Foundation Funds Voyageur Mutual Funds
Delaware Group Global & International Funds Voyageur Mutual Funds II
Delaware Group Government Fund Voyageur Mutual Funds III
Delaware Group Income Funds Voyageur Tax Free Funds
Delaware Group Limited-Term Funds
Dear Shareholder:
I am writing to let you know that a meeting of shareholders of the Delaware
Investments mutual funds mentioned above (the "Trusts") will be held on
March 15, 2005. The purpose of the meeting is to vote on several important
proposals that affect the Trusts and each of their separate series (each, a
"Fund" and, collectively, the "Funds") and your investment in them. As a
shareholder, you have the opportunity to voice your opinion on the matters
that affect your Funds. This package contains information about the proposals
and the materials to use when voting by mail, by telephone or through the
Internet.
Please read the enclosed materials and cast your vote promptly. YOUR VOTE IS
EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
All of the proposals have been carefully reviewed by the respective Boards of
Trustees. The Trustees, most of whom are not affiliated with Delaware
Investments, are responsible for protecting your interests as a shareholder.
The Trustees believe these proposals are in the best interests of
shareholders. They recommend that you vote FOR each proposal.
The enclosed Q&A is provided to assist you in understanding the proposals.
Each of the proposals is described in greater detail in the enclosed Proxy
Statement/Prospectus.
VOTING IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. To cast your vote,
simply complete the proxy card(s) enclosed in this package. Be sure to sign
the card(s) before mailing it in the postage-paid envelope. You may also vote
your shares by touch-tone telephone or through the Internet. Simply call the
toll-free number or visit the web site indicated on your proxy card(s), enter
the control number found on the card(s), and follow the recorded or online
instructions.
If you have any questions before you vote, please call Georgeson Shareholder
Communications, Inc., the Funds' proxy solicitor, at 877-288-8312 (toll free).
They will be glad to help you get your vote in quickly. You may also receive a
telephone call from Georgeson Shareholder Communications, Inc. reminding you
to vote your shares. Thank you for your participation in this important
initiative.
Sincerely,
/s/ Jude T. Driscoll
Jude T. Driscoll
Chairman and Chief Executive Officer
PX-CPLX
[THIS PAGE INTENTIONALLY LEFT BLANK]
Delaware
Investments(SM)
- --------------------------------------
A member of Lincoln Financial Group(R)
NOTICE OF JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 15, 2005
To the Shareholders of:
Delaware Group Adviser Funds Delaware Group State Tax-Free Income Trust
Delaware Group Cash Reserve Delaware Group Tax Fee Fund
Delaware Group Equity Funds I Delaware Group Tax Fee Money Fund
Delaware Group Equity Funds II Delaware Pooled Trust
Delaware Group Equity Funds III Voyageur Insured Funds
Delaware Group Equity Funds IV Voyageur Intermediate Tax Free Funds
Delaware Group Equity Funds V Voyageur Investment Trust
Delaware Group Foundation Funds Voyageur Mutual Funds
Delaware Group Global & International Funds Voyageur Mutual Funds II
Delaware Group Government Fund Voyageur Mutual Funds III
Delaware Group Income Funds Voyageur Tax Free Funds
Delaware Group Limited-Term Funds
NOTICE IS HEREBY GIVEN that a Joint Meeting (the "Meeting") of Shareholders
of certain open-end registered investment companies within the Delaware
Investments Family of Funds listed above (each, a "Trust"), along with
Delaware VIP Trust, which is issuing separate proxy solicitation materials,
will be held at the offices of Delaware Investments located at 2001 Market
Street, 2nd Floor Auditorium, Philadelphia, PA 19103, on March 15, 2005 at
4:00 p.m., Eastern time. The Meeting is being called for the following
reasons:
1. To elect a Board of Trustees for each of the Trusts. The nominees
for election to the Boards of Trustees are:
Thomas L. Bennett Ann R. Leven
Jude T. Driscoll Thomas F. Madison
John A. Fry Janet L. Yeomans
Anthony D. Knerr J. Richard Zecher
Lucinda S. Landreth
2. To approve the use of a "manager of managers" structure whereby the
investment manager will be able to hire and replace subadvisers
without shareholder approval.
3. For shareholders of the Delaware Tax-Free Florida Insured Fund, the
Delaware Tax-Free Missouri Insured Fund and the Delaware Tax-Free
Oregon Insured Fund, to approve the redomestication of Voyageur
Investment Trust from a Massachusetts business trust to a Delaware
statutory trust.
4. To vote upon any other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record of the Trusts as of the close of business on
December 10, 2004 are entitled to notice of, and to vote at, the Meeting or
any adjournment thereof. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
VOTE YOUR SHARES BY RETURNING THE PROXY CARD BY MAIL IN THE ENCLOSED
POSTAGE-PAID ENVELOPE PROVIDED, OR BY VOTING BY TELEPHONE OR OVER THE
INTERNET. YOUR VOTE IS IMPORTANT.
By Order of the Board of Trustees,
/s/ Richelle S. Maestro
--------------------------------
Richelle S. Maestro
Secretary
December 30, 2004
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND TO SAVE THE EXPENSE OF
FURTHER MAILINGS, PLEASE MARK YOUR PROXY CARD, SIGN IT, AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
IF YOU PREFER, YOU MAY INSTEAD VOTE BY TELEPHONE OR THE INTERNET. YOU MAY
REVOKE YOUR PROXY AT ANY TIME AT OR BEFORE THE MEETING OR VOTE IN PERSON IF
YOU ATTEND THE MEETING, AS PROVIDED IN THE ATTACHED PROXY STATEMENT.
MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TRUST AND WILL RECEIVE PROXY
CARDS AND/OR PROXY MATERIAL FOR EACH TRUST OWNED. PLEASE SIGN AND PROMPTLY
RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER
OF SHARES OWNED.
PROXY STATEMENT
TABLE OF CONTENTS
PAGE
----
WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON? ........................... 2
PROPOSAL ONE: TO ELECT A BOARD OF TRUSTEES .............................. 2
Who are the nominees for Trustee? ...................................... 2
What vote is required to elect the nominees? ........................... 7
PROPOSAL 2: TO APPROVE A MANAGER OF MANAGERS STRUCTURE .................. 8
Why am I being asked to vote on this Proposal? ......................... 8
How does this Proposal affect my right to vote on Subadvisory
Agreements?............................................................ 9
What are the conditions of the Order and the Rule? ..................... 9
What are the benefits to the Funds? .................................... 11
What did the Boards consider in reviewing this Proposal? ............... 11
What vote is required to approve Proposal 2? ........................... 12
PROPOSAL 3 - APPROVAL OF AN AGREEMENT AND PLAN OF REDOMESTICATION THAT
PROVIDES FOR THE REORGANIZATION OF VOYAGEUR INVESTMENT TRUST FROM A
MASSACHUSETTS BUSINESS TRUST TO A DELAWARE STATUTORY TRUST............. 12
Why am I being asked vote on the Redomestication? ...................... 12
What will the Redomestication mean for the series of Voyageur
Investment Trust and for you?.......................................... 12
Why are the Trustees recommending approval of the Agreement and the
Redomestication?....................................................... 12
What are the advantages of a Delaware statutory trust? ................. 13
How do the Massachusetts business trust law and Voyageur Investment
Trust's governing documents compare to
the Delaware statutory trust Law and the DE Trust's governing
documents?............................................................. 13
What are the procedures and consequences of the Redomestication? ....... 14
What effect will the Redomestication have on the current investment
advisory agreement?.................................................... 14
What effect will the Redomestication have on the shareholder servicing
agreements and distribution plans?..................................... 15
What is the effect of shareholder approval of the Agreement? ........... 15
What is the capitalization and structure of the DE Trust? .............. 15
Are there any tax consequences for shareholders? ....................... 15
What if I choose to sell my shares at any time? ........................ 16
What is the effect of my voting "For" the Agreement? ................... 16
What vote is required to approve the Agreement? ........................ 16
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ........................... 16
VOTING INFORMATION ...................................................... 17
PRINCIPAL HOLDERS OF SHARES ............................................. 19
MORE INFORMATION ABOUT THE TRUSTS ....................................... 19
COMMUNICATIONS TO THE BOARDS ............................................ 19
EXHIBITS:
EXHIBIT A -- AGGREGATE TRUSTEE COMPENSATION FROM EACH TRUST ............. A-1
EXHIBIT B -- EXECUTIVE OFFICERS OF THE TRUSTS ........................... B-1
EXHIBIT C -- FORM OF AGREEMENT AND PLAN OF REDOMESTICATION BETWEEN
VOYAGEUR INVESTMENT TRUST AND DELAWARE INVESTMENTS
MUNICIPAL TRUST ............................................ C-1
EXHIBIT D -- A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW .......... D-1
EXHIBIT E -- AUDIT FEE INFORMATION ...................................... E-1
EXHIBIT F -- OUTSTANDING SHARES AS OF DECEMBER 10, 2004 ................. F-1
EXHIBIT G -- PRINCIPAL HOLDERS OF SHARES AS OF DECEMBER 1, 2004 ......... G-1
Delaware
Investments(SM)
- --------------------------------------
A member of Lincoln Financial Group(R)
PROXY STATEMENT
Dated December 30, 2004
DELAWARE GROUP ADVISER FUNDS DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP CASH RESERVE DELAWARE GROUP TAX FEE FUND
DELAWARE GROUP EQUITY FUNDS I DELAWARE GROUP TAX FEE MONEY FUND
DELAWARE GROUP EQUITY FUNDS II DELAWARE POOLED TRUST
DELAWARE GROUP EQUITY FUNDS III VOYAGEUR INSURED FUNDS
DELAWARE GROUP EQUITY FUNDS IV VOYAGEUR INTERMEDIATE TAX FREE FUNDS
DELAWARE GROUP EQUITY FUNDS V VOYAGEUR INVESTMENT TRUST
DELAWARE GROUP FOUNDATION FUNDS VOYAGEUR MUTUAL FUNDS
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS VOYAGEUR MUTUAL FUNDS II
DELAWARE GROUP GOVERNMENT FUND VOYAGEUR MUTUAL FUNDS III
DELAWARE GROUP INCOME FUNDS VOYAGEUR TAX FREE FUNDS
DELAWARE GROUP LIMITED-TERM FUNDS
This Proxy Statement solicits proxies to be voted at a Joint Meeting of
Shareholders (the "Meeting") of certain registered open-end management
investment companies within the Delaware Investments Family of Funds listed
above (each, a "Trust" and collectively, the "Trusts"), along with Delaware
VIP Trust, which is issuing separate proxy solicitation materials. Each of the
separate funds within a Trust is referred to as a "Fund" and all of the funds
are collectively referred to as the "Funds." The Meeting has been called by
the Boards of Trustees (each, a "Board and collectively, the "Boards") of the
Trusts to vote on the following proposals (each of which is described more
fully below):
(1) To elect a Board;
(2) To approve the use of a "manager of managers" structure; and
(3) For Delaware Tax-Free Florida Insured Fund, Delaware Tax-Free
Missouri Insured Fund and Delaware Tax-Free Oregon Insured Fund
only, to approve an Agreement and Plan of Redomestication.
The principal offices of the Trusts are located at 2005 Market Street,
Philadelphia, PA 19103. You can reach the offices of the Trusts by telephone
by calling 1-800-523-1918.
The Meeting will be held at the offices of Delaware Investments located at
2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103, on March 15,
2005 at 4:00 p.m., Eastern time. The Boards of the Trusts are soliciting these
proxies. This Proxy Statement will first be sent to shareholders on or about
January 19, 2005.
WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON?
Not all of the three proposals described in this Proxy Statement affect all
Funds. Specifically, not all shareholders will be voting on Proposal 3. The
table below indicates which Fund's shareholders will be voting on the
proposals described in this Proxy Statement.
PROPOSAL SUMMARY FUND WHOSE SHAREHOLDERS ARE ENTITLED TO VOTE
- ------------------------ ----------------------------------------------------
1. To elect Trustees Each Trust (voting separately by Trust)
2. To approve the use of a manager of managers Each Fund (voting separately by Fund)
structure whereby Delaware Management Company, as the
investment manager, will be able to hire and replace
subadvisers without shareholder approval.
3. To approve the redomestication of Voyageur Delaware Tax-Free Florida Insured Fund, Delaware
Investment Trust from a Massachusetts business trust Tax-Free Missouri Insured Fund and Delaware Tax-Free
to a newly formed Delaware statutory trust. Oregon Insured Fund (voting together with all of the
other series of Voyageur Investment Trust)
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
You are being asked to elect a Board of Trustees.
WHO ARE THE NOMINEES FOR TRUSTEE?
The nominees for Trustee are: Thomas L. Bennett, Jude T. Driscoll, John A.
Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven, Thomas F. Madison,
Janet L. Yeomans, and J. Richard Zecher. Each of the nominees (except for
Messrs. Bennett, Driscoll, Fry and Zecher and Ms. Landreth) presently is a
Trustee of each Trust. Messrs. Driscoll and Fry each presently serve as a
Trustee for each Trust except for 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 (collectively, the "Voyageur Funds").
Mr. Fry, who is standing for election by shareholders for the first time,
Messrs. Bennett and Zecher, and Ms. Landreth were each identified by
independent executive search firms retained by the Trusts' Nominating and
Corporate Governance Committee (the "Nominating Committee"). The executive
search firms identified individuals for consideration by the Nominating
Committee based on the criteria described below. At the direction of the
Nominating Committee, the executive search firms further evaluated and
developed detailed background information for the individuals whom the
Nominating Committee identified as potential candidates for nominees. After
reviewing this information, the Nominating Committee recommended for selection
the "Independent" Trustee nominees to the incumbent Independent Trustees and
the "Interested" Trustee nominee to the full Board. The Nominating Committee's
process for evaluating nominees is described under "Board, Shareholder and
Committee Meetings" below. Among the nominees standing for election, only Mr.
Driscoll would be deemed to be an "Interested Trustee." The remaining nominees
would be deemed to be "Independent Trustees;" i.e., Trustees who are not
"interested persons" of the Trust, as that term is defined under the
Investment Company Act of 1940, as amended (the "1940 Act").
If elected, these persons will serve as Trustees until their successors are
duly elected and qualified or until their earlier resignation, death or
retirement. Each nominee is currently available and has consented to be named
in this Proxy Statement and to serve if elected. It is not expected that any
nominee will withdraw or become unavailable for election, but in such a case,
the power given by you in the Proxy Card may be used by the persons named as
proxies to vote for a substitute nominee or nominees as recommended by the
current Board. The following table provides certain background information for
each nominee, including the number of Funds and of all other registered
investment companies in the Delaware Investments Family of Funds (the "Fund
Complex") that the nominee oversees or will oversee.
2
NUMBER OF PORTFOLIOS
IN FUND
LENGTH OF TIME PRINCIPAL COMPLEX OVERSEEN OTHER
POSITION(S) HELD WITH SERVED AS A TRUSTEE OCCUPATION(S) OR TO BE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND AGE THE TRUSTS OF THE TRUSTS DURING PAST 5 YEARS BY TRUSTEE HELD BY NOMINEE
- --------------------- --------------------- ------------------- ------------------- --------------------- ---------------
NOMINEE FOR INTERESTED TRUSTEE
Jude T. Driscoll (1) Chairman, 4 years -- CEO, Delaware 92 None
2005 Market Street President and Executive Investments (since
Philadelphia, PA 19103 Chief Executive Officer 2003). Since
41 Officer and August 2000, Mr.
Trustee 1 year -- Driscoll has served
Trustee in various executive
capacities at
different times at
Delaware Investments(2)
Senior Vice President,
Research and Trading -
Conseco Capital
Management, Inc.
(June 1998 - July 2000)
NOMINEES FOR INDEPENDENT TRUSTEE
Thomas L. Bennett Nominee Not Applicable Manager - Tower One 84 None
2005 Market Street LLC (June 1999 -
Philadelphia, PA 19103 Present)
57 (Wireless
Communications)
Manager - Tower Bridge
Telecom LLC
(June 2001 - Present)
(Wireless Communications)
Managing Director - Morgan
Stanley & Co. Incorporated
(1996 - March 2004). Since
January 1984, Mr. Bennett
has served in various
management and executive
capacities at
different times at Miller,
Anderson & Sherred, LLP
and its successor, Morgan
Stanley & Co. Incorporated
John A. Fry Trustee 3 years President - Franklin 92 Director - Community
2005 Market Street & Marshall College Health Systems
Philadelphia, PA 19103 (June 2002 - Present)
44
Executive Vice President -
University of Pennsylvania
(April 1995 - June 2002)
Anthony D. Knerr Trustee 11 years Founder/Managing 92 None
2005 Market Street Director -
Philadelphia, PA 19103 Anthony Knerr &
66 Associates (1990 -
Present)
(Strategic
Counseling)
3
NUMBER OF PORTFOLIOS
IN FUND
LENGTH OF TIME PRINCIPAL COMPLEX OVERSEEN OTHER
POSITION(S) HELD WITH SERVED AS A TRUSTEE OCCUPATION(S) OR TO BE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND AGE THE TRUSTS OF THE TRUSTS DURING PAST 5 YEARS BY TRUSTEE HELD BY NOMINEE
- --------------------- --------------------- ------------------- ------------------- --------------------- ---------------
Lucinda S. Landreth Nominee Not Applicable Chief Investment 84 None
2005 Market Street Officer -
Philadelphia, PA 19103 Assurant, Inc. (June
52 2002 to December
2004)
(Insurance Company)
Chief Investment Officer -
Fortis, Inc. (September
1997 to May 2001)
(Financial Services)
Ann R. Leven Trustee 15 years Treasurer/Chief 92 Director - Systemax
2005 Market Street Fiscal Officer - Inc.
Philadelphia, PA 19103 National Gallery of Art
64 (1994 - 1999) Director and Audit
Committee Chairperson
- Andy Warhol
Foundation
Thomas F. Madison Trustee 10 years President/Chief 92 Director - Banner
2005 Market Street Executive Health
Philadelphia, PA 19103 Officer - MLM
68 Partners, Inc. Director and Audit
(January 1993 - Committee Member -
Present) (Small CenterPoint Energy
Business Director and
Investing and Director and Audit
Counseling) Committee Member -
Digitial River Inc
Director and Audit
Committee Member -
Rimage Corporation
Director - Valmont
Industries, Inc.
Janet L. Yeomans Trustee 5 Years Vice President/ 92 None
2005 Market Street Mergers &
Philadelphia, PA 19103 Acquisitions - 3M
56 Corporation (January
2003 - Present)
Ms. Yeomans has held
various management
positions at 3M
Corporation since 1983.
J. Richard Zecher, Ph.D. Nominee Not Applicable Vice Chairman - 84 Director and Audit
2005 Market Street Investor Committee Member -
Philadelphia, PA 19103 Analytics, LLC OXiGENE, Inc.
64 (May 1999 to Present)
Founder/Principal -
Sutton
Asset Management
(September 1998 to
Present)
- ---------------
(1) Mr. Driscoll would be considered to be an "Interested Trustee" because he
is an executive officer of the Trusts' investment manager. Mr. Driscoll
acquired shares of common stock of Lincoln National Corporation ("LNC"),
of which the Trusts' investment manager is a wholly-owned subsidiary, in
the ordinary course of business during 2003, but those transactions
involved less than 1% of the outstanding shares of common stock of LNC.
(2) Delaware Investments is the marketing name for Delaware Management
Holdings, Inc. and its subsidiaries, including the Trusts' investment
manager, principal underwriter/distributor and administrator.
4
The following table shows each nominee's ownership of shares of investment
companies within the Fund Complex as of October 31, 2004.
AGGREGATE DOLLAR
RANGE OF EQUITY
DOLLAR RANGE OF SECURITIES IN ALL
SHARES OF BENEFICIAL REGISTERED
INTEREST OF THE INVESTMENT COMPANIES
FUNDS BENEFICIALLY OVERSEEN BY TRUSTEE
NAME OF NOMINEE FUND NAME OWNED IN THE FUND COMPLEX
--------------- -------------------------------------------- --------------- -----------------
INTERESTED NOMINEE
Jude T. Driscoll Delaware Trend Fund Class A $10,001-$50,000 Over $100,000
Delaware US Government Fund Class A $50,001-$100,000
Delaware Emerging Markets Fund Class A $1-$10,000
Delaware Small Cap Value Fund Class A $10,001-$50,000
Delaware International Value Equity Fund
Class A $50,001-$100,000
Delaware Trend Fund Institutional Class $1-$10,000
Delaware Delchester Fund Institutional Class $1-$10,000
Delaware Large Cap Value Fund Institutional
Class $10,001-$50,000
Delaware REIT Fund Class A $10,001-$50,000
Delaware Value Fund Class A $50,001-$100,000
Delaware Extended Duration Bond Fund
Class A $10,001-$50,000
Delaware TAP Aggressive Class A $50,001-$100,000
Delaware TAP Aggressive Class A $50,001-$100,000
INDEPENDENT NOMINEES
Thomas L. Bennett None None None
John A. Fry Delaware TAP Aggressive-Age, 4-6yrs.
Class A $50,001-$100,000 Over $100,000
Delaware TAP Aggressive-Age, 7-9yrs.
Class A $50,001-$100,000
Delaware TAP Aggressive-Age, 13-15yrs.
Class A $50,001-$100,000
Anthony D. Knerr Delaware Trend Fund Class A $10,001-$50,000 $10,001 - $50,000
Delaware Small Cap Value Fund Class A $1-$10,000
Delaware Select Growth Fund Class A $10,001-$50,000
Lucinda S. Landreth None None None
Ann R. Leven Delaware Large Cap Value Fund Class A $50,001-$100,000 Over $100,000
Delaware Trend Fund Class A $50,001-$100,000
Delaware Small Cap Value Fund Class A $50,001-$100,000
Delaware Dividend Income Fund Class A $10,001-$50,000
Delaware Select Growth Fund Class A $10,001-$50,000
Thomas F. Madison Delaware Large Cap Value Fund Class A $1-$10,000 $10,001 - $50,000
Delaware Balanced Fund Class A $1-$10,000
Delaware International Value Equity Fund
Class A $1-$10,000
Delaware REIT Fund Class A $1-$10,000
Delaware Select Growth Fund Class A $1-$10,000
Janet L. Yeomans Delaware Trend Fund Class A $1-$10,000 $10,001 - $50,000
Delaware Emerging Market Fund Class A $10,001-$50,000
Delaware International Value Equity Fund
Class A $10,001-$50,000
J. Richard Zecher None None None
5
BOARD, SHAREHOLDER AND COMMITTEE MEETINGS. During its last fiscal year, each
Trust held five Board meetings. Each of the currently serving Trustees
attended at least 75% of those Board meetings and at least 75% of committee
meetings held within the last fiscal year by a committee on which the Trustee
serves as a member.
Each Trust has an Audit Committee for the purpose of meeting, at least
annually, with the Trust's officers and independent auditors to oversee the
quality of financial reporting and the internal controls of such Trust, and
for such other purposes as the Board of the Trust may from time to time
direct. The Audit Committee of each Trust consists of the following three
Trustees appointed by such Trust's Board: Ann R. Leven, Chairperson; Thomas F.
Madison; and Janet L. Yeomans, each of whom is an "Independent Trustee."
Members of the Audit Committee serve for three years or until their successors
have been appointed and qualified. During each Trust's last fiscal year, the
Audit Committee held five meetings.
The Nominating Committee is currently comprised of Anthony D. Knerr,
Chairperson; John H. Durham (who is retiring and therefore not standing for
re-election); and John A. Fry (except for the Voyageur Funds), each of whom is
an Independent Trustee. The Nominating Committee recommends nominees for (i)
Independent Trustees for consideration by the incumbent Independent Trustees
of each Trust, and (ii) Interested Trustees for consideration by the full
Board of each Trust. The Nominating Committee for each Trust held seven
meetings during such Trust's last fiscal year.
The Board of each Trust has adopted a formal charter for their Nominating
Committee setting forth such Committee's responsibilities. A current copy of
the Nominating Committee's charter is available on the Trusts' website at
www.delawareinvestments.com.
The Nominating Committee will consider shareholder recommendations for
nomination to the Board of a Trust only in the event that there is a vacancy
on the Board of Trustees. Shareholders who wish to submit recommendations for
nominations to the Board to fill a vacancy must submit their recommendations
in writing to Anthony D. Knerr, Chairman of the Nominating Committee, c/o the
applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania 19103.
Shareholders should include appropriate information on the background and
qualifications of any person recommended to the Nominating Committee (e.g., a
resume), as well as the candidate's contact information and a written consent
from the candidate to serve if nominated and elected. Shareholder
recommendations for nominations to the Board will be accepted on an ongoing
basis and such recommendations will be kept on file for consideration when
there is a vacancy on the Board.
The Nominating Committee generally identifies candidates for Board membership
through personal and business contacts of Trustees. In addition, the
Nominating Committee may use a search firm to identify candidates for a Board,
if deemed necessary and appropriate to use such a firm. The Nominating
Committee's process for evaluating a candidate generally includes a review of
the candidate's background and experience, a check of the candidate's
references and other due diligence and, when appropriate, interviews with
Nominating Committee members. In evaluating a candidate, the Nominating
Committee will also consider whether the candidate, if elected, would be an
Independent Trustee.
The Nominating Committee has not established any specific minimum
requirements that candidates must meet in order to be recommended by the
Nominating Committee for nomination for election to the Boards. Rather, the
Nominating Committee seeks candidates (i) who, in its judgment, will serve the
best interests of the Trusts' long-term shareholders and are willing and able
to contribute to the Boards' oversight and decision-making functions, and (ii)
whose background will complement the experience, skills and diversity of the
other Trustees and add to the overall effectiveness of the Boards.
BOARD COMPENSATION. Each Independent Trustee receives compensation from each
of the Trusts of which he/she is a member of the Board. Interested Trustees
are compensated by Delaware Management Company, the Funds' investment manager
("DMC"), and do not receive compensation from the Trusts. Each Independent
Trustee currently receives a total annual retainer of $70,000 for serving as a
Trustee of all 32 registered investment companies within the Fund Complex,
plus a $5,000 per day fee for Board meetings attended (normally four regular
meetings, three of which are two-day meetings). The Coordinating Trustee for
the Trusts receives an additional annual retainer totaling $25,000. The
chairperson of the Audit Committee receives an additional annual retainer of
$10,000 and the chairperson of the Nominating Committee receives an annual
retainer of $1,500. Each member of the Audit Committee receives an additional
fee of $2,500 for each Audit Committee meeting attended, and each member of
the Nominating Committee receives an additional fee of $1,700 for each
Nominating Committee meeting attended. Prior to August 2004, the Trustees'
fees were allocated equally per each of the investment companies in the Fund
Complex, and the Trustees' retainers were allocated ratably among the
investment companies in the Fund Complex based on net assets. After August
2004, the Trustees' fees and retainers were allocated ratably among the
investment companies in the Fund Complex based on relative net assets.
6
Under the terms of the Trusts' retirement plan for the Independent Trustees,
each Independent Trustee who, at the time of his or her retirement from all
Boards of Trustees in the Fund Complex, has attained the age of 70 and has
served on the Boards of Trustees for at least five continuous years, is
entitled to receive payments from the Fund Complex for a period of time equal
to the lesser of the number of years that the person served as a Trustee or
the remainder of the person's life. The annual amount of such payments will be
equal to the amount of the annual retainer that is paid to the Independent
Trustees of the Fund Complex at the time of the person's retirement. If an
eligible Independent Trustee of a Trust had retired as of October 31, 2004, he
or she would have been entitled to annual payments in the amount of $70,000
from the Fund Complex, borne pro rata by the registered investment companies
therein based on their relative net assets. The following table identifies the
amount each Trustee received from each Trust and from the Fund Complex as a
whole during the 12 months ended October 31, 2004, as well as the estimated
annual benefits upon retirement.
PENSION OR
RETIREMENT
BENEFITS
AGGREGATE ACCRUED AS ESTIMATED TOTAL COMPENSATION FROM FUND
COMPENSATION FROM PART OF TRUST ANNUAL BENEFITS COMPLEX FOR THE 12 MONTHS ENDED
TRUSTEE(1) THE TRUST EXPENSES UPON RETIREMENT OCTOBER 31, 2004
- ------------------------------------------------------------------------------------------------------------------------
JUDE T. DRISCOLL None None None None
WALTER P. BABICH(2) See Exhibit A None $70,000 $110,870
JOHN H. DURHAM(2) See Exhibit A None $70,000 $101,930
JOHN A. FRY(3) See Exhibit A None $70,000 $ 91,458
ANTHONY D. KNERR See Exhibit A None $70,000 $109,345
ANN R. LEVEN See Exhibit A None $70,000 $115,870
THOMAS F. MADISON See Exhibit A None $70,000 $109,620
JANET L. YEOMANS See Exhibit A None $70,000 $109,620
- ---------------
(1) Compensation information for Messrs. Bennett and Zecher and Ms. Landreth
is not applicable because such nominees were not members of the Boards of
the Trusts or any other investment company in the Fund Complex for the
12-month period ended on October 31, 2004.
(2) Messrs. Babich and Durham have announced their intention to retire from
the Boards effective as of the date of the Meeting and therefore are not
standing for re-election.
(3) In addition to this compensation, for the 12-month period ended on
October 31, 2004, Mr. Fry received $8,827 in professional fees from the
Voyageur Funds for services provided to the Voyageur Funds' Boards.
OFFICERS. The Board of Trustees and the senior management of a Trust appoint
officers each year, and from time to time as necessary. The following
individuals are executive officers of the Trusts: Jude T. Driscoll, Joseph H.
Hastings, Richelle S. Maestro and Michael P. Bishof. Exhibit B includes
biographical information and the past business experience of such officers,
except for Mr. Driscoll, whose information is set forth above along with the
other nominees. Exhibit B also identifies which of these executive officers
are also officers of DMC.
WHAT VOTE IS REQUIRED TO ELECT THE NOMINEES?
Provided that "Quorum" requirements (as defined below) have been satisfied,
the Trustees for a Trust shall be elected by a plurality of the votes cast by
shareholders of all Funds of the Trust voting together. This means that those
nominees receiving the greatest number of votes are elected. "Quorum" means:
(i) for all Trusts other than Voyageur Investment Trust, one-third (33 1/3%)
of the shares entitled to vote at the Meeting are present in person or
represented by proxy at the Meeting; or (ii) for Voyageur Investment Trust,
ten percent (10%) of the shares entitled to vote at the Meeting are present in
person or represented by proxy at the Meeting.
7
THE BOARDS UNANIMOUSLY
RECOMMEND THAT YOU VOTE "FOR"
ALL NOMINEES FOR TRUSTEE
PROPOSAL 2: TO APPROVE A MANAGER OF MANAGERS STRUCTURE
WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?
The Manager of Managers Structure (as defined below) is intended to enable
the Funds to operate with greater efficiency by allowing DMC to employ
subadvisers best suited to the needs of the Funds without incurring the
expense and delays associated with obtaining shareholder approval of
subadvisers or subadvisory agreements. Ordinarily, federal law requires
shareholders of a mutual fund to approve a new subadvisory agreement among a
mutual fund, its investment manager and a subadviser before such subadvisory
agreement may become effective. Specifically, Section 15 of the 1940 Act makes
it unlawful for any person to act as an investment adviser (including as a
subadviser) to a mutual fund, except pursuant to a written contract that has
been approved by shareholders. Section 15 also requires that an investment
advisory agreement (including a subadvisory agreement) provide that it will
terminate automatically upon its "assignment," which, under the 1940 Act,
generally includes the transfer of an advisory agreement itself or the
transfer of control of the investment adviser through the transfer of a
controlling block of the investment adviser's outstanding voting securities.
To comply with Section 15 of the 1940 Act, a Fund must obtain shareholder
approval of a subadvisory agreement in order to employ one or more
subadvisers, replace an existing subadviser, materially change the terms of a
subadvisory agreement, or continue the employment of an existing subadviser
when that subadviser's subadvisory agreement terminates because of an
"assignment."
Pursuant to the current Investment Management Agreements between the Trusts
and DMC (collectively, the "Investment Management Agreement"), DMC, subject to
the supervision of the Boards and approval of shareholders, serves as each
Fund's investment manager. As such, DMC is responsible for, among other
things, managing the assets of each Fund and making decisions with respect to
purchases and sales of securities on behalf of the Funds. DMC is permitted
under the Investment Management Agreement, at its own expense, to select and
contract with one or more subadvisers to perform some or all of the services
for a Fund for which DMC is responsible under such Agreement(1). If DMC
delegates investment advisory duties to a subadviser, DMC remains responsible
for all advisory services furnished by the subadviser. Before DMC may engage a
subadviser for a Fund, shareholders of the Fund must approve the agreement
with such subadviser.
The proposed "manager of managers" structure, however, would permit DMC, as
the Funds' investment manager, to appoint and replace subadvisers, enter into
subadvisory agreements, and amend and terminate subadvisory agreements on
behalf of a Fund without shareholder approval (the "Manager of Managers
Structure"). The employment of the Manager of Managers Structure on behalf of
a Fund, however, is contingent upon either (i) the Trusts' and DMC's receipt
of exemptive relief from the U.S. Securities and Exchange Commission (the
"SEC"), or (ii) the adoption of a rule by the SEC authorizing the employment
of a Manager of Managers Structure. In either case, a Fund must obtain
shareholder approval before it may implement the Manager of Managers
Structure. Because a meeting of shareholders is needed to elect a Board for
each Trust and to vote on other matters, the Boards determined to seek
shareholder approval of the Manager of Managers Structure at the Meeting to
avoid additional meeting and proxy solicitation costs in the future. There can
be no assurance that exemptive relief will be granted by the SEC or that a
rule authorizing the employment of a Manager of Managers structure will be
adopted by the SEC.
Adoption and use by a Fund of the Manager of Mangers Structure would only
enable DMC to hire and replace a subadviser (or materially amend a subadvisory
agreement) without shareholder approval. The Manager of Managers Structure
would not: (i) permit investment management fees paid by a Fund to be
increased without shareholder approval; or (ii) change DMC's responsibilities
to a Fund, including DMC's responsibility for all advisory services furnished
by a subadviser.
- ---------------
(1) DMC currently has entered into subadvisory agreements with Delaware
International Advisers Ltd. ("DIAL") with respect to the following Funds:
The Emerging Markets Portfolio, The Global Fixed Income Portfolio, The
International Equity Portfolio, The International Fixed Income Portfolio,
and The Labor Select International Equity Portfolio, five separate series
of Delaware Pooled Trust, and Delaware Emerging Markets Fund, Delaware
International Small Cap Value Fund and Delaware International Value
Equity Fund, three separate series of Delaware Group Global &
International Funds (collectively, the "DIAL Funds"). Prior to September
2004, DIAL was a part of Delaware Investments. However, in September
2004, DIAL was acquired by a company owned by DIAL's management and
others and is no longer part of Delaware Investments.
8
At their August 18-19, 2004 Boards of Trustees meetings, the Boards of the
Trusts, including a majority of the Independent Trustees, generally approved
the use of the Manager of Managers Structure, subject to shareholder approval
and action by the SEC as described above. As noted above, the Manager of
Managers Structure is intended to enable the Funds to operate with greater
efficiency and without incurring the expense and delays associated with
obtaining shareholder approval of subadvisers or subadvisory agreements. While
DMC and the Boards do not currently expect to use the Manager of Managers
Structure after receipt of necessary SEC approval (by order or rule) by hiring
one or more subadvisers to manage all or a portion of a Fund's portfolio (or
replacing DIAL as a subadviser for one or more of the DIAL Funds), DMC and the
Boards do intend to make use of such structure in the future in the event they
believe that doing so would likely enhance Fund performance by introducing a
different investment style or focus. The Boards determined to seek shareholder
approval of the Manager of Managers Structure in connection with the Meeting,
which was otherwise required to be held, to avoid additional meeting and proxy
solicitation costs in the future.
DMC and the Boards believe that the employment of the Manager of Managers
Structure will: (1) enable the Boards to act more quickly and with less
expense to a Fund in order to appoint an initial or a new subadviser when DMC
and the Board believe that such appointment would be in the best interests of
that Fund's shareholders; and (2) help the Funds to enhance performance by
permitting DMC to allocate and reallocate a Fund's assets among itself and one
or more subadvisers when DMC and the Board believe that it would be in the
best interests of that Fund's shareholders- for example, to engage a
subadviser with a different investment style if deemed appropriate by DMC and
the Board.
Based on the above, the Boards are hereby soliciting shareholder approval of
the employment of the Manager of Managers Structure with respect to each Fund.
HOW DOES THIS PROPOSAL AFFECT MY RIGHT TO VOTE ON SUBADVISORY AGREEMENTS?
If Proposal 2 is approved, DMC in the future would be permitted to appoint
and replace subadvisers (including DIAL) for a Fund and to enter into, and
approve amendments to subadvisory agreements without first obtaining
shareholder approval. The employment of the Manager of Managers Structure is
contingent upon the receipt by the Trusts and DMC of exemptive relief from the
SEC and/or the adoption of a rule by the SEC authorizing the employment of the
Manager of Managers Structure. In all cases, however, (i) the applicable
Board, including a majority of the Independent Trustees, must approve new or
amended subadvisory agreements; (ii) shareholder approval would not be
necessary; (iii) DMC's responsibilities to a Fund would remain unchanged; and
(iv) there would be no increase in investment management fees paid by a Fund
without further shareholder approval. Until receipt of exemptive relief from
the SEC and/or the adoption of an SEC rule authorizing the employment of a
Manager of Managers Structure, DMC will only enter into new or amended
subadvisory agreements with shareholder approval, to the extent required by
law.
Subadvisory agreements with subadvisers that are affiliated with DMC
("Affiliated Subadvisers"), if any, generally would remain subject to the
shareholder approval requirement. The Trusts and DMC may in the future seek
SEC exemptive relief or rely on relief obtained by an affiliate, or rely on
any further SEC rule or interpretation, which would permit DMC to enter into
new or materially modify subadvisory agreements with Affiliated Subadvisers
without shareholder approval. Therefore, under Proposal 2, we are seeking
shareholder approval to apply the Manager of Managers Structure to Affiliated
Subadvisers, subject to necessary regulatory relief.
If Proposal 2 is not approved by a Fund's shareholders, then DMC would only
enter into new or materially amended subadvisory agreements with shareholder
approval, causing delay and expense in making a change deemed beneficial to
that Fund and its shareholders by that Fund's Board.
WHAT ARE THE CONDITIONS OF THE ORDER AND THE RULE?
If still necessary under current SEC rules, the Trusts and DMC anticipate
seeking the necessary approval from the SEC within 12 to 24 months after
receiving shareholder approval of Proposal 2. Such approval would be in the
form of an exemptive order permitting DMC to employ a Manager of Managers
Structure with respect to the mutual funds for which DMC serves as investment
manager, including the Funds (the "Order"). On October 23, 2003, the SEC
proposed Rule 15a-5 under the 1940 Act that, if adopted as proposed, would
permit the Trusts and DMC to employ a Manager of Managers Structure with
respect to the Funds without obtaining the Order (the "Rule"), provided that
shareholders of a Fund approve the Manager of Managers Structure prior to
implementation. To date, the proposed Rule has not been adopted. In connection
with seeking shareholder approval of Proposal 1, you are also being asked to
approve Proposal 2 and permit the implementation of the Manager of Managers
Structure for your Fund contingent upon the receipt by the Trusts and DMC of
the Order or the adoption of the proposed Rule, whichever is earlier. There is
no assurance that exemptive relief will be granted or that the proposed Rule
will be adopted.
9
The Order would grant a Fund relief from Section 15(a) of the 1940 Act and
certain rules under the 1940 Act so that the Trusts and DMC may employ the
Manager of Managers Structure with respect to a Fund, subject to certain
conditions, including the approval of this Proposal 2 by the Fund's
shareholders. Neither a Fund nor DMC would rely on the Order unless all such
conditions have been met. Upon finalization of the proposed Rule, it is
expected that the Order will expire and that a Fund using the Manager of
Managers Structure will comply with the then final Rule's requirements. The
ultimate conditions that would be included in the final Rule are expected to
be similar to those included in the Order, but the conditions could differ to
some extent from the conditions imposed under the final Rule. The conditions
for relief that will be in the application for the Order are expected to be
substantially similar to those customarily included in similar applications
filed by other investment company complexes and approved by the SEC. Such
conditions are as follows:
(1) DMC will provide, pursuant to the Investment Management Agreement,
general management services to a Fund, including overall supervisory
responsibility of the general management and investment of the Fund's assets
and, subject to review and approval of the appropriate Board, will (i) set the
Fund's overall investment strategies, (ii) evaluate, select and recommend
subadvisers to manage all or a portion of the Fund's assets, (iii) allocate
and, when appropriate, reallocate the Fund's assets among one or more
subadvisers, (iv) monitor and evaluate subadviser performance, and (v)
implement procedures reasonably designed to ensure that subadvisers comply
with the Fund's investment objective, policies and restrictions;
(2) Before a Fund may rely on the Order, the operation of the Fund pursuant
to a Manager of Managers Structure will be approved by a majority of the
Fund's outstanding voting shares as defined in the 1940 Act;
(3) The prospectus for the Fund will disclose the existence, substance and
effect of the Order. In addition, the Fund will hold itself out to the public
as employing the Manager of Managers Structure. The prospectus will
prominently disclose that DMC has ultimate responsibility, subject to
oversight by the Board, to oversee the subadvisers and recommend their hiring,
termination, and replacement;
(4) Within 90 days of the hiring of any new subadviser, the Fund will furnish
its shareholders with an information statement containing all information
about the new subadviser, including, as applicable, aggregate fees paid to DMC
and Affiliated Subadvisers and aggregate fees paid to non-affiliated
subadvisers. The information statement provided by the Fund will include all
information required by Regulation 14C, Schedule 14C and Item 22 of Schedule
14A under the Securities Exchange Act of 1934, as amended (except as modified
by the Order to permit the aggregate fee disclosure previously described);
(5) No trustee or officer of the applicable Trust nor director or officer of
DMC will own directly or indirectly (other than through a pooled investment
vehicle that is not controlled by such person) any interest in a subadviser
except for (i) ownership of interests in DMC or any entity that controls, is
controlled by, or is under common control, with DMC; or (ii) ownership of less
than 1% of the outstanding securities of any class of equity or debt of a
publicly traded company that is either a subadviser or an entity that
controls, is controlled by or is under common control with a subadviser;
(6) At all times, a majority of the Board will be Independent Trustees, and
the nomination of new or additional Independent Trustees will be placed within
the discretion of the then-existing Independent Trustees;
(7) Whenever a subadviser change is proposed for the Fund with an Affiliated
Subadviser, the Board, including a majority of the Independent Trustees, will
make a separate finding, reflected in the applicable Board minutes, that such
change is in the best interests of the Fund and its shareholders and does not
involve a conflict of interest from which DMC or the Affiliated Subadviser
derives an inappropriate advantage;
(8) As applicable, the Fund will disclose in its registration statement the
aggregate fee disclosure referenced in condition four above;
(9) Independent counsel knowledgeable about the 1940 Act and the duties of
Independent Trustees will be engaged to represent the applicable Trust's
Independent Trustees. The selection of such counsel will be placed within the
discretion of the Independent Trustees;
(10) DMC will provide the Board, no less frequently than quarterly, with
information about DMC's profitability on a per-Fund basis. This information
will reflect the impact on profitability of the hiring or termination of any
subadviser during the applicable quarter;
(11) Whenever a subadviser is hired or terminated, DMC will provide the Board
with information showing the expected impact on DMC's profitability;
10
(12) DMC and a Fund will not enter into a subadvisory agreement with any
Affiliated Subadviser without such agreement, including the compensation to be
paid thereunder, being approved by the shareholders of the Fund(2); and
(13) The Order will expire on the effective date of the Proposed Rule, if
adopted.
WHAT ARE THE BENEFITS TO THE FUNDS?
The Board believes that it is in the best interests of each Fund's
shareholders to allow DMC the maximum flexibility to appoint, supervise and
replace subadvisers (including DIAL) and to amend subadvisory agreements
without incurring the expense and potential delay of seeking specific
shareholder approval. The process of seeking shareholder approval is
administratively expensive to a Fund and may cause delays in executing changes
that the Board and DMC have determined are necessary or desirable. These costs
are often borne entirely by the applicable Fund (and therefore indirectly by
such Fund's shareholders). If shareholders approve the policy authorizing a
Manager of Managers Structure for a Fund, the Board would be able to act more
quickly and with less expense to the Fund to appoint a subadviser, when the
Board and DMC believe that the appointment would be in the best interests of
the Fund and its shareholders.
Although shareholder approval of new subadvisory agreements and amendments to
existing subadvisory agreements is not required under the proposed Manager of
Managers Structure, the Board, including a majority of the Independent
Trustees, would continue to oversee the subadviser selection process to help
ensure that shareholders' interests are protected whenever DMC would seek to
select a subadviser or modify a subadvisory agreement. Specifically, the
Board, including a majority of the Independent Trustees, would still be
required to evaluate and approve all subadvisory agreements as well as any
modification to an existing subadvisory agreement. In reviewing new
subadvisory agreements or modifications to existing subadvisory agreements,
the Board will analyze all factors that it considers to be relevant to its
determination, including the subadvisory fees, the nature, quality and scope
of services to be provided by the subadviser, the investment performance of
the assets managed by the subadviser in the particular style for which a
subadviser is sought, as well as the subadviser's compliance with Federal
securities laws and regulations.
WHAT DID THE BOARDS CONSIDER IN REVIEWING THIS PROPOSAL?
In determining that the Manager of Managers Structure was in the best
interests of Fund shareholders, the Boards, including a majority of the
Independent Trustees, considered the factors below, and such other factors and
information they deemed relevant, prior to approving and recommending the
approval of the Manager of Managers Structure:
(1) A Manager of Managers Structure will enable DMC to employ subadvisers
with varying investment styles or investment focuses to help enhance
performance by expanding the securities in which a Fund may invest;
(2) A Manager of Managers Structure will enable DMC to promptly reallocate
Fund assets among itself and one or more subadvisers in response to varying
market conditions;
(3) A Manager of Managers Structure will enable the Board to act more
quickly, with less expense to a Fund, in appointing new subadvisers when the
Board and DMC believe that such appointment would be in the best interests of
Fund shareholders;
(4) DMC would be directly responsible for (i) establishing procedures to
monitor a subadviser's compliance with the Fund's investment objectives and
policies, (ii) analyzing the performance of the subadviser and (iii)
recommending allocations and reallocations of Fund assets among itself and one
or more subadvisers; and
(5) No subadviser could be appointed, removed or replaced without Board
approval and involvement.
Further, the Independent Trustees were advised by independent legal counsel
with respect to these matters.
- ---------------
(2) As discussed above, however, you are being asked to approve the Manager
of Managers Structure with respect to Affiliated Subadvisers as well as
subadvisers who are not affiliated with DMC, subject to receipt of
further regulatory approval either through an SEC rule or exemptive
relief. Therefore, if the Trusts were to obtain such further regulatory
approval and shareholders approved Proposal 2, the Boards could appoint
and replace Affiliated, as well as unaffiliated, Subadvisers without
shareholder approval.
11
WHAT VOTE IS REQUIRED TO APPROVE PROPOSAL NO. 2?
Each Fund will vote separately on Proposal 2. Accordingly, Proposal 2 will be
approved with respect to a Fund only if shareholders of that Fund approve
Proposal 2. Such approval requires Quorum requirements to be satisfied and the
affirmative vote of the lesser of: (i) a majority of the outstanding shares of
the Fund, or (ii) 67% or more of the shares present at such meeting of
shareholders at which the holders of more than 50% of the outstanding shares
are present or represented by proxy at the Meeting ("Majority Vote").
THE BOARDS RECOMMEND THAT YOU VOTE
"FOR" PROPOSAL 2
PROPOSAL 3 - APPROVAL OF AN AGREEMENT AND PLAN OF REDOMESTICATION THAT
PROVIDES FOR THE REORGANIZATION OF VOYAGEUR INVESTMENT TRUST FROM A
MASSACHUSETTS BUSINESS TRUST TO A DELAWARE STATUTORY TRUST (DELAWARE TAX-FREE
FLORIDA INSURED FUND, DELAWARE TAX-FREE MISSOURI INSURED FUND AND DELAWARE
TAX-FREE OREGON INSURED FUND ONLY)
The Trustees of Voyageur Investment Trust unanimously recommend that
shareholders of the Delaware Tax-Free Florida Insured Fund, the Delaware
Tax-Free Missouri Fund and Delaware Tax-Free Oregon Fund approve an Agreement
and Plan of Redomestication (the "Agreement"), substantially in the form
attached to this Proxy Statement as Exhibit C, which would change the state of
organization of Voyageur Investment Trust. This proposed change calls for the
reorganization of Voyageur Investment Trust from a Massachusetts business
trust into a newly formed Delaware statutory trust. This proposed
reorganization is referred to throughout this Proxy Statement as the
"Redomestication." To implement the Redomestication, the Trustees of Voyageur
Investment Trust have approved the Agreement, which contemplates the
continuation of the current business of Voyageur Investment Trust in the form
of a new Delaware statutory trust, named "Delaware Investments Municipal
Trust" (the "DE Trust"). As of the effective date of the Redomestication, the
DE Trust will have series (each a "DE Fund" and, together, the "DE Funds")
that correspond to each of the then current series of Voyageur Investment
Trust (each an "MA Fund" and, together, the "MA Funds"). Each DE Fund will
have the same name as its corresponding MA Fund.
WHY AM I BEING ASKED TO VOTE ON THE REDOMESTICATION?
The Board of Trustees of Voyageur Investment Trust (the "VIT Board") is
submitting the Redomestication to the vote of shareholders of all the MA Funds
in Voyageur Investment Trust. As described more fully below, the VIT Board
approved the Redomestication in order to eliminate certain administrative
inefficiencies and incremental costs, and to establish a uniform structure
among all of the mutual funds (i.e., registered, open-end management
investment companies) within the Delaware Investments Family of Funds.
WHAT WILL THE REDOMESTICATION MEAN FOR THE SERIES OF VOYAGEUR INVESTMENT TRUST
AND FOR YOU?
If the Agreement is approved by shareholders and the Redomestication is
implemented, the DE Funds would have the same investment goals, policies, and
restrictions as their corresponding MA Funds. The Board, including any persons
elected under Proposal 1, and officers of the DE Trust would be the same as
those of Voyageur Investment Trust, and would operate the DE Trust and the DE
Funds in the same manner as these persons previously operated Voyageur
Investment Trust and the MA Funds except as otherwise described below. Thus,
on the effective date of the Redomestication, you would hold an interest in
the applicable DE Fund that is equivalent to your then interest in the
corresponding MA Fund. For all practical purposes, a shareholder's investment
in Voyageur Investment Trust and the MA Funds would not change.
WHY ARE THE TRUSTEES RECOMMENDING APPROVAL OF THE AGREEMENT AND THE
REDOMESTICATION?
Most of the funds within the Delaware Investments Family of Funds are series
of Delaware statutory trusts. Voyageur Investment Trust, however, is organized
as a Massachusetts business trust. The lack of uniformity among the laws
applicable to the various Delaware Investments Funds poses administrative
complications and costs that the VIT Board desires to eliminate. Consequently,
the VIT Board proposes that Voyageur Investment Trust be redomesticated to the
State of Delaware.
The VIT Board also desires to achieve administrative economies, such as
eliminating frequent filings within the Commonwealth of Massachusetts, which
are expected to result from the Redomestication. Delaware statutory trusts
provide much greater flexibility for a fund to respond quickly to changes in
market or regulatory conditions. This enhanced flexibility had caused a number
of major fund complexes, including the Delaware Investments Family of Funds,
to adopt this form of organization in recent years. The MA Funds are also
expected to benefit from the administrative economies that will result from
having uniform organizational documents and uniform state reporting and filing
obligations. Accordingly, the VIT Board believes that it is in the best
interests of the shareholders to approve the Agreement.
12
WHAT ARE THE ADVANTAGES OF A DELAWARE STATUTORY TRUST?
Investment companies formed as Delaware statutory trusts have certain
advantages over investment companies organized as Massachusetts business
trusts. Under Delaware law, investment companies are able to simplify their
operations by reducing administrative burdens. For example, Delaware law
allows greater flexibility in drafting and amending an investment company's
governing documents, which can result in greater efficiencies of operation and
savings for an investment company and its shareholders. Delaware law does not
require that the Declaration of Trust and any amendments to the Declaration of
Trust be filed with the State of Delaware, while Massachusetts law requires
that the Declaration of Trust and any amendments to the Declaration of Trust
be filed with the Commonwealth of Massachusetts and the clerk of the city in
Massachusetts in which the fund has a usual place of business. Voyageur
Investment Trust's Declaration of Trust thus requires that any instrument,
including VIT Board resolutions, that establishes or designates any series
shall be treated as an amendment to the Declaration of Trust, which must
therefore be filed in Massachusetts. Such filings are not required by the DE
Trust's Declaration of Trust. The simpler Delaware procedures allow the DE
Trust to file a one-page Certificate of Trust with the State of Delaware,
which rarely needs to be amended. In addition, Massachusetts law requires
certain types of trusts, such as Voyageur Investment Trust, to file an Annual
Report of Voluntary Associations and Trusts, whereas Delaware law does not
impose such an annual filing requirement with respect to Delaware statutory
trusts. Another advantage of Delaware statutory trusts is greater certainty
regarding limiting the liability of shareholders for obligations of the trust
or its trustees and regarding limiting the liability of one series for
obligations of other series within the trust.
Furthermore, as described below, in Delaware there is a well-established body
of legal precedent in the area of corporate law that may be relevant in
deciding issues pertaining to the DE Trust. This could benefit the DE Trust
and its shareholders by, for example, making litigation involving the
interpretation of provisions in the DE Trust's governing documents less likely
or, if litigation should be initiated, less burdensome or expensive.
HOW DO THE MASSACHUSETTS BUSINESS TRUST LAW AND VOYAGEUR INVESTMENT TRUST'S
GOVERNING DOCUMENTS COMPARE TO THE DELAWARE STATUTORY TRUST LAW AND THE DE
TRUST'S GOVERNING DOCUMENTS?
The following summary compares certain rights and characteristics of Voyageur
Investment Trust and its shares to the DE Trust and its shares. The summary is
qualified in its entirety by the more complete comparisons of Massachusetts
business trust law and Delaware statutory trust law, and a comparison of the
relevant provisions of the governing documents of Voyageur Investment Trust
and the DE Trust, attached as Exhibit D to this Proxy Statement, which is
entitled "A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW."
Reorganizing Voyageur Investment Trust from a Massachusetts business trust to
a Delaware statutory trust is expected to provide several benefits to Voyageur
Investment Trust and its shareholders. The operations of a Delaware statutory
trust formed under the Delaware Statutory Trust Act (the "Delaware Act") are
governed by a declaration of trust and by-laws. The DE Trust's Agreement and
Declaration of Trust ("Declaration of Trust") and By-Laws streamline some of
the provisions in Voyageur Investment Trust's current Declaration of Trust and
By-Laws, and, thus, should lead to enhanced flexibility in management and
administration as compared to Voyageur Investment Trust's current operation as
a Massachusetts business trust. As a Delaware statutory trust, the DE Trust
may be able to adapt more quickly and cost effectively to new developments in
the mutual fund industry and the financial markets.
Funds formed as Delaware statutory trusts under the Delaware Act are granted
a significant amount of operational flexibility, resulting in efficiencies of
operation that may translate into savings for a fund, such as the DE Trust,
and the fund's shareholders. For example, the Delaware Act authorizes trust
management to take various actions without requiring shareholder approval if
permitted by the governing instrument, such as fund mergers or the sale of all
or substantially all of the assets of a trust, or a series thereof (see
discussion below). Additionally, unlike Massachusetts business trust law, the
Delaware Act permits any amendment to the statutory trust's governing
instrument without the need for a state or city filing, which can reduce
administrative burdens and costs.
Moreover, to the extent provisions in the DE Trust's Declaration of Trust and
By-Laws are addressed by rules and principles established under Delaware
corporate law and the laws governing other Delaware business entities (such as
limited partnerships and limited liability companies), the Delaware courts may
look to such other laws to help interpret provisions of the DE Trust's
Declaration of Trust and By-Laws. Applying this body of law to the operation
of the DE Trust should prove beneficial because these laws are extensively
developed and business-oriented. In addition, Delaware's Chancery Court is
dedicated to business law matters, which means that the judges tend to be more
specialized in the nuances of the law that will be applied to the DE Trust.
These legal advantages tend to make more certain the resolution of legal
controversies and help to reduce legal costs resulting from uncertainty in the
law.
13
Shares of the DE Trust and Voyageur Investment Trust each have one vote per
full share and a proportionate fractional vote for each fractional share. Both
the DE Trust and Voyageur Investment Trust provide for noncumulative voting in
the election of their Trustees. Like Voyageur Investment Trust, the DE Trust
is not required by its governing instrument to hold annual shareholder
meetings. For both Voyageur Investment Trust and the DE Trust, shareholder
meetings may be called at any time by the Board, by the chairperson of the
Board or by its president for the purpose of taking action upon any matter
deemed by the Board to be necessary or desirable. In addition, a meeting of
the shareholders of the DE Trust for the purpose of electing one or more
trustees may be called, to the extent provided by the 1940 Act and the rules
and regulations thereunder, by the DE Trust shareholders. Voyageur Investment
Trust and the DE Trust each provide certain rights to its shareholders to
inspect a fund's books and records.
While shareholders of the DE Trust will have similar distribution and voting
rights as they currently have as shareholders of Voyageur Investment Trust,
there are certain differences. The organizational structures differ in record
date parameters for determining shareholders entitled to notice, to vote, and
to a distribution. Under the DE Trust's Declaration of Trust, all or
substantially all of the DE Trust's assets may be sold to another fund or
trust without shareholder approval unless required by the 1940 Act. Both the
DE Trust and Voyageur Investment Trust and any series thereof may be
liquidated or dissolved, in each case by the Trustees without shareholder
approval.
Massachusetts business trust law does not specifically provide that the
shareholders of Voyageur Investment Trust are not subject to any personal
liability for any claims against, or liabilities of, Voyageur Investment Trust
solely by reason of being or having been a shareholder of Voyageur Investment
Trust or that the liabilities of one series are not enforceable against
another series of that trust. Under the Delaware Act, shareholders of the DE
Trust will be entitled to the same limitation of personal liability as is
extended to shareholders of a private corporation organized for profit under
the General Corporation Law of the State of Delaware. In addition, the
Delaware Act permits the DE Trust to limit the enforceability of the
liabilities of one DE Fund solely to the assets of that DE Fund.
WHAT ARE THE PROCEDURES AND CONSEQUENCES OF THE REDOMESTICATION?
Immediately upon completion of the proposed Redomestication, the DE Trust
will continue the business of Voyageur Investment Trust, and each DE Fund: (i)
will have the same investment goals, policies and restrictions as those of its
corresponding MA Fund existing on the date of the Redomestication; (ii) will
hold the same portfolio of securities previously held by such corresponding MA
Fund; and (iii) will be operated under substantially identical overall
management, investment management, distribution, and administrative
arrangements as those of its corresponding MA Fund. As the successor to
Voyageur Investment Trust's operations, the DE Trust will adopt Voyageur
Investment Trust's registration statement under the federal securities laws
with amendments to show the new Delaware statutory trust structure.
The DE Trust was created solely for the purpose of becoming the successor
organization to, and carrying on the business of, Voyageur Investment Trust.
To accomplish the Redomestication, the Agreement provides that Voyageur
Investment Trust, on behalf of each MA Fund, will transfer all of its
portfolio securities, any other assets and its liabilities to the DE Trust, on
behalf of each corresponding DE Fund. In exchange for these assets and
liabilities, the DE Trust will issue shares of each DE Fund to Voyageur
Investment Trust, which will then distribute those shares pro rata to
shareholders of the corresponding MA Fund. Through this procedure, you will
receive exactly the same number, class and dollar amount of shares of each DE
Fund as you held in the corresponding MA Fund immediately prior to the
Redomestication. You will retain the right to any declared, but undistributed,
dividends or other distributions payable on the shares of an MA Fund that you
may have had as of the effective date of the Redomestication. As soon as
practicable after the date of the Redomestication, Voyageur Investment Trust
will be dissolved and will cease its existence.
The Trustees may terminate the Agreement and abandon the Redomestication at
any time prior to the effective date of the Redomestication if the Trustees
determine that proceeding with the Redomestication is inadvisable. If the
Redomestication is not approved by shareholders of Voyageur Investment Trust,
or if the Trustees abandon the Redomestication, Voyageur Investment Trust will
continue to operate as a Massachusetts business trust. If the Redomestication
is approved by shareholders, it is expected to be completed in the first half
of 2005.
WHAT EFFECT WILL THE REDOMESTICATION HAVE ON THE CURRENT INVESTMENT ADVISORY
AGREEMENT?
As a result of the Redomestication, the DE Trust will be subject to a new
investment advisory agreement between the DE Trust and DMC on behalf of each
of the DE Funds that will be identical in all material respects to the current
investment advisory agreement between DMC and Voyageur Investment Trust on
behalf of each of the MA Funds.
14
WHAT EFFECT WILL THE REDOMESTICATION HAVE ON THE SHAREHOLDER SERVICING
AGREEMENTS AND DISTRIBUTION PLANS?
The DE Trust, on behalf of the DE Funds, will enter into agreements with
Delaware Service Company, Inc. ("DSC") for fund accounting, transfer agency,
dividend disbursing and shareholder services that are substantially identical
to the agreements currently in place for Voyageur Investment Trust with DSC.
Delaware Distributors, L.P. ("DDLP"), will serve as the distributor for the
shares of the DE Funds under a separate underwriting agreement that is
substantially identical to the underwriting agreement currently in effect for
Voyageur Investment Trust with DDLP.
As of the effective date of the Redomestication, each DE Fund will have a
distribution plan under Rule 12b-1 of the 1940 Act relating to the
distribution of that DE Fund's classes of shares, which is identical in all
material respects to the distribution plan currently in place for the
corresponding classes of shares of the corresponding MA Fund. It is
anticipated that there will be no material change to the distribution plan as
a result of the Redomestication.
WHAT IS THE EFFECT OF SHAREHOLDER APPROVAL OF THE AGREEMENT?
Under the 1940 Act, the shareholders of a mutual fund must elect trustees and
approve the initial investment advisory agreement(s) for the fund. In
addition, if a mutual fund wants to operate under a manager of managers
structure (as described more fully above under Proposal 2), shareholders must
also approve the use of such structure. Theoretically, if the Agreement is
approved by shareholders and Voyageur Investment Trust is reorganized to a
Delaware statutory trust, the shareholders would need to vote on these three
items for the DE Trust.
The DE Trust and the DE Funds must obtain shareholder approval of these items
in order to comply with the 1940 Act and to operate in the same manner they do
currently after the Redomestication. The Trustees, however, have determined
that it is in the best interests of the shareholders to avoid the considerable
expense of another shareholder meeting to obtain these approvals after the
Redomestication. The Trustees, therefore, have determined that by approving
the Agreement you are also approving, for purposes of the 1940 Act: (1) the
election of the Trustees of Voyageur Investment Trust who are in office at the
time of the Redomestication (including the Trustees elected under Proposal 1)
as trustees of the DE Trust; (2) new investment advisory agreement between the
DE Trust and DMC on behalf of each DE Fund, which are identical in all
material respects to the investment advisory agreements currently in place for
the MA Funds; and (3) the manager of managers structure for a DE Fund, as
described in Proposal 2, but only in the event that such Proposal has been
approved by shareholders of the corresponding MA Fund.
Prior to the Redomestication, if the Agreement is approved by shareholders of
Voyageur Investment Trust, the officers will cause Voyageur Investment Trust,
as the sole shareholder of the DE Trust and each DE Fund, to vote its shares
FOR the matters specified above (or, with respect to the use of the manager of
managers structure, in the same manner as shareholders of the particular MA
Fund have voted on Proposal 2). This action will enable the DE Trust to
satisfy the requirements of the 1940 Act without involving the time and
expense of another shareholder meeting.
WHAT IS THE CAPITALIZATION AND STRUCTURE OF THE DE TRUST?
The DE Trust was formed as a Delaware statutory trust on September 30, 2004
pursuant to the Delaware Act. As of the effective date of the Redomestication,
the DE Trust will have separate series, each of which will correspond to the
similarly named series of Voyageur Investment Trust, each with an unlimited
number of shares of beneficial interest without par value authorized. The
shares of each DE Fund will be allocated into classes to correspond to the
current classes of shares of the corresponding MA Fund.
As of the effective date of the Redomestication, like the existing shares you
hold, outstanding shares of the DE Trust will be fully paid, nonassessable
(e.g., you will not owe any further money to Voyageur Investment Trust to own
your shares), and have no preemptive or subscription rights (e.g., no special
rights to purchase shares in advance of other investors). The DE Trust will
also have the same fiscal year as Voyageur Investment Trust.
ARE THERE ANY TAX CONSEQUENCES FOR SHAREHOLDERS?
The Redomestication is designed to be "tax-free" for federal income tax
purposes so that you will not experience a taxable gain or loss when the
Redomestication is completed. Generally, the basis and holding period of your
shares in a DE Fund will be the same as the basis and holding period of your
shares in the corresponding MA Fund. Consummation of the Redomestication is
subject to receipt of a legal opinion from the law firm of Stradley Ronon
Stevens & Young, LLP, counsel to the DE Trust and Voyageur Investment Trust,
that, under the Internal Revenue Code of 1986, as amended, the Redomestication
will not give
15
rise to the recognition of income, gain, or loss for federal income tax
purposes to Voyageur Investment Trust, the MA Funds, the DE Trust, or the DE
Funds, or to their shareholders.
WHAT IF I CHOOSE TO SELL MY SHARES AT ANY TIME?
A request to sell MA Fund shares that is received and processed prior to the
effective date of the Redomestication will be treated as a redemption of
shares of that MA Fund. A request to sell shares that is received and
processed after the effective date of the Redomestication will be treated as a
request for the redemption of the same number of shares of the corresponding
DE Fund.
WHAT IS THE EFFECT OF MY VOTING "FOR" THE AGREEMENT?
By voting "FOR" the Agreement, and if the Redomestication is approved and
completed, you will become a shareholder of a mutual fund organized as a
Delaware statutory trust, with trustees, an investment advisory agreement, a
distribution plan, and other service arrangements that are substantially
identical to those currently in place for your corresponding MA Fund or Funds.
In addition, if the Redomestication is approved and completed, you will have
the same exchange and conversion rights that you have currently, including
counting the time you held shares of an MA Fund for purposes of calculating
any redemption fee or contingent deferred sales charges on shares you receive
of the corresponding DE Fund.
WHAT VOTE IS REQUIRED TO APPROVE THE AGREEMENT?
Assuming a Quorum is present, the approval of the Agreement requires an
affirmative Majority Vote of the outstanding shares of the series of the
Trust.
THE VIT BOARD RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL 3.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Ernst & Young LLP has been selected as the independent registered
public accounting firm for each of the Trusts for their current fiscal year.
The Audit Committee must approve all audit and non-audit services provided by
Ernst & Young LLP relating to the operations or financial reporting of the
Trusts. The Audit Committee reviews any audit or non-audit services to be
provided by Ernst & Young LLP to determine whether they are appropriate and
permissible under applicable law.
The Audit Committee has adopted policies and procedures to provide a
framework for the Audit Committee's consideration of non-audit services by
Ernst & Young LLP. These policies and procedures require that any non-audit
service to be provided by Ernst & Young LLP to a Trust, DMC or any entity
controlling, controlled by or under common control with DMC that relate
directly to the operations and financial reporting of a Trust are subject to
pre-approval by the Audit Committee or the Chairperson of the Audit Committee
before such service is provided.
Representatives of Ernst & Young LLP are not expected to be present at the
Meeting, but will have the opportunity to make a statement if they wish, and
will be available should any matter arise requiring Ernst & Young LLP's
presence.
AUDIT FEES. The aggregate fees billed by Ernst & Young LLP in connection with
the annual audit of each Trust's financial statements and for services
normally provided by the independent auditors in connection with statutory and
regulatory filings or engagements for the last two fiscal years (ended on or
before October 31, 2004) for the Trusts are set forth in Exhibit E hereto.
AUDIT-RELATED FEES. There were no fees billed by Ernst & Young LLP for
assurance and other services reasonably related to the performance of the
audit of each Trust's financial statements and not reported above under "Audit
Fees" for the last two fiscal years (ended on or before October 31, 2004).
The aggregate fees billed by Ernst & Young LLP for assurance and other
services relating to the performance of the audit of the financial statements
of DMC and other service providers under common control with DMC that relate
directly to the operations or financial reporting of a Trust for the twelve
month periods ended October 31, 2004 and 2003 are set forth in Exhibit E.
These audit-related services were as follows: issuance of reports concerning
transfer agent's system of internal accounting control pursuant to Rule
17Ad-13 of the Securities Exchange Act; issuance of agreed upon procedures
reports to the Trusts' Boards in connection with the annual transfer agent and
fund accounting service agent contract renewals and the pass-through of
internal legal cost relating to the operations of the Trusts; and preparation
of Report on Controls Placed in
16
Operation and Tests of Operating Effectiveness Relating to the Retirement Plan
Services Division. None of these services were approved by the Audit Committee
pursuant to the de minimis exception from the pre-approval requirement of
Regulation S-X.
TAX FEES. The aggregate fees billed by Ernst & Young LLP for tax compliance,
tax advice and tax planning (together "tax-related services") provided to the
Trusts for the last two fiscal years (ended on or before October 31, 2004) are
set forth in Exhibit E. None of these services were approved by the Audit
Committee pursuant to the de minimis exception from the pre-approval
requirement of Regulation S-X. These tax-related services were as follows:
review of income tax returns and annual excise distribution calculations.
There were no fees billed by Ernst & Young LLP for tax-related services
provided to DMC and other service providers under common control with DMC that
relate directly to the operations or financial reporting of a Trust for the
twelve month periods ended October 31, 2004 and 2003.
ALL OTHER FEES. There were no fees billed by Ernst & Young LLP for products
and services other than those set forth above for the Trusts' last two fiscal
years.
There were no fees for products and services other than those set forth above
billed by Ernst & Young LLP to DMC and other service providers under common
control with DMC and that relate directly to the operations or financial
reporting of the Trusts.
AGGREGATE NON-AUDIT FEES TO THE TRUSTS, DMC AND SERVICE PROVIDER AFFILIATES.
The aggregate non-audit fees billed by Ernst & Young LLP for services rendered
to the Trusts for their last two fiscal years and to DMC and other service
providers under common control with DMC for the twelve month periods ended
October 31, 2004 and 2003, are set forth in Exhibit E hereto.
In connection with its selection of the independent auditors, the Audit
Committee has considered Ernst & Young LLP's provision of non-audit services
to DMC and other service providers under common control with DMC that were not
required to be pre-approved pursuant to Regulation S-X. The Audit Committee
has determined that the independent auditors' provision of these services is
compatible with maintaining the auditors' independence.
VOTING INFORMATION
HOW WILL THE SHAREHOLDER VOTING BE HANDLED?
Only shareholders of record of the Trusts at the close of business on
December 10, 2004 (the "Record Date") will be entitled to notice of and to
vote at the Meeting on the matters described in this Proxy Statement, and will
be entitled to one vote for each full share and a fractional vote for each
fractional share that they hold. If sufficient votes to approve a Proposal on
behalf of a Trust or a Fund are not received by the date of the Meeting, the
Meeting with respect to that Proposal for such Trust or Fund, as the case may
be, may be adjourned to permit further solicitations of proxies. The holders
of a majority of shares of a Trust or a Fund, as the case may be, entitled to
vote on a Proposal at the Meeting present in person or by proxy (whether or
not sufficient to constitute a Quorum) may adjourn the Meeting as to that
Trust or Fund for that Proposal. The Meeting as to one or more Trusts or Funds
may also be adjourned by the Chairperson of the Meeting. Any adjournment may
be with respect to one or more Proposals for a Trust or Fund, but not
necessarily for all Proposals for all Trusts or Funds. It is anticipated that
the persons named as proxies on the enclosed proxy cards will use the
authority granted to them to vote on adjournment in their discretion.
Abstentions and broker non-votes will be included for purposes of determining
whether a Quorum is present at the Meeting for a particular matter, and will
have the same effect as a vote "against" Proposals 2 and 3, but will have no
affect with respect to Proposal 1, which is the election of Trustees. Broker
non-votes are proxies from brokers or nominees indicating that such persons
have not received voting instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power.
HOW DO I ENSURE MY VOTE IS ACCURATELY RECORDED?
You may attend the Meeting and vote in person. You may also vote by
completing, signing and returning the enclosed proxy card(s) in the enclosed
postage paid envelope, or by telephone or through the Internet. If you return
your signed proxy card(s) or vote by telephone or through Internet, your votes
will be officially cast at the Meeting by the persons appointed as proxies. A
proxy card is, in essence, a ballot. If you simply sign and date the proxy
card(s) but give no voting instructions, your shares will
17
be voted in favor of the Proposals on which you are entitled to vote and in
accordance with the views of management upon any unexpected matters that come
before the Meeting or adjournment of the Meeting. If your shares are held of
record by a broker-dealer and you wish to vote in person at the Meeting, you
should obtain a Legal Proxy from your broker of record and present it at the
Meeting.
MAY I REVOKE MY PROXY?
Shareholders may revoke their proxy at any time before it is voted by sending
a written notice to the applicable Trust expressly revoking their proxy, by
signing and forwarding to the applicable Trust a later-dated proxy, or by
attending the Meeting and voting in person. If your shares are held in the
name of your broker, you will have to make arrangements with your broker to
revoke a previously executed proxy.
WHAT OTHER MATTERS WILL BE VOTED UPON AT THE MEETING?
The Boards of the Trusts do not intend to bring any matters before the
Meeting with respect to the Funds other than those described in this Proxy
Statement. The Boards are not aware of any other matters to be brought before
the Meeting with respect to the Funds by others. If any other matter legally
comes before the Meeting, proxies for which discretion has been granted will
be voted in accordance with the views of management.
WHO IS ENTITLED TO VOTE?
Only shareholders of record on the Record Date will be entitled to vote at
the Meeting. The outstanding shares of the Trusts and the Funds thereof
entitled to vote as of the Record Date are set forth in Exhibit F.
WHAT OTHER SOLICITATIONS WILL BE MADE?
This proxy solicitation is being made by the Boards of the Trusts for use at
the Meeting. The cost of this proxy solicitation will be shared as set forth
below. In addition to solicitation by mail, solicitations also may be made by
advertisement, telephone, telegram, facsimile transmission or other electronic
media, or personal contacts. The Trusts will request broker-dealer firms,
custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of the shares of record. The Trusts may reimburse
broker-dealer firms, custodians, nominees and fiduciaries for their reasonable
expenses incurred in connection with such proxy solicitation. In addition to
solicitations by mail, officers and employees of each Trust, without extra
pay, may conduct additional solicitations by telephone, telecopy and personal
interviews. The Trusts have engaged Georgeson Shareholder Communications, Inc.
("Georgeson") to solicit proxies from brokers, banks, other institutional
holders and individual shareholders at an anticipated cost of approximately
$425,000 to $770,000, including out of pocket expenses, a portion of which
will be borne by the Trusts as described below. Fees and expenses may be
greater depending on the effort necessary to obtain shareholder votes. The
Trusts have also agreed to indemnify Georgeson against certain liabilities and
expenses, including liabilities under the federal securities laws. The Trusts
expect that the solicitations will be primarily by mail, but also may include
telephone, telecopy or oral solicitations. As the Meeting date approaches,
certain shareholders of a Fund may receive a telephone call from a
representative of Georgeson if their votes have not yet been received. Proxies
that are obtained telephonically will be recorded in accordance with the
procedures described below. These procedures are designed to ensure that both
the identity of the shareholder casting the vote and the voting instructions
are accurately determined.
In all cases where a telephonic proxy is solicited, the Georgeson
representative is required to ask for each shareholder's full name and
address, or the zip code or employer identification number, and to confirm
that the shareholder has received the proxy materials in the mail. If the
shareholder is a corporation or other entity, the Georgeson representative is
required to ask for the person's title and confirmation that the person is
authorized to direct the voting of the shares. If the information solicited
agrees with the information provided to Georgeson, then the Georgeson
representative has the responsibility to explain the process, read the
Proposals listed on the proxy card and ask for the shareholder's instructions
on each Proposal. Although the Georgeson representative is permitted to answer
questions about the process, he or she is not permitted to recommend to the
shareholder how to vote, other than to read any recommendation set forth in
this Proxy Statement. Georgeson will record the shareholder's instructions on
the card. Within 72 hours, the shareholder will be sent a letter or mailgram
to confirm his or her vote and asking the shareholder to call Georgeson
immediately if his or her instructions are not correctly reflected in the
confirmation.
WHO WILL PAY THE EXPENSES OF THE PROPOSALS?
The costs of the of Proposals, including the costs of soliciting proxies,
will be borne by one or more of the Trusts, as described below.
18
With respect to Proposal 1, the election of Trustees of the Trusts, the
Trusts will bear the expenses equally.
With respect to Proposal 2, the Trusts will bear the expenses equally in
connection with seeking shareholder approval for use of the Manager of
Managers Structure.
With respect to Proposal 3, because the Redomestication will benefit Voyageur
Investment Trust and its shareholders, the VIT Board has authorized that the
expenses incurred in the Redomestication, including the estimated costs
associated with soliciting proxies with respect to this Proposal, shall be
paid by Voyageur Investment Trust (and therefore indirectly by its
shareholders), whether or not the Redomestication is approved by shareholders.
HOW DO I SUBMIT A SHAREHOLDER PROPOSAL?
None of the Trusts are required to, and they do not intend to, hold regular
annual shareholders' meetings. A shareholder wishing to submit a proposal for
consideration for inclusion in a proxy statement for the next shareholders'
meeting should send his or her written proposal to the offices of the
appropriate Trust, directed to the attention of its Secretary, at the address
of its principal executive office printed on the first page of this Proxy
Statement, so that it is received within a reasonable time before any such
meeting. The inclusion and/or presentation of any such proposal is subject to
the applicable requirements of the proxy rules under the 1934 Act. Submission
of a proposal by a shareholder does not guarantee that the proposal will be
included in the Trust's proxy statement or presented at the meeting.
PRINCIPAL HOLDERS OF SHARES
On the Record Date, the officers and Trustees of each Trust, as a group,
owned less than 1% of the outstanding voting shares of any Fund, or class
thereof, of the Trusts.
To the best knowledge of the Trusts, as of the Record Date, no person, except
as set forth in the table at Exhibit G, owned of record 5% or more of the
outstanding shares of any class of any Fund. Except as noted in Exhibit G, the
Trusts have no knowledge of beneficial ownership.
MORE INFORMATION ABOUT THE TRUSTS
INVESTMENT MANAGER. As described further above, DMC, 2005 Market Street,
Philadelphia, Pennsylvania 19103, serves as the investment manager for each of
the Funds.
ADMINISTRATION, TRANSFER AGENCY AND FUND ACCOUNTING SERVICES. Delaware
Service Company, Inc. ("DSC"), 2005 Market Street, Philadelphia, Pennsylvania
19103, an affiliate of DMC, acts as the administrator, shareholder servicing,
dividend disbursing and transfer agent for each Fund, and for other mutual
funds in the Delaware Investments Family of Funds. DSC also provides fund
accounting services to each Fund. Those services include performing all
functions related to calculating each Fund's net asset value and providing all
financial reporting services, regulatory compliance testing and other related
accounting services. For its transfer agency, shareholder services, fund
accounting and administration services, DSC is paid fees by each Fund
according to fee schedules that are the same for each retail Fund in the
Delaware Investments Family of Funds. These fees are charged to each Fund on a
pro rata basis based on assets.
DISTRIBUTION SERVICES. Pursuant to underwriting agreements relating to each
of the Funds, Delaware Distributors, L.P. (the "Distributor"), 2005 Market
Street, Philadelphia, Pennsylvania 19103, serves as the national distributor
for the Funds. The Distributor pays the expenses of the promotion and
distribution of the Funds' shares, except for payments by the Funds on behalf
of Class A Shares, Class B Shares and Class C Shares under their respective
12b-1 Plans. The Distributor also receives sales loads in connection with the
purchase and redemption of certain classes of shares. The Distributor is an
indirect, wholly owned subsidiary of Delaware Management Holdings, Inc. and an
affiliate of DMC.
Pursuant to a contractual arrangement with the Distributor, Lincoln Financial
Distributors, Inc. ("LFD"), 2001 Market Street, Philadelphia, Pennsylvania
19103, is primarily responsible for promoting the sale of Fund shares through
broker/dealers, financial advisors and other financial intermediaries. LFD is
also an affiliate of the Distributor and DMC.
COMMUNICATIONS TO THE BOARDS
Shareholders who wish to communicate to the full Boards may address
correspondence to Walter P. Babich, Coordinating Trustee for the Trusts, c/o
the applicable Trust at 2005 Market Street, Philadelphia, Pennsylvania, 19103.
Shareholders may also send correspondence to the Coordinating Trustee or any
individual Trustee c/o the applicable Trust at 2005 Market Street,
Philadelphia, Pennsylvania 19103. Without opening any such correspondence,
Trust management will promptly forward all such correspondence to the intended
recipient(s).
19
EXHIBITS TO COMBINED
PROXY STATEMENT
EXHIBIT
Exhibit A - Aggregate Trustee Compensation from each Trust
Exhibit B - Executive Officers of the Trusts
Exhibit C - Form of Agreement and Plan of Redomestication between Voyageur
Investment Trust and Delaware Investments Municipal Trust
Exhibit D - A Comparison of Governing Documents and State Law
Exhibit E - Audit Fee Information
Exhibit F - Outstanding Shares as of December 10, 2004
Exhibit G - Principal Holders of Shares as of December 10, 2004
20
EXHIBIT A
AGGREGATE TRUSTEE COMPENSATION FROM EACH TRUST
TRUSTEES(1)
-------------------------------------------------------------------------------
WALTER P. JOHN H. JOHN A. ANTHONY ANN R. THOMAS F. JANET L.
TRUST BABICH(2) DURHAM(2) FRY(3) D. KNERR LEVEN MADISON YEOMANS
- ----- ------- ------- -------- ------- ------- ------- -------
Delaware Group Adviser Funds.................... $ 2,717 $ 2,524 $ 2,720 $ 2,746 $ 2,919 $ 2,775 $ 2,775
Delaware Group Cash Reserve..................... $ 3,588 $ 3,299 $ 3,495 $ 3,532 $ 3,740 $ 3,537 $ 3,537
Delaware Group Equity Funds I................... $ 2,318 $ 2,135 $ 2,331 $ 2,353 $ 2,534 $ 2,416 $ 2,416
Delaware Group Equity Funds II.................. $ 9,450 $ 8,602 $ 8,798 $ 8,907 $ 9,280 $ 8,679 $ 8,679
Delaware Group Equity Funds III................. $ 9,476 $ 8,606 $ 8,802 $ 8,912 $ 9,297 $ 8,692 $ 8,692
Delaware Group Equity Funds IV.................. $ 3,610 $ 3,313 $ 3,510 $ 3,547 $ 3,758 $ 3,553 $ 3,553
Delaware Group Equity Funds V................... $ 3,410 $ 3,147 $ 3,343 $ 3,377 $ 3,572 $ 3,381 $ 3,381
Delaware Group Foundation Funds................. $ 1,455 $ 1,364 $ 1,560 $ 1,571 $ 1,721 $ 1,663 $ 1,663
Delaware Group Global & International Funds..... $ 3,766 $ 3,478 $ 3,675 $ 3,713 $ 3,912 $ 3,697 $ 3,697
Delaware Group Government Fund.................. $ 1,643 $ 1,530 $ 1,727 $ 1,740 $ 1,897 $ 1,826 $ 1,826
Delaware Group Income Funds..................... $ 4,431 $ 4,061 $ 4,257 $ 4,304 $ 4,535 $ 4,274 $ 4,274
Delaware Group Limited-Term
Government Funds.............................. $ 2,487 $ 2,294 $ 2,491 $ 2,514 $ 2,695 $ 2,567 $ 2,567
Delaware Group State Tax-Free
Income Trust.................................. $ 4,030 $ 3,692 $ 3,889 $ 3,931 $ 4,155 $ 3,921 $ 3,921
Delaware Group Tax-Free Fund.................... $ 4,017 $ 3,684 $ 3,881 $ 3,923 $ 4,144 $ 3,911 $ 3,911
Delaware Group Tax-Free Money Fund.............. $ 719 $ 698 $ 895 $ 896 $ 1,025 $ 1,016 $ 1,016
Delaware Pooled Trust........................... $14,876 $13,595 $ 13,791 $13,963 $14,432 $13,464 $13,464
Voyageur Insured Funds.......................... $ 2,730 $ 2,516 None(3) $ 2,739 $ 2,925 $ 2,780 $ 2,780
Voyageur Intermediate Tax Free Funds............ $ 942 $ 900 None(3) $ 1,101 $ 1,236 $ 1,212 $ 1,212
Voyageur Investment Trust....................... $ 1,907 $ 1,771 None(3) $ 1,984 $ 2,148 $ 2,058 $ 2,058
Voyageur Mutual Funds........................... $ 2,302 $ 2,129 None(3) $ 2,347 $ 2,521 $ 2,404 $ 2,404
Voyageur Mutual Funds II........................ $ 2,230 $ 2,063 None(3) $ 2,280 $ 2,453 $ 2,341 $ 2,341
Voyageur Mutual Funds III....................... $ 3,987 $ 3,637 None(3) $ 3,876 $ 4,109 $ 3,877 $ 3,877
Voyageur Tax Free Funds......................... $ 2,565 $ 2,369 None(3) $ 2,590 $ 2,770 $ 2,636 $ 2,636
- ---------------
(1) Mr. Driscoll does not receive any compensation from any of the Trusts.
Compensation information for Messrs. Bennett and Zecher and Ms. Landreth
is not applicable because such nominees were not members of the Board of
any Trust or any other investment company in the Fund Complex for the
12-month period ended October 31, 2004.
(2) Messrs. Babich and Durham have announced their intention to retire from
the Board effective as of the date of the Meeting and therefore are not
standing for re-election.
(3) In addition to this compensation, for the 12-month period ended on
October 31, 2004, Mr. Fry received $8,827 in professional fees from the
Voyageur Funds for services proviced to the Voyageur Funds' Boards.
A-1
EXHIBIT B
EXECUTIVE OFFICERS OF THE TRUSTS
JOSEPH H. HASTINGS (AGE 55) Executive Vice President/Interim Chief Financial
Officer/Treasurer/Controller of the Trusts and of the other investment
companies within Delaware Investments, and of Delaware Management Holdings,
Inc., DMH Corp., Delaware Investments U.S., Inc., DIAL Holding Company, Inc.,
Delaware Management Company, Inc., Delaware Management Business Trust,
Delaware Management Company, Delaware Lincoln Cash Management, Delaware
Lincoln Investment Advisers and Delaware Capital Management (each a series of
Delaware Management Business Trust), Delaware Service Company, Inc., Lincoln
National Investment Companies, Inc., LNC Administrative Services Corporation
and Delaware General Management, Inc.; Executive Vice President/Chief
Financial Officer/Treasurer/Director of Delaware Management Trust Company;
Executive Vice President/Chief Financial Officer of Retirement Financial
Services, Inc.; Executive Vice President/Interim Chief Financial Officer/
Controller of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Executive Vice President/Interim Chief Financial Officer of
Delaware International Holdings Ltd.; and Executive Vice President of Delaware
Distributors, Inc. and Delaware Distributors, L.P. During the past five years,
Mr. Hastings has served in various executive capacities at different times
within Delaware Investments.
RICHELLE S. MAESTRO (AGE 47) Executive Vice President/General Counsel/
Secretary of the Trusts and of the other investment companies within Delaware
Investments, and of Delaware Management Company, Inc., Delaware Investment
Advisers, Delaware Lincoln Cash Management, and Delaware Capital Management
(each a series of Delaware Management Business Trust); Executive Vice
President/General Counsel/Secretary and Director/Trustee of Delaware
Management Holdings, Inc., DMH Corp., DIAL Holding Company, Inc., Delaware
Investments U.S., Inc., Delaware General Management, Inc., Delaware Management
Company, Inc., Delaware Service Company, Inc., Delaware Distributors, Inc.,
Retirement Financial Services, Inc., Lincoln National Investment Companies,
Inc., and LNC Administrative Services Corporation; Executive President/Deputy
General Counsel/Director of Delaware International Holdings Ltd.; Senior Vice
President/General Counsel/Secretary and Director/Trustee of Delaware
Management Business Trust and Delaware Distributors, L.P.; Senior Vice
President/General Counsel/Secretary of Delaware Management Trust Company; and
Vice President/General Counsel of Lincoln National Convertible Securities
Fund, Inc. and Lincoln National Income Fund, Inc. During the past five years,
Ms. Maestro has served in various executive capacities at different times
within Delaware Investments.
MICHAEL P. BISHOF (AGE 42) Senior Vice President/Investment Accounting of the
Trusts and of the other investment companies within Delaware Investments, and
of Delaware Management Company and Delaware Capital Management (each a series
of Delaware Management Business Trust) and Delaware Distributors, L.P.; Senior
Vice President/Treasurer/Investment Accounting of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Senior Vice President/
Manager of Investment Accounting of Delaware International Advisers Ltd.; and
Chief Financial Officer of Lincoln National Convertible Securities Fund, Inc.
and Lincoln National Income Fund, Inc. During the past five years, Mr. Bishof
has served in various executive capacities at different times within Delaware
Investments.
B-1
EXHIBIT C
FORM OF AGREEMENT AND PLAN OF REDOMESTICATION
BETWEEN VOYAGEUR INVESTMENT TRUST
AND DELAWARE INVESTMENTS MUNICIPAL TRUST
This Agreement and Plan of Reorganization ("AGREEMENT") is made as of this
___ day of ___________, 2005 by and between DELAWARE INVESTMENTS MUNICIPAL
TRUST, a Delaware statutory trust (the "DELAWARE TRUST"), and VOYAGEUR
INVESTMENT TRUST, a Massachusetts business trust (the "MASSACHUSETTS TRUST")
(the Delaware Trust and the Massachusetts Trusts are hereinafter collectively
referred to as the "TRUSTS").
In consideration of the mutual promises contained herein, and intending to be
legally bound, the Trusts hereto agree as follows:
1. PLAN OF REORGANIZATION.
(a) Upon satisfaction of the conditions precedent described in Section 3
hereof, the Massachusetts Trust will convey, transfer and deliver to the
Delaware Trust at the closing provided for in Section 2 hereof (hereinafter
referred to as the "CLOSING") all of the then-existing assets allocated to
each of the Massachusetts Trust's five series of shares to the corresponding
series of shares of the Delaware Trust. In consideration thereof, the Delaware
Trust agrees at the Closing to: (i) assume and pay when due, to the extent
that there exist Massachusetts Trust obligations and liabilities on or after
the Effective Date of the Reorganization (as defined in Section 2 hereof), all
of such obligations and liabilities, whether absolute, accrued, contingent or
otherwise, including all fees and expenses in connection with this Agreement,
which fees and expenses shall, in turn, include, without limitation, costs of
legal advice, accounting, printing, mailing, proxy solicitation and transfer
taxes, if any, such obligations and liabilities allocated to each class of
shares of each series of the Massachusetts Trust to become the obligations and
liabilities of the corresponding class of shares and series of the Delaware
Trust; (ii) adopt as its own the Massachusetts Trust's Notification of
Registration on Form N-8A ("FORM N-8A") for purposes of the Investment Company
Act of 1940, as amended ("1940 ACT"); (iii) file with the U.S. Securities and
Exchange Commission (the "COMMISSION") an amendment to such Form N-8A pursuant
to Section 8(a) of the 1940 Act; and (iv) deliver, in accordance with
paragraph (b) of this Section 1, full and fractional shares of beneficial
interest, without par value, of the Delaware Trust of each class of shares of
the five separate series of the Delaware Trust denominated as Delaware
Tax-Free California Insured Fund, Delaware Tax-Free Florida Fund, Delaware
Tax-Free Florida Insured Fund, Delaware Tax-Free Missouri Insured Fund and
Delaware Tax-Free Oregon Insured Fund (hereinafter individually and
collectively referred to as "SERIES OF THE DELAWARE TRUST"), equal in number
to the number of full and fractional shares of beneficial interest, without
par value, of the corresponding class of shares of the Massachusetts Trust's
five separate series bearing substantially the same name and class structure
as the corresponding Series of the Delaware Trust (hereinafter individually
and collectively referred to as "SERIES OF THE MASSACHUSETTS TRUST")
outstanding immediately prior to the Effective Date of the Reorganization. The
reorganization contemplated hereby is intended to qualify as a reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended ("CODE"). The Massachusetts Trust shall distribute to the shareholders
of each class of shares of each Series of the Massachusetts Trust the shares
of the corresponding class of shares and Series of the Delaware Trust in
accordance with this Agreement and the resolutions of the Massachusetts
Trust's Board Trustees authorizing the transactions contemplated by this
Agreement.
(b) In order to effect the delivery of the shares of the Series of the
Delaware Trust described in Section 1(a)(iv) hereof, the Delaware Trust will
establish an open account for each shareholder of each class of shares of each
Series of the Massachusetts Trust and, on the Effective Date of the
Reorganization, will credit to such account full and fractional shares of
beneficial interest, without par value, of the corresponding class of shares
and Series of the Delaware Trust equal to the number of full and fractional
shares of beneficial interest such shareholder holds in that corresponding
class of shares and Series of the Massachusetts Trust at the close of regular
trading on the New York Stock Exchange, Inc. ("NYSE") on the business day
immediately preceding the Effective Date of the Reorganization. Fractional
shares of each Series of the Delaware Trust will be carried to the third
decimal place. At the close of regular trading on the NYSE on the business day
immediately preceding the Effective Date of the Reorganization, the net asset
value per share of each class of shares of each Series of the Delaware Trust
shall be deemed to be the same as the net asset value per share of the
corresponding class of shares and Series of the Massachusetts Trust. On the
Effective Date of the Reorganization, each certificate representing shares of
the Series of the Massachusetts Trust will be deemed to represent the same
number and the corresponding class of shares and Series of the Delaware Trust.
Simultaneously with the crediting of shares of the corresponding class and
Series of the Delaware Trust to the shareholders of record of the Series of
the Massachusetts Trust, the shares of the Series of the Massachusetts Trust
held by such shareholders shall be cancelled. Shareholders of each Series of
the Massachusetts Trust will have the right to deliver their share
certificates of that Series of the Massachusetts Trust in exchange for share
certificates of shares of the corresponding class and
C-1
Series of the Delaware Trust. However, a shareholder need not deliver such
certificates to the Delaware Trust unless the shareholder so desires.
(c) As soon as practicable after the Effective Date of the Reorganization,
the Massachusetts Trust shall take all necessary actions to effect a complete
dissolution of the Massachusetts Trust under Massachusetts law.
(d) The expenses of entering into and carrying out this Agreement will be
borne by the Massachusetts Trust.
2. CLOSING AND EFFECTIVE DATE OF THE REORGANIZATION.
The Closing shall consist of: (i) the conveyance, transfer and delivery of
the Massachusetts Trust's assets to the Delaware Trust, in exchange for the
assumption and payment, when due, by the Delaware Trust of the Massachusetts
Trust's obligations and liabilities; (ii) the adoption by the Delaware Trust
as its own of the Massachusetts Trust's Form N-8A for purposes of the 1940
Act; (iii) the filing with the Commission of an amendment to such Form N-8A
pursuant to Section 8(a) of the 1940 Act containing such amendments to the
Form N-8A as are determined by the Delaware Trust's Board of Trustees to be
necessary and appropriate as a result of the transactions contemplated by this
Agreement; and (iv) the issuance and delivery of the Delaware Trust's shares,
all in accordance with Section 1 hereof, together with related acts necessary
to consummate such transactions. The Closing shall occur either on (a) the
business day immediately following the later of the receipt of all necessary
regulatory approvals and the final adjournment of the meeting of shareholders
of the Massachusetts Trust at which this Agreement is considered and approved,
or (b) such later date as the Trusts may mutually agree ("EFFECTIVE DATE OF
THE REORGANIZATION").
3. CONDITIONS PRECEDENT.
The obligations of the Massachusetts Trust and the Delaware Trust to
effectuate the transactions hereunder shall be subject to the satisfaction of
each of the following conditions:
(a) Such authority and orders from the Commission and state securities
commissions as may be necessary to permit the Trusts to carry out the
transactions contemplated by this Agreement shall have been received;
(b) (i) One or more post-effective amendments to the Massachusetts Trust's
Registration Statement on Form N-1A ("REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended, and the 1940 Act, containing such
amendments to such Registration Statement as are determined under the
supervision of the Massachusetts Trust's Board of Trustees to be necessary and
appropriate as a result of this Agreement, shall have been filed with the
Commission; (ii) the Delaware Trust shall have adopted as its own such
Registration Statement, as so amended; and (iii) the most recent
post-effective amendment or amendments to the Massachusetts Trust's
Registration Statement shall have become effective, and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued, and no proceeding for that purpose shall have been initiated or
threatened by the Commission (other than any such stop order, proceeding or
threatened proceeding which shall have been withdrawn or terminated);
(c) Each party shall have received an opinion of Stradley Ronon Stevens &
Young, LLP ("SRS&Y"), to the effect that, assuming the reorganization
contemplated hereby is carried out in accordance with this Agreement, the laws
of the State of Delaware and the Commonwealth of Massachusetts, and in
accordance with customary representations provided by the Trusts in a
certificate or certificates delivered to SRS&Y, the reorganization
contemplated by this Agreement qualifies as a "reorganization" under Section
368 of the Code, and thus will not give rise to the recognition of income,
gain or loss for federal income tax purposes to the Massachusetts Trust, the
Delaware Trust or the shareholders of the Massachusetts Trust or the Delaware
Trust;
(d) The Massachusetts Trust shall have received an opinion of SRS&Y, dated
the Effective Date of the Reorganization, addressed to and in form and
substance reasonably satisfactory to the Massachusetts Trust, to the effect
that: (i) the Delaware Trust is a statutory trust duly formed and in good
standing under the laws of the State of Delaware; (ii) this Agreement and the
transactions contemplated thereby and the execution and delivery of this
Agreement have been duly authorized and approved by all requisite trust action
of the Delaware Trust and this Agreement has been duly executed and delivered
by the Delaware Trust and is a legal, valid and binding agreement of the
Delaware Trust; and (iii) the shares of the Delaware Trust to be issued in the
reorganization have been duly authorized and, upon issuance thereof in
accordance with this Agreement, will have been validly issued and fully paid
and will be nonassessable by the Delaware Trust;
(e) The Delaware Trust shall have received the opinion of SRS&Y, dated the
Effective Date of the Reorganization, addressed to and in form and substance
reasonably satisfactory to the Delaware Trust, to the effect that: (i) the
Massachusetts Trust is
C-2
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts; (ii) the Massachusetts Trust is an open-end investment company
of the management type registered under the 1940 Act; and (iii) this Agreement
and the transactions contemplated hereby and the execution and delivery of
this Agreement have been duly authorized and approved by all requisite trust
action of the Massachusetts Trust and this Agreement has been duly executed
and delivered by the Massachusetts Trust and is a legal, valid and binding
agreement of the Massachusetts Trust;
(f) The shares of each Series of the Delaware Trust to be delivered under
this Agreement shall be eligible for sale with each state commission, agency
or jurisdiction with which such eligibility is required in order to permit
shares of each Series of the Delaware Trust lawfully to be delivered to each
shareholder of the corresponding Series of the Massachusetts Trust on the
Effective Date of the Reorganization;
(g) This Agreement and the transactions contemplated hereby shall have been
duly approved by the appropriate action of the Massachusetts Trust's Board of
Trustees and the shareholders of each Series of the Massachusetts Trust;
(h) The shareholders of each Series of the Massachusetts Trust shall have
approved the transactions contemplated by this Agreement, which approval is
deemed to be approval to direct the Massachusetts Trust to vote, and the
Massachusetts Trust shall have voted, as sole shareholder of each Series of
the Delaware Trust, to:
(1) Elect as trustees of the Delaware Trust the following individuals:
Thomas L. Bennett, Jude T. Driscoll, John A. Fry, Anthony D. Knerr, Lucinda
S. Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans and J. Richard
Zecher; and
(2) Approve an Investment Management Agreement between DMC and the
Delaware Trust on behalf of each Series of the Delaware Trust, which is
substantially identical to the then-current Investment Management Agreement
between DMC and the Massachusetts Trust on behalf of each Series of the
Massachusetts Trust;
(i) The Delaware Trust's Board of Trustees shall have duly adopted and
approved this Agreement and the transactions contemplated hereby and shall
have taken the following actions by unanimous consent or, where required, at a
meeting duly called for such purposes:
(1) Approval of the Investment Management Agreement described in paragraph
(h)(2) of this Section 3 on behalf of each Series of the Delaware Trust;
(2) Approval of a Distribution Agreement between Delaware Distributors,
L.P. and the Delaware Trust on behalf of each Series of the Delaware Trust;
(3) Approval of Second Amended and Restated Financial Intermediary
Distribution Agreement dated August 21, 2003 between Delaware Distributors,
L.P. and Lincoln Financial Distributors, Inc. on behalf of the Delaware
Trust;
(4) Approval of a Form of Dealer Agreement between Delaware Distributors,
L.P. and securities dealers, dated January 2001, as amended, on behalf of
each Series of the Delaware Trust;
(5) Approval and adoption pursuant to Rule 18f-3 under the 1940 Act of a
Multiple Class Plan for the Delaware Trust on behalf of its Series of the
Delaware Trust for Class A, Class B, and Class C shares;
(6) Approval, creation and designation of Class A, Class B and Class C,
shares for the Series of the Delaware Trust;
(7) Approval and adoption pursuant to Rule 12b-1 under the 1940 Act of a
Class A Distribution Plan, Class B Distribution Plan and Class C Distribution
Plan for Series of the Delaware Trust;
(8) Approval of a Shareholder Services Agreement between Delaware Service
Company, Inc. and the Delaware Trust, on behalf of each Series of the
Delaware Trust;
(9) Approval of a Fund Accounting Agreement between Delaware Service
Company, Inc. and the Delaware Trust;
(10) Approval of the assignment to the Delaware Trust of the Massachusetts
Trust's (i) Amended and Restated Mutual Fund Custody and Services Agreement
dated May 16, 2002, as amended on November 28, 2003, between Mellon Bank,
N.A. and the Massachusetts Trust;
C-3
(11) Selection of Ernst & Young LLP as the Delaware Trust's independent
registered public accounting firm for the fiscal year ending August 31, 2005;
(12) Authorization of the issuance by the Delaware Trust, prior to the
Effective Date of the Reorganization, of one share of beneficial interest of
each class of each Series of the Delaware Trust to the Massachusetts Trust in
consideration for the payment of $1.00 for each such share for the purpose of
enabling the Massachusetts Trust to vote on the matters referred to in
paragraph (h) of this Section 3;
(13) Submission of the matters referred to in paragraph (h) of this
Section 3 to the Massachusetts Trust as sole shareholder of each class of
each Series of the Delaware Trust; and
(14) Authorization of the issuance and delivery by the Delaware Trust of
shares of each Series of the Delaware Trust on the Effective Date of the
Reorganization and the assumption by the Series of the Delaware Trust of the
obligations and liabilities of the corresponding Series of the Massachusetts
Trust in exchange for the assets of the corresponding Series of the
Massachusetts Trust pursuant to the terms and provisions of this Agreement.
At any time prior to the Closing, any of the foregoing conditions may be
waived or amended, or any additional terms and conditions may be fixed, by the
Massachusetts Trust's Board of Trustees or the Delaware Trust's Board of
Trustees, if, in the judgment of such Board, such waiver, amendment, term or
condition will not affect in a materially adverse way the benefits intended to
be accorded to its shareholders under this Agreement.
4. DISSOLUTION OF THE MASSACHUSETTS TRUST.
Promptly following the consummation of the distribution of the shares of each
Series of the Delaware Trust to holders of the shares of the corresponding
class and Series of the Massachusetts Trust under this Agreement, the officers
of the Massachusetts Trust shall take all steps necessary under Massachusetts
law to dissolve its trust status, including publication of any necessary
notices to creditors, receipt of any necessary pre-dissolution clearances from
the Commonwealth of Massachusetts, and filing a Termination of Trust with the
Office of the Secretary of State of the Commonwealth of Massachusetts.
5. TERMINATION.
The Massachusetts Trust's Board of Trustees may terminate this Agreement and
abandon the reorganization contemplated hereby, notwithstanding approval
thereof by the shareholders of the Series of the Massachusetts Trust, at any
time prior to the Effective Date of the Reorganization if, in the judgment of
such Board, the facts and circumstances make proceeding with this Agreement
inadvisable.
6. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement between the Trusts and there are
no agreements, understandings, restrictions or warranties among the Trusts
other than those set forth herein or herein provided for.
7. FURTHER ASSURANCES.
The Massachusetts Trust and the Delaware Trust shall take such further action
as may be necessary or desirable and proper to consummate the transactions
contemplated hereby.
8. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.
9. GOVERNING LAW.
This Agreement and the transactions contemplated hereby shall be governed by
and construed and enforced in accordance with the laws of the State of
Delaware.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the Delaware Trust and the Massachusetts Trust have each
caused this Agreement and Plan of Reorganization to be executed on its behalf
by a Vice President and attested by its Secretary or an Assistant Secretary,
all as of the day and year first-above written.
VOYAGEUR INVESTMENT TRUST
(a Massachusetts business trust)
Attest: ____________________________ By: ____________________________
Name: Name:
Title: Title:
DELAWARE INVESTMENTS MUNICIPAL TRUST
(a Delaware statutory trust)
Attest: ____________________________ By: ____________________________
Name: Name:
Title: Title:
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EXHIBIT D
A COMPARISON OF GOVERNING DOCUMENTS AND STATE LAW
Delaware Statutory Trust Massachusetts Business Trust
-------------------------------------------------- --------------------------------------------------
GOVERNING A DELAWARE STATUTORY TRUST (A "DST") IS FORMED BY A MASSACHUSETTS BUSINESS TRUST (AN "MBT") IS
DOCUMENTS/ A GOVERNING INSTRUMENT AND THE FILING OF A CREATED BY FILING A DECLARATION OF TRUST WITH THE
GOVERNING BODY CERTIFICATE OF TRUST WITH THE DELAWARE SECRETARY SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS AND
OF STATE. THE DELAWARE LAW GOVERNING A DST IS WITH THE CLERK OF EVERY CITY OR TOWN IN
REFERRED TO IN THIS COMPARISON AS THE "DELAWARE MASSACHUSETTS WHERE THE TRUST HAS A USUAL PLACE OF
ACT." BUSINESS.
A DST IS AN UNINCORPORATED ASSOCIATION ORGANIZED AN MBT IS AN UNINCORPORATED ASSOCIATION ORGANIZED
UNDER THE DELAWARE ACT WHOSE OPERATIONS ARE UNDER THE MASSACHUSETTS STATUTE GOVERNING BUSINESS
GOVERNED BY ITS GOVERNING INSTRUMENT (WHICH MAY TRUSTS (THE "MASSACHUSETTS STATUTE") AND IS
CONSIST OF ONE OR MORE INSTRUMENTS). ITS BUSINESS CONSIDERED TO BE A HYBRID, HAVING CHARACTERISTICS
AND AFFAIRS ARE MANAGED BY OR UNDER THE DIRECTION OF BOTH CORPORATIONS AND COMMON LAW TRUSTS. AN
OF ONE OR MORE TRUSTEES (REFERRED TO HEREIN AS THE MBT'S OPERATIONS ARE GOVERNED BY A TRUST
"TRUSTEES" OR THE "BOARD"). INSTRUMENT AND BY-LAWS. THE BUSINESS AND AFFAIRS
OF AN MBT ARE MANAGED BY OR UNDER THE DIRECTION OF
A BOARD OF TRUSTEES.
IF A DST IS A REGISTERED INVESTMENT COMPANY UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE "1940 ACT"), SUCH DST IS NOT REQUIRED TO HAVE
A TRUSTEE WHO IS A RESIDENT OF DELAWARE OR WHO HAS
A PRINCIPAL PLACE OF BUSINESS IN DELAWARE;
PROVIDED THAT NOTICE THAT THE DST IS SUCH A
REGISTERED INVESTMENT COMPANY IS SET FORTH IN THE
DST'S CERTIFICATE OF TRUST AND THE DST HAS A
REGISTERED OFFICE AND A REGISTERED AGENT FOR
SERVICE OF PROCESS IN DELAWARE.
THE GOVERNING INSTRUMENT FOR DELAWARE INVESTMENTS THE GOVERNING INSTRUMENT FOR THE MBT, VOYAGEUR
MUNICIPAL TRUST (THE "DE TRUST"), A DST, IS INVESTMENT TRUST (THE "TRUST"), IS COMPRISED OF AN
COMPRISED OF AN AGREEMENT AND DECLARATION OF TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF
(THE "DE DECLARATION") AND BY-LAWS (THE "DE TRUST (THE "MA DECLARATION") AND AMENDED AND
BY-LAWS"). THE DE TRUST'S GOVERNING BODY IS THE RESTATED BY-LAWS (THE "MA BY-LAWS"). THE TRUST'S
BOARD. GOVERNING BODY IS A BOARD OF TRUSTEES (REFERRED TO
HEREIN AS THE "TRUSTEES" OR "THE BOARD").
EACH TRUSTEE OF THE DE TRUST HOLDS OFFICE FOR THE EACH TRUSTEE SHALL SERVE DURING THE CONTINUED
LIFETIME OF THE DE TRUST OR UNTIL SUCH TRUSTEE'S LIFETIME OF THE TRUST UNTIL HE OR SHE DIES,
EARLIER DEATH, RESIGNATION, HAVING BEEN DECLARED RESIGNS OR IS REMOVED (AS DESCRIBED BELOW), OR, IF
BANKRUPT OR INCOMPETENT BY A COURT, REMOVAL, OR, SOONER, UNTIL THE NEXT MEETING OF SHAREHOLDERS
IF SOONER THAN ANY SUCH EVENTS, UNTIL THE NEXT CALLED FOR THE PURPOSE OF ELECTING TRUSTEES AND
MEETING OF SHAREHOLDERS CALLED FOR THE PURPOSE OF UNTIL THE ELECTION AND QUALIFICATION OF HIS OR HER
ELECTING TRUSTEES AND UNTIL THE ELECTION AND SUCCESSOR.
QUALIFICATION OF HIS OR HER SUCCESSOR.
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DESIGNATION OF UNDER THE DELAWARE ACT, THE OWNERSHIP INTERESTS IN UNDER THE MASSACHUSETTS STATUTE, THE OWNERSHIP
OWNERSHIP SHARES OR A DST ARE DENOMINATED AS "BENEFICIAL INTERESTS" INTERESTS IN AN MBT ARE DENOMINATED AS "BENEFICIAL
INTERESTS AND ARE HELD BY "BENEFICIAL OWNERS." HOWEVER, INTERESTS" AND ARE HELD BY "BENEFICIAL OWNERS."
THERE IS FLEXIBILITY AS TO HOW A GOVERNING HOWEVER, THERE IS FLEXIBILITY AS TO HOW A
INSTRUMENT REFERS TO "BENEFICIAL INTERESTS" AND GOVERNING INSTRUMENT REFERS TO "BENEFICIAL
"BENEFICIAL OWNERS" AND THE GOVERNING INSTRUMENT INTERESTS" AND "BENEFICIAL OWNERS" AND THE
MAY IDENTIFY "BENEFICIAL INTERESTS" AND GOVERNING INSTRUMENT MAY IDENTIFY "BENEFICIAL
"BENEFICIAL OWNERS" AS "SHARES" AND INTERESTS" AND "BENEFICIAL OWNERS" AS "SHARES" AND
"SHAREHOLDERS," RESPECTIVELY. "SHAREHOLDERS," RESPECTIVELY.
THE DE TRUST'S BENEFICIAL INTERESTS, WITHOUT PAR THE TRUST'S BENEFICIAL INTERESTS, WITHOUT PAR
VALUE, ARE DESIGNATED AS "SHARES" AND ITS VALUE, ARE DESIGNATED AS "SHARES" AND ITS
BENEFICIAL OWNERS ARE DESIGNATED AS BENEFICIAL OWNERS ARE DESIGNATED AS
"SHAREHOLDERS." THIS COMPARISON WILL USE THE "SHAREHOLDERS." THIS COMPARISON WILL USE THE
"SHARE" AND "SHAREHOLDER" TERMINOLOGY. "SHARE" AND "SHAREHOLDER" TERMINOLOGY.
SERIES AND CLASSES UNDER THE DELAWARE ACT, THE GOVERNING INSTRUMENT THE MASSACHUSETTS STATUTE IS LARGELY SILENT AS TO
MAY PROVIDE FOR CLASSES, GROUPS OR SERIES OF AN MBT'S ABILITY TO ISSUE ONE OR MORE SERIES OR
SHARES, SHAREHOLDERS OR TRUSTEES, HAVING SUCH CLASSES OF BENEFICIAL INTERESTS OR ANY
RELATIVE RIGHTS, POWERS AND DUTIES AS SET FORTH IN REQUIREMENTS FOR THE CREATION OF SUCH SERIES OR
THE GOVERNING INSTRUMENT. SUCH CLASSES, GROUPS OR CLASSES, ALTHOUGH THE TRUST DOCUMENTS CREATING AN
SERIES MAY BE CREATED IN THE DST'S GOVERNING MBT MAY PROVIDE METHODS OR AUTHORITY TO CREATE
INSTRUMENT OR OTHERWISE IN THE MANNER PROVIDED IN SUCH SERIES OR CLASSES WITHOUT SEEKING SHAREHOLDER
THE GOVERNING INSTRUMENT. NO STATE FILING IS APPROVAL.
NECESSARY AND, UNLESS REQUIRED BY THE GOVERNING
INSTRUMENT, SHAREHOLDER APPROVAL IS NOT NEEDED.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE
GOVERNING INSTRUMENT OF A DST, WHERE THE DST IS A
REGISTERED INVESTMENT COMPANY UNDER THE 1940 ACT,
ANY CLASS, GROUP OR SERIES OF SHARES ESTABLISHED
BY THE GOVERNING INSTRUMENT SHALL BE A CLASS,
GROUP OR SERIES PREFERRED AS TO DISTRIBUTIONS OR
DIVIDENDS OVER ALL OTHER CLASSES, GROUPS OR SERIES
WITH RESPECT TO ASSETS SPECIFICALLY ALLOCATED TO
SUCH CLASS, GROUP OR SERIES AS CONTEMPLATED BY
SECTION 18 (OR ANY AMENDMENT OR SUCCESSOR
PROVISION) OF THE 1940 ACT AND ANY REGULATIONS
ISSUED THEREUNDER.
THE DE DECLARATION AUTHORIZES THE BOARD TO DIVIDE THE MA DECLARATION PROVIDES THAT THE BENEFICIAL
THE DE TRUST'S SHARES INTO SEPARATE AND DISTINCT INTEREST IN THE TRUST SHALL AT ALL TIMES BE
SERIES AND TO DIVIDE ANY SERIES INTO SEPARATE DIVIDED INTO AN UNLIMITED NUMBER OF SHARES,
CLASSES OF SHARES AS PERMITTED BY THE DELAWARE WITHOUT PAR VALUE. SUBJECT TO THE PROVISIONS OF
ACT. SUCH SERIES AND CLASSES WILL HAVE THE RIGHTS THE MA DECLARATION, EACH SHARE SHALL HAVE THE
AND PREFERENCES SET FORTH IN THE DE DECLARATION VOTING RIGHTS, SHALL BE ENTITLED TO RECEIVE
UNLESS OTHERWISE PROVIDED IN RESOLUTIONS OF THE DIVIDENDS, WHEN AND DECLARED WITH RESPECT
BOARD WITH RESPECT TO SUCH SERIES OR CLASS. THE THERETO. NO SHARES SHALL HAVE ANY PRIORITY OR
BOARD MAY CLASSIFY OR RECLASSIFY ANY UNISSUED PREFERENCE OVER ANY OTHER SHARE OF THE SAME SERIES
SHARES OR ANY SHARES OF THE DE TRUST OR ANY SERIES OR CLASS WITH RESPECT TO DIVIDENDS OR
OR CLASS, THAT WERE PREVIOUSLY ISSUED AND ARE DISTRIBUTIONS UPON TERMINATION OF THE TRUST OR OF
REACQUIRED, INTO ONE OR MORE SERIES OR CLASSES SUCH SERIES OR CLASS MADE PURSUANT TO THE MA
THAT MAY BE ESTABLISHED AND DESIGNATED FROM TIME DECLARATION. THE TRUSTEES MAY FROM TIME TO TIME
TO TIME. THE TRUSTEES MAY FROM TIME TO TIME DIVIDE OR COMBINE THE SHARES OF ANY PARTICULAR
DIVIDE OR COMBINE THE SHARES OF ANY PARTICULAR SERIES OR CLASS INTO A GREATER OR LESSER NUMBER OF
SERIES INTO A GREATER OR LESSER NUMBER OF SHARES SHARES OF THAT SERIES OR CLASS WITHOUT CHANGING
OF THAT SERIES SO LONG AS SUCH DIVISION OR THE PROPORTIONATE BENEFICIAL INTEREST OF THE
COMBINATION DOES NOT MATERIALLY CHANGE THE SHARES OF THAT SERIES OR CLASS IN THE ASSETS
PROPORTIONATE BENEFICIAL INTERESTS OF THE SHARES BELONGING TO THAT SERIES OR CLASS OR IN ANY WAY
OF THAT SERIES IN THE ASSETS HELD WITH RESPECT TO AFFECTING THE RIGHTS OF SHARES OF ANY OTHER SERIES
THAT SERIES OR MATERIALLY AFFECT THE RIGHTS OF OR CLASS.
SHARES OF ANY OTHER SERIES.
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-------------------------------------------------- --------------------------------------------------
THE DE DECLARATION PROVIDES THAT THE ESTABLISHMENT THE MA DECLARATION PROVIDES THAT THE ESTABLISHMENT
AND DESIGNATION OF ANY SERIES OR CLASS SHALL BE AND DESIGNATION OF ANY SERIES OR CLASS OF SHARES,
EFFECTIVE, WITHOUT THE REQUIREMENT OF SHAREHOLDER IN ADDITION TO THE SERIES ESTABLISHED AND
APPROVAL, UPON THE ADOPTION OF A RESOLUTION BY A DESIGNATED IN THE MA DECLARATION, SHALL BE
MAJORITY OF THE THEN BOARD OF TRUSTEES, WHICH EFFECTIVE UPON (I) THE EXECUTION BY A MAJORITY OF
RESOLUTION SHALL SET FORTH SUCH ESTABLISHMENT AND THE THEN TRUSTEES OF AN INSTRUMENT SETTING FORTH
DESIGNATION AND MAY PROVIDE, TO THE EXTENT SUCH ESTABLISHMENT AND DESIGNATION AND THE
PERMITTED BY THE DELAWARE ACT, FOR RIGHTS AND RELATIVE RIGHTS AND PREFERENCES OF SUCH SERIES OR
PREFERENCES OF SUCH SERIES OR CLASS (INCLUDING CLASS, (II) UPON THE EXECUTION OF AN INSTRUMENT IN
VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES WRITING BY AN OFFICER OF THE TRUST PURSUANT TO THE
AS BETWEEN THE DIFFERENT SERIES AND CLASSES) VOTE OF A MAJORITY OF THE TRUSTEES, OR (III) AS
OTHERWISE THAN AS PROVIDED IN THE DE DECLARATION. OTHERWISE PROVIDED IN SUCH INSTRUMENT. EACH
INSTRUMENT ESTABLISHING AND DESIGNATING ANY SERIES
NOTWITHSTANDING ANY OTHER PROVISIONS OF THE DE SHALL HAVE THE STATUS OF AN AMENDMENT TO THE MA
DECLARATION, THE BOARD HAS THE POWER TO AMEND THE DECLARATION.
DE DECLARATION AT ANY TIME, IN ITS SOLE
DISCRETION, WITHOUT SHAREHOLDER ACTION, TO ADD,
DELETE OR MODIFY ANY PROVISIONS RELATING TO THE
SHARES; PROVIDED, THAT BEFORE ADOPTING ANY SUCH
AMENDMENT WITHOUT SHAREHOLDER APPROVAL, THE BOARD
DETERMINES THAT IT IS CONSISTENT WITH THE FAIR AND
EQUITABLE TREATMENT OF ALL SHAREHOLDERS AND THAT
SHAREHOLDER APPROVAL IS NOT OTHERWISE REQUIRED BY
THE 1940 ACT OR OTHER APPLICABLE LAW.
IF SHARES HAVE BEEN ISSUED, SHAREHOLDER APPROVAL
IS REQUIRED FOR ANY AMENDMENTS TO THE DE
DECLARATION THAT WOULD MATERIALLY ADVERSELY AFFECT
THE RIGHTS AND PREFERENCES OF THE SHARES OF ANY
SERIES OR CLASS ALREADY ISSUED; PROVIDED THAT, IF
THE BOARD DETERMINES THAT THE DE TRUST SHOULD NO
LONGER BE OPERATED AS AN INVESTMENT COMPANY UNDER
THE 1940 ACT, THE BOARD MAY ADOPT SUCH AMENDMENTS
TO THE DE DECLARATION TO DELETE THOSE TERMS THE
BOARD IDENTIFIES AS BEING REQUIRED BY THE 1940
ACT.
THE BOARD HAS APPROVED RESOLUTIONS THAT, TOGETHER
WITH THE DE DECLARATION AND THE DE BY-LAWS,
PROVIDE THE SHAREHOLDERS OF EACH SERIES AND CLASS
OF THE DE TRUST WITH RIGHTS AND PREFERENCES THAT
ARE SIMILAR IN MANY RESPECTS TO THOSE OF THE
SHAREHOLDERS OF THE CORRESPONDING SERIES AND CLASS
OF THE TRUST.
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Assets and Liabilities Assets and Liabilities
THE DE DECLARATION ALSO PROVIDES THAT EACH SERIES THE MA DECLARATION PROVIDES THAT ALL CONSIDERATION
OF THE DE TRUST SHALL BE SEPARATE AND DISTINCT RECEIVED BY THE TRUST FOR THE ISSUE OR SALE OF
FROM ANY OTHER SERIES OF THE DE TRUST, AND EACH SHARES OF A PARTICULAR SERIES OR ANY CLASSES
CLASS OF A SERIES SHALL BE SEPARATE AND DISTINCT THEREOF, TOGETHER WITH ALL ASSETS IN WHICH SUCH
FROM ANY OTHER CLASS OF THE SERIES. THE DE TRUST CONSIDERATION IS INVESTED OR REINVESTED, ALL
SHALL MAINTAIN SEPARATE AND DISTINCT RECORDS ON INCOME, EARNINGS, PROFITS AND PROCEEDS THEREOF,
THE BOOKS OF THE DE TRUST FOR EACH SERIES. THE DE FROM WHATEVER SOURCE DERIVED, INCLUDING, WITHOUT
TRUST SHALL HOLD AND ACCOUNT FOR THE ASSETS AND LIMITATION, ANY PROCEEDS DERIVED FROM THE SALE,
LIABILITIES BELONGING TO ANY SUCH SERIES EXCHANGE OR LIQUIDATION OF SUCH ASSETS, AND ANY
SEPARATELY FROM THE ASSETS AND LIABILITIES OF THE FUNDS OR PAYMENTS DERIVED FROM ANY REINVESTMENT OF
DE TRUST OR ANY OTHER SERIES. SUCH PROCEEDS IN WHATEVER FORM THE SAME MAY BE,
SHALL BE HELD BY THE TRUSTEES IN TRUST FOR THE
ALL CONSIDERATION RECEIVED ON SALE OF SHARES OF A BENEFIT OF THE HOLDERS OF SHARES OF THAT SERIES OR
PARTICULAR SERIES, TOGETHER WITH ALL ASSETS IN CLASS THEREOF, AND SHALL IRREVOCABLY BELONG TO
WHICH SUCH CONSIDERATION IS INVESTED OR THAT SERIES (AND BE ALLOCABLE TO ANY CLASSES
REINVESTED, ALL INCOME, EARNINGS, PROFITS, AND THEREOF) FOR ALL PURPOSES, SUBJECT ONLY TO THE
PROCEEDS SHALL IRREVOCABLY BE HELD WITH RESPECT TO RIGHTS OF CREDITORS, AND SHALL BE SO RECORDED UPON
THAT SERIES FOR ALL PURPOSES, SUBJECT ONLY TO THE THE BOOKS OF ACCOUNT OF THE TRUST. SUCH
RIGHTS OF CREDITORS WITH RESPECT TO THAT SERIES, CONSIDERATION, ASSETS, INCOME, EARNINGS, PROFITS
AND SHALL BE SO RECORDED UPON THE BOOKS OF ACCOUNT AND PROCEEDS, INCLUDING ANY PROCEEDS DERIVED FROM
OF THE TRUST. SUCH CONSIDERATION, ASSETS, INCOME, THE SALE, EXCHANGE OR LIQUIDATION OF SUCH ASSETS,
EARNINGS, PROFITS AND PROCEEDS, IN WHATEVER FORM AND ANY FUNDS OR PAYMENTS DERIVED FROM ANY
THE SAME MAY BE, ARE REFERRED TO AS "ASSETS HELD REINVESTMENT OF SUCH PROCEEDS, IN WHATEVER FORM
WITH RESPECT TO" THAT SERIES. THE SAME MAY BE, ARE REFERRED TO IN THE MA
DECLARATION AND HEREIN AS "ASSETS BELONGING TO"
THE ASSETS HELD WITH RESPECT TO EACH PARTICULAR THAT SERIES (AND ALLOCABLE TO ANY CLASSES
SERIES SHALL BE CHARGED AGAINST THE LIABILITIES OF THEREOF). IN THE EVENT THAT THERE ARE ANY ASSETS,
THE DE TRUST HELD WITH RESPECT TO THAT SERIES AND INCOME, EARNINGS, PROFITS, AND PROCEEDS THEREOF,
ALL EXPENSES, COSTS, CHARGES AND RESERVES FUNDS, OR PAYMENTS WHICH ARE NOT READILY
ATTRIBUTABLE TO THAT SERIES. THE LIABILITIES, IDENTIFIABLE AS BELONGING TO ANY PARTICULAR SERIES
EXPENSES, COSTS, CHARGES, AND RESERVES SO CHARGED (COLLECTIVELY, "GENERAL ASSETS"), THE TRUSTEES
TO A SERIES ARE REFERRED TO AS "LIABILITIES HELD SHALL ALLOCATE SUCH GENERAL ASSETS TO, BETWEEN OR
WITH RESPECT TO" THAT SERIES. AMONG ANY ONE OR MORE OF THE SERIES ESTABLISHED
AND DESIGNATED FROM TIME TO TIME IN SUCH MANNER
THE BOARD IS AUTHORIZED TO CAUSE TO BE PAID OUT OF AND ON SUCH BASIS AS THE TRUSTEES, IN THEIR SOLE
THE PRINCIPAL OR INCOME, OR PARTLY OUT OF THE DISCRETION, DEEM FAIR AND EQUITABLE AND ANY
PRINCIPAL AND/OR INCOME, OF THE DE TRUST OR ANY GENERAL ASSETS SO ALLOCATED TO A PARTICULAR SERIES
PARTICULAR SERIES OR CLASS, AND TO CHARGE OR SHALL BELONG TO THAT SERIES (AND BE ALLOCABLE TO
ALLOCATE THE SAME TO, BETWEEN OR AMONG SUCH ONE OR ANY CLASSES THEREOF). EACH SUCH ALLOCATION BY THE
MORE OF THE SERIES OR CLASSES, AS THE BOARD DEEMS TRUSTEES SHALL BE CONCLUSIVE AND BINDING UPON THE
FAIR, ALL EXPENSES, FEES, CHARGES, TAXES AND SHAREHOLDERS OF ALL SERIES (INCLUDING ANY CLASSES
LIABILITIES ARISING IN CONNECTION WITH THE THEREOF) FOR ALL PURPOSES. THE ASSETS BELONGING
MAINTENANCE, OPERATION OR MANAGEMENT OF THE TRUST TO EACH PARTICULAR SERIES SHALL BE CHARGED WITH
OR A PARTICULAR SERIES OR CLASS. IF ANY ASSETS OR THE LIABILITIES OF THE TRUST IN RESPECT TO THAT
LIABILITIES ARE NOT READILY IDENTIFIABLE AS ASSETS SERIES, AND ALL EXPENSES, COSTS, CHARGES AND
OR LIABILITIES HELD WITH RESPECT TO A PARTICULAR RESERVES ATTRIBUTABLE TO THAT SERIES AND ANY
SERIES, THE BOARD SHALL ALLOCATE SUCH ASSETS OR GENERAL LIABILITIES OF THE TRUST WHICH ARE NOT
LIABILITIES TO, BETWEEN OR AMONG ANY ONE OR MORE READILY IDENTIFIABLE AS BELONGING TO ANY
OF THE SERIES IN SUCH MANNER AND ON SUCH BASIS AS PARTICULAR SERIES SHALL BE ALLOCATED AND CHARGED
THE BOARD, IN ITS SOLE DISCRETION, DEEMS FAIR AND BY THE TRUSTEES TO AND AMONG ANY ONE OR MORE OF
EQUITABLE. EACH SUCH ALLOCATION BY THE BOARD SHALL BE THE SERIES ESTABLISHED AND DESIGNATED FROM TIME TO
CONCLUSIVE AND BINDING UPON THE SHAREHOLDERS OF TIME IN A MANNER AND ON SUCH BASIS AS THE TRUSTEES
ALL SERIES FOR ALL PURPOSES. IN THEIR SOLE DISCRETION DEEM FAIR AND EQUITABLE.
IN ADDITION, THE LIABILITIES IN RESPECT OF A
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PARTICULAR CLASS OF SHARES OF A PARTICULAR SERIES
AND ALL EXPENSES, COSTS, CHARGES AND RESERVES
BELONGING TO THAT CLASS OF SHARES, AND ANY GENERAL
LIABILITIES, EXPENSES, COSTS, CHARGES OR RESERVES
OF THAT PARTICULAR SERIES WHICH ARE NOT READILY
IDENTIFIABLE AS BELONGING TO ANY PARTICULAR CLASS
OF SHARES OF THAT SERIES SHALL BE ALLOCATED AND
CHARGED BY THE TRUSTEES TO AND AMONG ANY ONE OR
MORE OF THE CLASSES OF SHARES OF THAT SERIES,
ESTABLISHED AND DESIGNATED FROM TIME TO TIME IN
SUCH MANNER AND ON SUCH BASIS AS THE TRUSTEES, IN
THEIR SOLE DISCRETION, DEEM FAIR AND EQUITABLE.
THE LIABILITIES, EXPENSES, COSTS, CHARGES, AND
RESERVES SO CHARGED TO A SERIES OR CLASS THEREOF
ARE REFERRED TO AS "LIABILITIES BELONGING TO" THAT
SERIES OR CLASS THEREOF. EACH ALLOCATION OF
LIABILITIES, EXPENSES, COSTS, CHARGES AND RESERVES
BY THE TRUSTEES SHALL BE CONCLUSIVE AND BINDING
UPON THE HOLDERS OF ALL SERIES (INCLUDING ANY
CLASSES THEREOF) FOR ALL PURPOSES. ANY CREDITOR
OF ANY SERIES MAY LOOK ONLY TO THE ASSETS OF THAT
SERIES TO SATISFY SUCH CREDITOR'S DEBT.
Dividends and Distributions Dividends and Distributions
THE DE DECLARATION PROVIDES THAT NO DIVIDEND OR DIVIDENDS AND DISTRIBUTIONS ON SHARES OF A
DISTRIBUTION, INCLUDING, WITHOUT LIMITATION, ANY PARTICULAR SERIES OR ANY CLASS THEREOF MAY BE PAID
DISTRIBUTION PAID UPON DISSOLUTION OF THE DE TRUST WITH SUCH FREQUENCY AS THE TRUSTEES MAY DETERMINE,
OR OF ANY SERIES, NOR ANY REDEMPTION OF, THE WHICH MAY BE DAILY OR OTHERWISE PURSUANT TO A
SHARES OF ANY SERIES OR CLASS OF SUCH SERIES SHALL STANDING RESOLUTION OR RESOLUTIONS ADOPTED ONLY
BE EFFECTED BY THE DE TRUST OTHER THAN FROM THE ONCE OR WITH SUCH FREQUENCY AS THE TRUSTEES MAY
ASSETS HELD WITH RESPECT TO SUCH SERIES, NOR, DETERMINE, TO THE HOLDERS OF SHARES OF THAT SERIES
EXCEPT AS SPECIFICALLY PROVIDED IN THE DE OR CLASS, FROM SUCH OF THE INCOME AND CAPITAL
DECLARATION, SHALL ANY SHAREHOLDER OF ANY GAINS, ACCRUED OR REALIZED, FROM THE ASSETS
PARTICULAR SERIES OTHERWISE HAVE ANY RIGHT OR BELONGING TO THAT SERIES, OR IN THE CASE OF A
CLAIM AGAINST THE ASSETS HELD WITH RESPECT TO ANY CLASS, BELONGING TO THAT SERIES AND ALLOCABLE TO
OTHER SERIES OR THE DE TRUST GENERALLY, EXCEPT, IN THAT CLASS, AS THE TRUSTEES MAY DETERMINE, AFTER
THE CASE OF A RIGHT OR CLAIM AGAINST THE ASSETS PROVIDING FOR ACTUAL AND ACCRUED LIABILITIES
HELD WITH RESPECT TO ANY OTHER SERIES, TO THE BELONGING TO THAT SERIES OR CLASS. ALL DIVIDENDS
EXTENT THAT SUCH SHAREHOLDER HAS SUCH A RIGHT OR AND DISTRIBUTIONS ON SHARES OF A PARTICULAR SERIES
CLAIM UNDER THE DE DECLARATION AS A SHAREHOLDER OF OR CLASS IN PROPORTION TO THE NUMBER OF SHARES OF
SUCH OTHER SERIES. THAT SERIES OR CLASS HELD BY SUCH HOLDERS AT THE
DATE AND TIME OF RECORD ESTABLISHED FOR THE
NO SHARE OF THE DE TRUST HAS ANY PRIORITY OR PAYMENT OF SUCH DIVIDENDS OR DISTRIBUTIONS, EXCEPT
PREFERENCE OVER ANY OTHER SHARE OF THE SAME SERIES THAT IN CONNECTION WITH ANY DIVIDEND OR
OR CLASS WITH RESPECT TO DIVIDENDS OR DISTRIBUTION PROGRAM OR PROCEDURE THE TRUSTEES MAY
DISTRIBUTIONS PAID IN THE ORDINARY COURSE OF DETERMINE THAT NO DIVIDEND OR DISTRIBUTION SHALL
BUSINESS OR DISTRIBUTIONS UPON DISSOLUTION OF THE BE PAYABLE ON SHARES AS TO WHICH THE SHAREHOLDER'S
DE TRUST OR OF SUCH SERIES OR CLASS UNDER THE DE PURCHASE ORDER AND/OR PAYMENT HAVE NOT BEEN
DECLARATION. ALL DIVIDENDS AND DISTRIBUTIONS WILL RECEIVED BY THE TIME OR TIMES ESTABLISHED BY THE
BE MADE RATABLY AMONG ALL SHAREHOLDERS OF A TRUSTEES UNDER SUCH PROGRAM OR PROCEDURE. SUCH
PARTICULAR CLASS OF SERIES FROM THE PROPERTY OF DIVIDENDS AND DISTRIBUTIONS MAY BE MADE IN CASH OR
THE DE TRUST HELD WITH RESPECT TO SUCH SERIES SHARES OF THAT SERIES OR CLASS OR A COMBINATION
ACCORDING TO THE NUMBER OF SHARES OF THE CLASS OF THEREOF AS DETERMINED BY THE TRUSTEES OR PURSUANT
SUCH SERIES HELD OF RECORD BY SUCH SHAREHOLDERS ON TO ANY PROGRAM THAT THE TRUSTEES MAY HAVE IN
THE RECORD DATE FOR THE DIVIDEND OR DISTRIBUTION. EFFECT AT THE TIME FOR THE ELECTION BY EACH
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THE BOARD HAS FULL DISCRETION, SUBJECT TO THE 1940 SHAREHOLDER OF THE MODE OR MAKING OF SUCH DIVIDEND
ACT, TO DETERMINE WHICH ITEMS WILL BE TREATED AS OR DISTRIBUTION TO THAT SHAREHOLDER. ANY SUCH
INCOME AND WHICH ITEMS AS CAPITAL; AND EACH SUCH DIVIDEND OR DISTRIBUTION PAID IN SHARES WILL BE
DETERMINATION AND ALLOCATION IS CONCLUSIVE AND PAID AT THE NET ASSET VALUE THEREOF AS DETERMINED
BINDING UPON THE SHAREHOLDERS. THE BOARD MAY IN ACCORDANCE WITH THE MA BY-LAWS. THE MA
PRESCRIBE AND SET FORTH IN THE DE BY-LAWS OR A DECLARATION FURTHER PROVIDES THAT THE TRUSTEES
RESOLUTION OF THE BOARD THE BASES AND TIME FOR SHALL HAVE FULL DISCRETION TO DETERMINE WHICH
DETERMINING THE PER SHARE OR NET ASSET VALUE OF ITEMS SHALL BE TREATED AS INCOME AND WHICH ITEMS
THE SHARES OF ANY SERIES OR NET INCOME AS CAPITAL; AND EACH SUCH DETERMINATION AND
ATTRIBUTABLE TO THE SHARES OF ANY SERIES, OR THE ALLOCATION SHALL BE CONCLUSIVE AND BINDING ON THE
DECLARATION AND PAYMENT OF DIVIDENDS AND SHAREHOLDERS.
DISTRIBUTIONS ON THE SHARES OF ANY SERIES, AS THE
BOARD DEEMS NECESSARY OR DESIRABLE. THE RIGHT OF
SHAREHOLDERS TO RECEIVE DIVIDENDS OR OTHER
DISTRIBUTIONS ON SHARES MAY BE SET FORTH IN A
DISTRIBUTION PLAN ADOPTED BY THE BOARD AND AMENDED
FROM TIME TO TIME PURSUANT TO RULE 18F-3 OF THE
1940 ACT.
THE DE BY-LAWS PROVIDE THAT DIVIDENDS ON THE
SHARES OF THE DE TRUST MAY BE DECLARED BY THE BOARD
AT ANY REGULAR OR SPECIAL MEETING, PURSUANT TO
APPLICABLE LAW, AND DIVIDENDS MAY BE PAID IN CASH,
IN PROPERTY, OR IN SHARES OF THE DE TRUST. BEFORE
PAYMENT OF ANY DIVIDEND THE BOARD MAY SET ASIDE
OUT OF ANY FUNDS OF THE DE TRUST AVAILABLE FOR
DIVIDENDS SUCH SUM OR SUMS AS THE BOARD THINK
PROPER AS A RESERVE FUND TO MEET CONTINGENCIES, OR
FOR EQUALIZING DIVIDENDS, OR FOR REPAIRING OR
MAINTAINING ANY PROPERTY OF THE DE TRUST, OR FOR SUCH
OTHER PURPOSE AS THE BOARD DEEMS TO BE IN THE BEST
INTERESTS OF THE DE TRUST, AND MAY ABOLISH ANY SUCH
RESERVE IN THE MANNER IN WHICH THE RESERVE WAS
CREATED.
AMENDMENTS TO THE DELAWARE ACT PROVIDES BROAD FLEXIBILITY AS TO THE MASSACHUSETTS STATUTE PROVIDES BROAD
GOVERNING DOCUMENTS THE MANNER OF AMENDING AND/OR RESTATING THE FLEXIBILITY AS TO THE MANNER OF AMENDING OR
GOVERNING INSTRUMENT OF A DST. AMENDMENTS TO THE RESTATING THE GOVERNING INSTRUMENT OF AN MBT. THE
DE DECLARATION THAT DO NOT CHANGE THE INFORMATION MASSACHUSETTS STATUTE PROVIDES THAT THE TRUSTEES
IN THE DST'S CERTIFICATE OF TRUST ARE NOT REQUIRED SHALL, WITHIN THIRTY (30) DAYS AFTER THE ADOPTION
TO BE FILED WITH THE DELAWARE SECRETARY OF STATE. OF ANY AMENDMENT TO THE DECLARATION OF TRUST, FILE
A COPY WITH THE SECRETARY OF THE COMMONWEALTH OF
THE COMMONWEALTH OF MASSACHUSETTS AND WITH THE
CLERK OF EVERY CITY OR TOWN IN MASSACHUSETTS WHERE
THE TRUST HAS A USUAL PLACE OF BUSINESS.
Declaration of Trust Declaration of Trust
THE DE DECLARATION MAY BE RESTATED AND/OR AMENDED THE MA DECLARATION MAY BE AMENDED AT ANY TIME BY
AT ANY TIME BY A WRITTEN INSTRUMENT SIGNED BY A AN INSTRUMENT IN WRITING SIGNED BY A MAJORITY OF
MAJORITY OF THE BOARD AND, IF REQUIRED, BY THE TRUSTEES WHEN AUTHORIZED TO DO SO BY A VOTE OF
APPROVAL OF SUCH AMENDMENT BY THE SHAREHOLDERS, BY A MAJORITY OF THE SHARES ENTITLED TO VOTE, EXCEPT
THE AFFIRMATIVE VOTE OF THE MAJORITY OF VOTES CAST THAT A SHAREHOLDER VOTE IS NOT REQUIRED FOR
AT A SHAREHOLDERS' MEETING AT WHICH A QUORUM IS AMENDMENTS MADE TO ADD TO, DELETE, REPLACE OR
PRESENT. NOTWITHSTANDING THE ABOVE, THE BOARD OTHERWISE MODIFY ANY PROVISIONS RELATING TO THE
EXPRESSLY RESERVES THE RIGHT TO AMEND OR REPEAL SHARES CONTAINED IN THE MA DECLARATION FOR THE
ANY PROVISIONS CONTAINED IN THE DE DECLARATION OF PURPOSE OF (I) RESPONDING TO OR COMPLYING WITH ANY
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TRUST OR THE CERTIFICATE OF TRUST IN ACCORDANCE REGULATION, ORDERS, RULINGS OR INTERPRETATIONS OF
WITH ITS POWERS TO ADD, DELETE OR MODIFY ANY ANY GOVERNMENTAL AGENCY OR ANY LAWS, NOW OR
PROVISIONS RELATING TO SHARES, AS DESCRIBED ABOVE HEREAFTER APPLICABLE TO THE TRUST, PROVIDED THAT
UNDER "SERIES AND CLASSES," AND ALL RIGHTS, BEFORE ADOPTING SUCH AN AMENDMENT WITHOUT
CONTRACTUAL AND OTHERWISE, CONFERRED UPON SHAREHOLDER APPROVAL, THE TRUSTEES SHALL DETERMINE
SHAREHOLDERS ARE GRANTED SUBJECT TO SUCH THAT IT IS CONSISTENT WITH THE FAIR AND EQUITABLE
RESERVATION. TREATMENT OF ALL SHAREHOLDERS, (II) DESIGNATING
AND ESTABLISHING SERIES OR CLASSES IN ADDITION TO
THE SERIES OR CLASSES ESTABLISHED IN THE MA
DECLARATION, (III) HAVING THE PURPOSE OF CHANGING
THE NAME OF THE TRUST, OR (IV) FOR THE PURPOSE OF
SUPPLYING ANY OMISSION, CURING ANY AMBIGUITY OR
CURING, CORRECTING OR SUPPLEMENTING ANY DEFECTIVE
OR INCONSISTENT PROVISION CONTAINED IN THE MA
DECLARATION.
By-Laws By-Laws
THE DE BY-LAWS MAY BE RESTATED AND/OR AMENDED AT THE MA BY-LAWS MAY BE RESTATED AND/OR AMENDED AT
ANY TIME, WITHOUT THE APPROVAL OF THE ANY TIME, WITHOUT THE APPROVAL OF THE
SHAREHOLDERS, BY AN INSTRUMENT IN WRITING SIGNED SHAREHOLDERS, BY AN INSTRUMENT IN WRITING SIGNED
BY, OR A RESOLUTION OF, A MAJORITY OF THE THEN BY, OR A RESOLUTION OF, A MAJORITY OF THE THEN
BOARD. BOARD OF TRUSTEES.
Certificate of Trust
PURSUANT TO THE DE DECLARATION, THE CERTIFICATE OF
TRUST MAY BE RESTATED AND/OR AMENDED BY A SIMILAR
PROCEDURE TO THAT STATED ABOVE FOR AMENDMENTS
AND/OR RESTATEMENTS OF THE DE DECLARATION.
PREEMPTIVE RIGHTS UNDER THE DELAWARE ACT, A GOVERNING INSTRUMENT MAY THE MA STATUTE CONTAINS NO SPECIFIC PROVISION WITH
AND REDEMPTION OF CONTAIN ANY PROVISION RELATING TO THE RIGHTS, RESPECT TO THE RIGHTS, DUTIES OR OBLIGATIONS OF
SHARES DUTIES AND OBLIGATIONS OF THE SHAREHOLDERS. SHAREHOLDERS.
UNLESS OTHERWISE PROVIDED IN THE GOVERNING
INSTRUMENT, A SHAREHOLDER SHALL HAVE NO PREEMPTIVE
RIGHT TO SUBSCRIBE TO ANY ADDITIONAL ISSUE OF
SHARES OR ANOTHER INTEREST IN A DST.
UNLESS OTHERWISE PROVIDED IN THE TRUST'S THE MA DECLARATION PROVIDES THAT SHAREHOLDERS
PROSPECTUS, AS AMENDED FROM TIME TO TIME, THE DE SHALL HAVE NO PREEMPTIVE OR OTHER RIGHT TO
DECLARATION PROVIDES THAT NO SHAREHOLDER SHALL SUBSCRIBE TO ANY ADDITIONAL SHARES OR OTHER
HAVE THE PREEMPTIVE OR OTHER RIGHT TO SUBSCRIBE SECURITIES ISSUED BY THE TRUST.
FOR NEW OR ADDITIONAL SHARES OR OTHER SECURITIES
ISSUED BY THE DE TRUST OR ANY SERIES THEREOF.
THE DE TRUST SHALL REDEEM ITS SHARES OFFERED BY THE MA DECLARATION PROVIDES THAT THE TRUST SHALL
ANY SHAREHOLDER FOR REDEMPTION, UPON THE PURCHASE SUCH SHARES AS ARE OFFERED BY ANY
PRESENTATION OF A PROPER DOCUMENT AND REDEMPTION SHAREHOLDER FOR REDEMPTION, UPON THE PRESENTATION
REQUEST TO THE DE TRUST OR ITS DESIGNATED AGENT OR OF A PROPER INSTRUMENT OF TRANSFER TOGETHER WITH A
UNDER ANY OTHER REDEMPTION PROCEDURES AS THE BOARD REQUEST DIRECTED TO THE TRUST OR A PERSON
AUTHORIZES. THE DE TRUST WILL PAY THE NET ASSET DESIGNATED BY THE TRUST THAT THE TRUST PURCHASE
VALUE FOR THE SHARES REDEEMED, PURSUANT TO THE DE SUCH SHARES OR IN ACCORDANCE WITH SUCH OTHER
BY-LAWS AND APPLICABLE LAW. THE DE TRUST WILL PAY PROCEDURES FOR REDEMPTION AS THE TRUSTEES MAY FROM
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THE SHAREHOLDER FOR THE REDEEMED SHARES WITHIN TIME TO TIME AUTHORIZE. THE TRUST WILL PAY THE
SEVEN DAYS AFTER THE DATE THE REQUEST IS RECEIVED NET ASSET VALUE NEXT DETERMINED OF THE SHARES, IN
IN PROPER FORM. THE DE TRUST IS NOT OBLIGATED TO ACCORDANCE WITH THE BYLAWS, THE 1940 ACT AND THE
REDEEM SHARES AND THE BOARD MAY SUSPEND OR RULES OF THE SECURITIES AND EXCHANGE COMMISSION
POSTPONE REDEMPTIONS OF SHARES WHEN THE NEW YORK (THE "COMMISSION"), SUBJECT TO ANY CONTINGENT
STOCK EXCHANGE (THE "EXCHANGE") IS CLOSED FOR DEFERRED SALES CHARGE OR REDEMPTION CHARGE IN
OTHER THAN WEEKENDS OR HOLIDAYS, WHEN TRADING ON EFFECT AT THE TIME OF REDEMPTION. PAYMENT FOR
THE EXCHANGE IS RESTRICTED, OR DURING ANY NATIONAL SAID SHARES SHALL BE MADE BY THE TRUST TO THE
FINANCIAL EMERGENCY WHICH MAKES IT IMPRACTICABLE SHAREHOLDERS WITHIN SEVEN DAYS AFTER THE DATE ON
FOR ANY SERIES OF THE DE TRUST TO DISPOSE OF ITS WHICH THE REQUEST IS MADE OR IN ACCORDANCE WITH
PORTFOLIO HOLDINGS OR TO DETERMINE FAIRLY THE SUCH OTHER PROCEDURES, CONSISTENT WITH THE 1940
VALUE OF ITS THE NET ASSETS OR DURING ANY OTHER ACT AND THE RULES OF THE COMMISSION, AS THE
PERIOD UNDER ORDER OF THE SECURITIES AND EXCHANGE TRUSTEES MAY FROM TIME TO TIME AUTHORIZE. THE
COMMISSION ("SEC") FOR THE PROTECTION OF TRUST MAY POSTPONE PAYMENT OF THE REDEMPTION PRICE
INVESTORS. IF THE SHAREHOLDER HAS CERTIFICATES AND MAY SUSPEND THE RIGHT OF THE HOLDERS OF SHARES
FOR SHARES, THE SHAREHOLDER MUST, WITH ANY OF ANY SERIES OR ANY CLASS TO REQUIRE THE TRUST TO
REDEMPTION REQUEST, SURRENDER ANY OUTSTANDING REDEEM SHARES DURING ANY PERIOD OR AT ANY TIME
CERTIFICATE(S) IN FORM FOR TRANSFER, PROVIDE PROOF WHEN AND TO THE EXTENT PERMISSIBLE UNDER THE 1940
OF THE AUTHENTICITY OF SIGNATURES AS REASONABLY ACT. THE TRUST MAY ALSO PURCHASE OR REPURCHASE
REQUIRED AND PROVIDE PROPER STOCK TRANSFER STAMPS, SHARES AT A PRICE NOT EXCEEDING THE NET ASSET
IF APPLICABLE. VALUE OF SUCH SHARES IN EFFECT WHEN THE PURCHASE
OR REPURCHASE OR ANY CONTRACT TO PURCHASE OR
REPURCHASE IS MADE.
PAYMENTS FOR REDEEMED SHARES MAY BE MADE IN CASH, THE REDEMPTION PRICE MAY IN ANY CASE BE PAID
OR, AT THE OPTION OF THE BOARD, OR AN AUTHORIZED WHOLLY OR PARTLY IN KIND IF THE TRUSTEES DETERMINE
OFFICER OR OFFICERS, BE MADE IN KIND OR PARTIALLY THAT SUCH PAYMENT IS ADVISABLE IN THE INTEREST OF
IN CASH AND PARTIALLY IN KIND. FOR ANY PAYMENT IN THE REMAINING SHAREHOLDERS OF THE SERIES THE
KIND, THE BOARD, OR ITS DELEGATEE, HAS ABSOLUTE SHARES OF WHICH ARE BEING REDEEMED. IN MAKING ANY
DISCRETION AS TO WHAT SECURITY OR SECURITIES OF SUCH PAYMENT WHOLLY OR PARTLY IN KIND, THE TRUST
THE DE TRUST SHALL BE DISTRIBUTED IN KIND AND THE SHALL, SO FAR AS MAY BE PRACTICABLE, DELIVER
AMOUNT OF THE SAME. IN-KIND SECURITIES WILL BE ASSETS WHICH APPROXIMATE THE DIVERSIFICATION OF
VALUED AT THE VALUE AT WHICH THEY WERE APPRAISED ALL OF THE ASSETS BELONGING AT THE TIME TO THE
FOR THE THEN CURRENT NET ASSET VALUE OF THE SHARES SERIES THE SHARES OF WHICH ARE BEING REDEEMED.
OF THE DE TRUST, PROVIDED THAT ANY SHAREHOLDER WHO SUBJECT TO THE FOREGOING, THE FAIR VALUE,
CANNOT LEGALLY, UNDER THE 1940 ACT OR EMPLOYEE SELECTION AND QUANTITY OF SECURITIES OR OTHER
RETIREMENT INCOME SECURITY ACT, AS AMENDED PROPERTY SO PAID OR DELIVERED AS ALL OR PART OF
("ERISA"), ACQUIRE SECURITIES SO DISTRIBUTED IN THE REDEMPTION PRICE MAY BE DETERMINED BY OR UNDER
KIND, SHALL RECEIVE CASH. SHAREHOLDERS SHALL BEAR AUTHORITY OF THE TRUSTEES. IN NO CASE SHALL THE
THE EXPENSES OF IN-KIND TRANSACTIONS, INCLUDING, TRUST BE LIABLE FOR ANY DELAY OF ANY CORPORATION
BUT NOT LIMITED TO, TRANSFER AGENCY FEES, OR OTHER PERSON IN TRANSFERRING SECURITIES
CUSTODIAN FEES AND COSTS OF DISPOSITION OF SUCH SELECTED FOR DELIVERY AS ALL OR PART OF ANY
SECURITIES. IF PAYMENT FOR REDEEMED SHARES IS NOT PAYMENT IN KIND.
EXCLUSIVELY IN CASH, ANY SECURITIES DELIVERED IN
KIND WILL BE DELIVERED AS PROMPTLY TO EFFECT
TRANSFERS OF SUCH SECURITIES ON THE BOOKS OF THE
ISSUING CORPORATIONS AS PRACTICABLY CAN BE DONE,
WHICH MAY NOT NECESSARILY OCCUR WITHIN SUCH
SEVEN-DAY PERIOD. IN NO CASE IS THE DE TRUST LIABLE
FOR ANY DELAY BY ANY ISSUING CORPORATION OR OTHER
PERSON IN TRANSFERRING IN-KIND SECURITIES. THE
RIGHT OF ANY SHAREHOLDER TO RECEIVE DIVIDENDS OR
DISTRIBUTIONS ON SHARES REDEEMED AND ALL OTHER
RIGHTS OF SUCH SHAREHOLDER WITH RESPECT TO SHARES
REDEEMED, EXCEPT THE RIGHT TO RECEIVE PAYMENT FOR
SUCH SHARES, SHALL CEASE WHEN THE PURCHASE PRICE
OF SUCH SHARES IS FIXED.
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THE BOARD MAY, WITHOUT THE VOTE OR CONSENT OF THE THE TRUST SHALL HAVE THE RIGHT AT ITS OPTION AND
SHAREHOLDERS, AND SUBJECT TO THE 1940 ACT, REDEEM AT ANY TIME TO REDEEM SHARES OF ANY SHAREHOLDER AT
SHARES OR AUTHORIZE THE CLOSING OF ANY SHAREHOLDER THE NET ASSET VALUE THEREOF AS DESCRIBED THE MA
ACCOUNT, SUBJECT TO SUCH CONDITIONS AS MAY BE DECLARATION (I) IF AT SUCH TIME SUCH SHAREHOLDER
ESTABLISHED BY THE BOARD. OWNS SHARES OF ANY SERIES OR CLASS THEREOF HAVING
AN AGGREGATE NET ASSET VALUE OF LESS THAN AN
AMOUNT DETERMINED FROM TIME TO TIME BY THE
TRUSTEES; OR (II) TO THE EXTENT THAT SUCH
SHAREHOLDER OWN SHARES EQUAL TO OR IN EXCESS OF A
PERCENTAGE DETERMINED FROM TIME TO TIME BY THE
TRUSTEES OF THE OUTSTANDING SHARES OF THE TRUST OR
OF ANY SERIES OR CLASS THEREOF.
DISSOLUTION AND UNLESS DISSOLVED UNDER THE DE DECLARATION, THE DE UNLESS TERMINATED AS DESCRIBED BELOW, THE TRUST
TERMINATION EVENTS TRUST HAS A PERPETUAL EXISTENCE. THE DE TRUST MAY SHALL CONTINUE WITHOUT LIMITATION OF TIME. THE
BE DISSOLVED AT ANY TIME BY VOTE OF A MAJORITY OF TRUST MAY BE TERMINATED AT ANY TIME BY VOTE OF AT
THE SHARES OF THE DE TRUST ENTITLED TO VOTE OR BY LEAST 66-2/3% OF THE SHARES OF EACH SERIES
THE BOARD BY WRITTEN NOTICE TO THE SHAREHOLDERS. ENTITLED TO VOTE AND VOTING SEPARATELY BY SERIES
ANY SERIES MAY BE DISSOLVED AT ANY TIME BY VOTE OF OR BY THE TRUSTEES BY WRITTEN NOTICE TO THE
A MAJORITY OF THE SHARES OF THAT SERIES OR BY THE SHAREHOLDERS. ANY SERIES MAY BE TERMINATED AT ANY
BOARD BY WRITTEN NOTICE TO THE SHAREHOLDERS OF TIME BY VOTE OF AT LEAST 66-2/3% OF THE SHARES OF
THAT SERIES. THAT SERIES OR BY THE TRUSTEES BY WRITTEN NOTICE
TO THE SHAREHOLDERS OF THAT SERIES.
LIQUIDATION UPON UNDER THE DELAWARE ACT, A DST THAT HAS DISSOLVED THE MASSACHUSETTS STATUTE DOES NOT CONTAIN
DISSOLUTION OR SHALL FIRST PAY OR MAKE REASONABLE PROVISION TO SPECIFIC PROVISIONS WITH RESPECT TO THE
TERMINATION PAY ALL KNOWN CLAIMS AND OBLIGATIONS, INCLUDING LIQUIDATION UPON DISSOLUTION OR TERMINATION OF AN
THOSE THAT ARE CONTINGENT, CONDITIONAL AND MBT.
UNMATURED, AND ALL KNOWN CLAIMS AND OBLIGATIONS
FOR WHICH THE CLAIMANT IS UNKNOWN. ANY REMAINING
ASSETS SHALL BE DISTRIBUTED TO THE SHAREHOLDERS OR
AS OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT.
UNDER THE DELAWARE ACT, A SERIES THAT HAS
DISSOLVED SHALL FIRST PAY OR MAKE REASONABLE
PROVISION TO PAY ALL KNOWN CLAIMS AND OBLIGATIONS
OF THE SERIES, INCLUDING THOSE THAT ARE
CONTINGENT, CONDITIONAL AND UNMATURED, AND ALL
KNOWN CLAIMS AND OBLIGATIONS OF THE SERIES FOR
WHICH THE CLAIMANT IS UNKNOWN. ANY REMAINING
ASSETS OF THE SERIES SHALL BE DISTRIBUTED TO THE
SHAREHOLDERS OF SUCH SERIES OR AS OTHERWISE
PROVIDED IN THE GOVERNING INSTRUMENT.
THE DE DECLARATION PROVIDES THAT, UPON DISSOLUTION THE MA DECLARATION PROVIDES THAT, UPON TERMINATION
OF THE DE TRUST, THE TRUSTEES SHALL (IN ACCORDANCE OF THE TRUST (OR ANY SERIES, AS THE CASE MAY BE),
WITH THE DELAWARE ACT) PAY OR MAKE REASONABLE AFTER PAYING OR OTHERWISE PROVIDING FOR ALL
PROVISION TO PAY ALL CLAIMS AND OBLIGATIONS OF CHARGES, TAXES, EXPENSES AND LIABILITIES
EACH SERIES (OR THE PARTICULAR DISSOLVED SERIES, BELONGING, SEVERALLY, TO EACH SERIES (OR THE
AS THE CASE MAY BE), INCLUDING ALL CONTINGENT, APPLICABLE SERIES, AS THE CASE MAY BE), WHETHER
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CONDITIONAL OR UNMATURED CLAIMS AND OBLIGATIONS DUE OR ACCRUED OR ANTICIPATED AS MAY BE DETERMINED
KNOWN TO THE DE TRUST, WHETHER OR NOT THE IDENTITY OF BY THE TRUSTEES, THE TRUST SHALL IN ACCORDANCE
THE CLAIMANT IS KNOWN. IF THE SERIES HAS WITH SUCH PROCEDURES AS THE TRUSTEES CONSIDER
SUFFICIENT ASSETS, SUCH CLAIMS, OBLIGATIONS AND, APPROPRIATE REDUCE THE REMAINING ASSETS BELONGING,
IF ANY, PROVISIONS FOR PAYMENT WILL BE PAID IN SEVERALLY, TO EACH SERIES (OR THE APPLICABLE
FULL. IF THE SERIES HAS INSUFFICIENT ASSETS, SUCH SERIES, AS THE CASE MAY BE), TO DISTRIBUTABLE FORM
CLAIMS, OBLIGATIONS AND, IF ANY, PROVISIONS FOR IN CASH OR SHARES OR OTHER SECURITIES, OR ANY
PAYMENT WILL BE PAID ACCORDING TO THEIR PRIORITY COMBINATION THEREOF, AND DISTRIBUTE THE PROCEEDS
AND, AMONG CLAIMS AND OBLIGATIONS OF EQUAL BELONGING TO EACH SERIES (OR THE APPLICABLE
PRIORITY, RATABLY TO THE EXTENT OF AVAILABLE SERIES, AS THE CASE MY BE), TO THE SHAREHOLDERS OF
ASSETS. ANY REMAINING ASSETS (INCLUDING WITHOUT THAT SERIES, RATABLY ACCORDING TO THE NUMBER OF
LIMITATION, CASH, SECURITIES OR ANY COMBINATION SHARES OF THAT SERIES HELD BY THE SEVERAL
THEREOF) OF THE SERIES SHALL BE DISTRIBUTED TO THE SHAREHOLDERS ON THE DATE OF TERMINATION.
SHAREHOLDERS OF SUCH SERIES, RATABLY ACCORDING TO
THE NUMBER OF SHARES OF SUCH SERIES HELD BY THE
SHAREHOLDERS ON THE RECORD DATE FOR SUCH
DISSOLUTION DISTRIBUTION.
VOTING RIGHTS, UNDER THE DELAWARE ACT, THE GOVERNING INSTRUMENT THE MASSACHUSETTS STATUTE DOES NOT CONTAIN
MEETINGS, NOTICE, MAY SET FORTH ANY PROVISION RELATING TO TRUSTEE SPECIFIC PROVISIONS WITH RESPECT TO THE VOTING
QUORUM, RECORD AND SHAREHOLDER VOTING RIGHTS, INCLUDING THE RIGHTS OF THE SHAREHOLDERS OF AN MBT.
DATES AND PROXIES WITHHOLDING OF SUCH RIGHTS FROM CERTAIN TRUSTEES
OR SHAREHOLDERS. IF VOTING RIGHTS ARE GRANTED, THE
GOVERNING INSTRUMENT MAY CONTAIN ANY PROVISION
RELATING TO MEETINGS, NOTICE REQUIREMENTS, WRITTEN
CONSENTS, RECORD DATES, QUORUM REQUIREMENTS,
VOTING BY PROXY AND ANY OTHER MATTER PERTAINING TO
THE EXERCISE OF VOTING RIGHTS. THE GOVERNING
INSTRUMENT MAY ALSO PROVIDE FOR THE ESTABLISHMENT
OF RECORD DATES FOR ALLOCATIONS AND DISTRIBUTIONS
BY THE DST.
THE DE DECLARATION PROVIDES THAT, SUBJECT TO ITS THE MA DECLARATION PROVIDES THAT SHAREHOLDERS
PROVISIONS REGARDING VOTING BY SERIES OR CLASS, SHALL HAVE POWER TO VOTE ONLY (I) FOR THE ELECTION
THE SHAREHOLDERS HAVE THE POWER TO VOTE ONLY (I) OF TRUSTEES AS PROVIDED IN THE MA DECLARATION,
FOR THE ELECTION OF TRUSTEES, INCLUDING FILLING (II) WITH RESPECT TO ANY AMENDMENT OF THE MA
VACANCIES ON THE BOARD PURSUANT TO THE DE DECLARATION TO THE EXTENT AND AS PROVIDED FOR
DECLARATION; (II) WITH RESPECT TO SUCH ADDITIONAL THEREIN, (III) TO THE SAME EXTENT AS THE
MATTERS RELATING TO THE TRUST AS MAY BE REQUIRED STOCKHOLDERS OF A MASSACHUSETTS BUSINESS
BY THE DE DECLARATION, DE BY-LAWS, 1940 ACT OR ANY CORPORATION AS TO WHETHER OR NOT A COURT ACTION,
REGISTRATION STATEMENT OF THE DE TRUST FILED WITH THE PROCEEDING OR CLAIM SHOULD BE OR SHOULD NOT BE
SEC; AND (III) ON SUCH OTHER MATTERS AS THE BOARD BROUGHT OR MAINTAINED DERIVATIVELY OR AS A CLASS
MAY CONSIDER NECESSARY OR DESIRABLE. ACTION ON BEHALF OF THE TRUST OR THE SHAREHOLDERS,
(IV) WITH RESPECT TO THE TERMINATION OF THE TRUST
OR ANY SERIES TO THE EXTENT AND AS PROVIDED IN THE
MA DECLARATION, AND (V) WITH RESPECT TO SUCH
ADDITIONAL MATTERS RELATING TO THE TRUST AS MAY BE
REQUIRED BY THE MA DECLARATION, THE MA BY-LAWS OR
ANY REGISTRATION OF THE TRUST WITH THE COMMISSION
(OR ANY SUCCESSOR AGENCY) OR ANY STATE, OR AS THE
TRUSTEES MAY CONSIDER NECESSARY OR DESIRABLE.
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AT ANY TIME WHEN NO SHARES OF A SERIES OR CLASS
THEREOF ARE OUTSTANDING, THE TRUSTEES MAY EXERCISE
ALL RIGHTS OF SHAREHOLDERS OF THAT SERIES OR CLASS
THEREOF WITH RESPECT TO MATTERS AFFECTING THAT
SERIES AND MAY WITH RESPECT TO THAT SERIES OR
CLASS THEREOF TAKE ANY ACTION REQUIRED BY LAW, THE
MA DECLARATION OR THE MA BY-LAWS TO BE TAKEN BY
THE SHAREHOLDERS.
One Vote Per Share One Vote Per Share
THE SHAREHOLDER OF RECORD (ON THE RECORD DATE THE MA DECLARATION PROVIDES THAT EACH WHOLE SHARE
ESTABLISHED PURSUANT TO THE DE DECLARATION, SHALL BE ENTITLED TO ONE VOTE AS TO ANY MATTER ON
ARTICLE V, SECTION 5) OF EACH SHARE SHALL BE WHICH IT IS ENTITLED TO VOTE AND EACH FRACTIONAL
ENTITLED TO ONE VOTE FOR EACH FULL SHARE, AND A SHARE SHALL BE ENTITLED TO A PROPORTIONATE
FRACTIONAL VOTE FOR EACH FRACTIONAL SHARE. FRACTIONAL VOTE.
Voting by Series or Class Voting by Series or Class
THE DE DECLARATION PROVIDES THAT ALL SHARES OF THE THE MA DECLARATION PROVIDES THAT, EXCEPT AS
DE TRUST ENTITLED TO VOTE ON A MATTER SHALL VOTE OTHERWISE PROVIDED THEREIN, THE SHAREHOLDERS OF
ON THE MATTER, SEPARATELY BY SERIES AND, IF ANY PARTICULAR SERIES OR CLASS SHALL NOT BE
APPLICABLE, BY CLASS; PROVIDED THAT: (I) WHERE THE ENTITLED TO VOTE ON ANY MATTERS AS TO WHICH SUCH
1940 ACT REQUIRES ALL SHARES OF THE DE TRUST TO BE SERIES OR CLASS IS NOT AFFECTED. ON ANY MATTER
VOTED IN THE AGGREGATE WITHOUT DIFFERENTIATION SUBMITTED TO A VOTE OF SHAREHOLDERS, ALL SHARES OF
BETWEEN THE SEPARATE SERIES OR CLASSES, THEN ALL THE TRUST THEN ENTITLED TO VOTE SHALL BE VOTED BY
OF THE DE TRUST'S SHARES SHALL VOTE IN THE INDIVIDUAL SERIES AND CLASS THEREOF, UNLESS
AGGREGATE; AND (II) IF ANY MATTER AFFECTS ONLY THE OTHERWISE REQUIRED BY THE 1940 ACT OR OTHER
INTERESTS OF SOME BUT NOT ALL SERIES OR CLASSES, APPLICABLE LAW OR AS SPECIFICALLY REQUIRED UNDER
THEN ONLY THE SHAREHOLDERS OF SUCH AFFECTED SERIES THE MA DECLARATION OR THE MA BYLAWS OR AS
OR CLASSES SHALL BE ENTITLED TO VOTE ON THE MATTER. OTHERWISE DETERMINED BY THE TRUSTEES. IF ANY
QUESTION ON WHICH THE SHAREHOLDERS ARE ENTITLED TO
VOTE WOULD ADVERSELY AFFECT THE RIGHTS OF ANY
SERIES OR CLASS OF SHARES, THE VOTE OF A MAJORITY
(OR SUCH LARGER VOTE AS MAY BE REQUIRED) OF THE
SHARES OF SUCH SERIES OR CLASS WHICH ARE ENTITLED
TO VOTE, VOTING SEPARATELY, SHALL BE REQUIRED TO
DECIDE SUCH QUESTION.
Shareholders' Meetings Shareholders' Meetings
THE DELAWARE ACT DOES NOT MANDATE ANNUAL THE MA STATUTE DOES NOT MANDATE THAT AN MBT HOLD
SHAREHOLDERS' MEETINGS. ANNUAL SHAREHOLDERS' MEETINGS.
THE DE DECLARATION PROVIDES THAT A SHAREHOLDERS' THE MA DECLARATION PROVIDES THAT NO ANNUAL OR
MEETING MAY BE CALLED BY THE BOARD FOR THE PURPOSE REGULAR MEETING OF SHAREHOLDERS IS REQUIRED. THE
OF ELECTING TRUSTEES, FOR SUCH OTHER PURPOSES AS MA DECLARATION ALSO PROVIDES THAT MEETINGS OF THE
MAY BE PRESCRIBED BY LAW, THE DE DECLARATION OR SHAREHOLDERS MAY BE CALLED BY THE TRUSTEES FOR THE
THE DE BY-LAWS, AND FOR THE PURPOSE OF TAKING PURPOSE OF ELECTING TRUSTEES AS PROVIDED FOR
ACTION UPON ANY OTHER MATTER DEEMED BY THE BOARD THEREIN AND FOR SUCH OTHER PURPOSES AS MAY BE
TO BE NECESSARY OR DESIRABLE. ALSO, A MEETING OF PRESCRIBED BY LAW, BY THE MA DECLARATION OR BY THE
SHAREHOLDERS FOR THE PURPOSE OF ELECTING ONE OR MA BY-LAWS. MEETINGS OF THE SHAREHOLDERS MAY ALSO
MORE TRUSTEES MAY BE CALLED, TO THE EXTENT BE CALLED BY THE TRUSTEES FROM TIME TO TIME FOR
PROVIDED BY THE 1940 ACT AND THE RULES AND THE PURPOSE OF TAKING ACTION UPON ANY OTHER MATTER
REGULATIONS THEREUNDER, BY THE SHAREHOLDERS. DEEMED BY THE TRUSTEES TO BE NECESSARY OR
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THE DE BY-LAWS PROVIDE THAT A SHAREHOLDERS' DESIRABLE. A MEETING OF SHAREHOLDERS MAY BE HELD
MEETING MAY BE CALLED AT ANY TIME BY THE BOARD, AT ANY PLACE DESIGNATED BY THE TRUSTEES. WRITTEN
THE CHAIRPERSON OR THE PRESIDENT. IF THE TRUST IS NOTICE OF ANY MEETING OF SHAREHOLDERS SHALL BE
REQUIRED UNDER THE 1940 ACT TO HOLD A GIVEN OR CAUSED TO BE GIVEN BY THE TRUSTEES BY
SHAREHOLDERS' MEETING TO ELECT TRUSTEES, THE MAILING SUCH NOTICE AT LEAST SEVEN DAYS BEFORE
MEETING SHALL BE DEEMED AN "ANNUAL MEETING" FOR SUCH MEETING, POSTAGE PREPAID, STATING THE TIME
THAT YEAR FOR PURPOSES OF THE 1940 ACT. AND PLACE OF THE MEETING, TO EACH SHAREHOLDER AT
THE SHAREHOLDER'S ADDRESS AS IT APPEARS ON THE
RECORDS OF THE TRUST. WHENEVER NOTICE OF A
MEETING IS REQUIRED TO BE GIVEN TO A SHAREHOLDER
UNDER THE MA DECLARATION OR THE MA BY-LAWS, A
WRITTEN WAIVER THEREOF, EXECUTED BEFORE OR AFTER
THE MEETING BY SUCH SHAREHOLDER OR HIS OR HER
ATTORNEY THEREUNTO AUTHORIZED AND FILED WITH THE
RECORDS OF THE MEETING, SHALL BE DEEMED EQUIVALENT
TO SUCH NOTICE.
THE MA BY-LAWS PROVIDE THAT A MEETING OF THE
SHAREHOLDERS MAY BE CALLED AT ANY TIME BY THE
BOARD OF TRUSTEES, THE CHAIRPERSON (AS DEFINED
THEREIN) OR BY THE PRESIDENT (AS DEFINED THEREIN).
IF THE TRUST IS REQUIRED, UNDER THE 1940 ACT, OR
OTHERWISE, TO HOLD A SHAREHOLDERS' MEETING TO
ELECT TRUSTEES, THE MEETING SHALL BE DEEMED AN
"ANNUAL MEETING" FOR THAT YEAR, INCLUDING FOR
PURPOSES OF THE 1940 ACT.
THE DE BY-LAWS PROVIDE THAT NOTICE OF ANY THE MA BY-LAWS ALSO PROVIDE THAT ALL NOTICES OF
SHAREHOLDERS' MEETING SHALL BE SENT OR OTHERWISE MEETINGS OF SHAREHOLDERS SHALL BE SENT OR
GIVEN NOT LESS THAN SEVEN NOR MORE THAN ONE OTHERWISE GIVEN, (AS DESCRIBED BELOW) NOT LESS
HUNDRED AND TWENTY DAYS BEFORE THE DATE OF THE THAN SEVEN (7) NOR MORE THAN ONE-HUNDRED TWENTY
MEETING. THE NOTICE SHALL SPECIFY (I) THE PLACE, (120) DAYS BEFORE THE DATE OF THE MEETING. THE
DATE AND HOUR OF THE MEETING, AND (II) THE GENERAL NOTICE SHALL SPECIFY (I) THE PLACE, DATE AND HOUR
NATURE OF THE BUSINESS TO BE TRANSACTED. THE OF THE MEETING, AND (II) THE GENERAL NATURE OF THE
NOTICE OF ANY MEETING AT WHICH TRUSTEES ARE TO BE BUSINESS TO BE TRANSACTED. THE NOTICE OF ANY
ELECTED ALSO SHALL INCLUDE THE NAME OF ANY MEETING AT WHICH TRUSTEES ARE TO BE ELECTED ALSO
NOMINEE(S) WHO, AT THE TIME OF THE NOTICE, ARE SHALL INCLUDE THE NAME OF ANY NOMINEE OR NOMINEES
INTENDED TO BE PRESENTED FOR ELECTION. EXCEPT WITH WHOM AT THE TIME OF THE NOTICE ARE INTENDED TO BE
RESPECT TO ADJOURNMENTS AS PROVIDED IN THE DE PRESENTED FOR ELECTION. EXCEPT WITH RESPECT TO
BY-LAWS, NO BUSINESS SHALL BE TRANSACTED AT SUCH ADJOURNMENTS AS PROVIDED FOR IN THE MA BY-LAWS, NO
MEETING OTHER THAN THAT SPECIFIED IN THE NOTICE. BUSINESS SHALL BE TRANSACTED AT SUCH MEETING OTHER
THAN THAT SPECIFIED IN THE NOTICE.
NOTICE OF ANY SHAREHOLDERS' MEETING SHALL BE GIVEN NOTICE OF ANY MEETING OF SHAREHOLDERS SHALL BE
EITHER PERSONALLY OR BY FIRST-CLASS MAIL, COURIER GIVEN EITHER PERSONALLY OR BY FIRST-CLASS MAIL,
OR TELEGRAPHIC, FACSIMILE, ELECTRONIC MAIL OR COURIER OR TELEGRAPHIC, FACSIMILE, ELECTRONIC MAIL
OTHER WRITTEN COMMUNICATION, CHARGES PREPAID, OR OTHER WRITTEN COMMUNICATION, CHARGES PREPAID,
ADDRESSED TO THE SHAREHOLDER AT THE ADDRESS OF ADDRESSED TO THE SHAREHOLDER AT THE ADDRESS OF
THAT SHAREHOLDER APPEARING ON THE BOOKS OF THE DE THAT SHAREHOLDER APPEARING ON THE BOOKS OF THE
TRUST OR ITS TRANSFER AGENT OR GIVEN BY THE TRUST OR ITS TRANSFER AGENT OR GIVEN BY THE
SHAREHOLDER TO THE DE TRUST FOR THE PURPOSE OF SHAREHOLDER TO THE TRUST FOR THE PURPOSE OF
NOTICE. IF NO SUCH ADDRESS APPEARS ON THE DE NOTICE. IF NO SUCH ADDRESS APPEARS ON THE TRUST'S
TRUST'S BOOKS OR IS GIVEN, NOTICE IS DEEMED TO BOOKS OR IS GIVEN, NOTICE SHALL BE DEEMED TO HAVE
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HAVE BEEN GIVEN IF SENT TO THAT SHAREHOLDER BY BEEN GIVEN IF SENT TO THAT SHAREHOLDER BY
FIRST-CLASS MAIL, COURIER, OR TELEGRAPHIC, FIRST-CLASS MAIL, COURIER, OR TELEGRAPHIC,
FACSIMILE, ELECTRONIC MAIL OR OTHER WRITTEN FACSIMILE, ELECTRONIC MAIL OR OTHER WRITTEN
COMMUNICATION TO THE DE TRUST'S PRINCIPAL COMMUNICATION TO THE TRUST'S PRINCIPAL EXECUTIVE
EXECUTIVE OFFICE. NOTICE SHALL BE DEEMED TO HAVE OFFICE. NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN
BEEN GIVEN AT THE TIME WHEN DELIVERED PERSONALLY AT THE TIME WHEN DELIVERED PERSONALLY OR DEPOSITED
OR DEPOSITED IN THE MAIL, WITH A COURIER OR SENT IN THE MAIL, WITH A COURIER OR SENT BY TELEGRAM,
BY TELEGRAM, FACSIMILE, ELECTRONIC MAIL OR OTHER FACSIMILE, ELECTRONIC MAIL OR OTHER MEANS OF
MEANS OF WRITTEN COMMUNICATION. WRITTEN COMMUNICATION.
IF ANY NOTICE ADDRESSED TO A SHAREHOLDER, AT THE IF ANY NOTICE ADDRESSED TO A SHAREHOLDER AT THE
ADDRESS ON RECORD WITH THE DE TRUST, IS RETURNED ADDRESS OF THAT SHAREHOLDER APPEARING ON THE BOOKS
TO THE DE TRUST MARKED TO INDICATE THE NOTICE OF THE TRUST IS RETURNED TO THE TRUST MARKED TO
CANNOT BE DELIVERED AT THAT ADDRESS, ALL FUTURE INDICATE THAT THE NOTICE TO THE SHAREHOLDER CANNOT
NOTICES OR REPORTS SHALL BE DEEMED TO HAVE BEEN BE DELIVERED AT THAT ADDRESS, ALL FUTURE NOTICES
DULY GIVEN WITHOUT FURTHER MAILING, OR SUBSTANTIAL OR REPORTS SHALL BE DEEMED TO HAVE BEEN DULY GIVEN
EQUIVALENT THEREOF, IF SUCH NOTICES SHALL BE WITHOUT FURTHER MAILING, OR SUBSTANTIAL EQUIVALENT
AVAILABLE TO THE SHAREHOLDER ON WRITTEN DEMAND OF THEREOF, IF SUCH NOTICES SHALL BE AVAILABLE TO THE
THE SHAREHOLDER AT THE OFFICES OF THE DE TRUST FOR SHAREHOLDER ON WRITTEN DEMAND OF THE SHAREHOLDER
ONE YEAR FROM THE DATE OF GIVING THE NOTICE. AT THE PRINCIPAL EXECUTIVE OFFICE OF THE TRUST FOR
A PERIOD OF ONE YEAR FROM THE DATE OF THE GIVING
OF THE NOTICE.
Record Dates Record Dates
AS SET FORTH ABOVE, THE DELAWARE ACT AUTHORIZES THE MASSACHUSETTS STATUTE DOES NOT CONTAIN A
THE GOVERNING INSTRUMENT OF A DST TO SET FORTH ANY SPECIFIC PROVISION THAT ADDRESSES THE RECORD DATES
PROVISION RELATING TO RECORD DATES. OF MEETINGS OF SHAREHOLDERS OF AN MBT.
THE DE DECLARATION PROVIDES THAT, FOR PURPOSES OF THE MA DECLARATION PROVIDES THAT, FOR THE PURPOSE
DETERMINING THE SHAREHOLDERS ENTITLED TO NOTICE OF DETERMINING THE SHAREHOLDERS WHO ARE ENTITLED
OF, OR TO VOTE AT, ANY SHAREHOLDERS' MEETING OR TO VOTE OR ACT AT ANY MEETING OR ANY ADJOURNMENT
ENTITLED TO GIVE CONSENT TO ACTION WITHOUT A THEREOF, THE TRUSTEES MAY FROM TIME TO TIME FIX A
MEETING, THE BOARD MAY FIX IN ADVANCE A RECORD TIME AS THE RECORD DATE FOR DETERMINING THE
DATE THAT MAY NOT BE MORE THAN ONE HUNDRED AND SHAREHOLDERS HAVING THE RIGHT TO NOTICE OF AND TO
EIGHTY DAYS NOR LESS THAN SEVEN DAYS BEFORE THE VOTE AT SUCH MEETING AND ANY ADJOURNMENT THEREOF,
DATE OF THE SHAREHOLDERS' MEETING. AND IN SUCH CASE ONLY SHAREHOLDERS OF RECORD ON
THE RECORD DATE SHALL HAVE SUCH RIGHT,
NOTWITHSTANDING ANY TRANSFER OF SHARES ON THE
BOOKS OF THE TRUST AFTER THE RECORD DATE. WITHOUT
FIXING A RECORD DATE, THE TRUSTEES MAY CLOSE THE
REGISTER OR TRANSFER BOOKS FOR ALL OR ANY PART OF
THE PERIOD BETWEEN A RECORD DATE AND A MEETING OF
SHAREHOLDERS. THE MA DECLARATION FURTHER PROVIDES
THAT NOTHING CONTAINED THEREIN SHALL BE CONSTRUED
AS PRECLUDING THE TRUSTEES FROM SETTING DIFFERENT
RECORD DATES FOR DIFFERENT SERIES.
PURSUANT TO THE DE DECLARATION, IF THE BOARD DOES THE MA BY-LAWS PROVIDE THAT THE BOARD OF TRUSTEES
NOT FIX A RECORD DATE: (I) THE RECORD DATE FOR MAY FIX A DATE NOT MORE THAN NINETY (90) DAYS
DETERMINING SHAREHOLDERS ENTITLED TO NOTICE OF, BEFORE THE DATE OF A MEETING OF SHAREHOLDERS. IN
AND TO VOTE AT, A MEETING WILL BE AT THE CLOSE OF THE ABSENCE OF SUCH FIXED RECORD DATE: (I) THE
BUSINESS ON THE BUSINESS DAY NEXT PRECEDING THE DATE FOR DETERMINATION OF SHAREHOLDERS SHALL BE
DAY ON WHICH NOTICE IS GIVEN, OR, IF NOTICE IS THE LATER OF THE CLOSE OF BUSINESS ON THE DAY ON
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WAIVED, AT THE CLOSE OF BUSINESS ON THE BUSINESS WHICH NOTICE OF THE MEETING IS MAILED OR THE
DAY WHICH IS FIVE BUSINESS DAYS NEXT PRECEDING TO THIRTIETH DAY BEFORE THE MEETING; AND (II) THE
THE DAY ON WHICH THE MEETING IS HELD; AND (II) THE DATE FOR DETERMINING SHAREHOLDERS ENTITLED TO
RECORD DATE FOR DETERMINING SHAREHOLDERS ENTITLED RECEIVE PAYMENT OF A DIVIDEND OR AN ALLOTMENT OF
TO GIVE CONSENT TO ACTION IN WRITING WITHOUT A ANY RIGHTS SHALL BE THE CLOSE OF BUSINESS ON THE
MEETING, (A) WHEN NO PRIOR ACTION BY THE BOARD HAS DAY ON WHICH THE RESOLUTION OF THE BOARD OF
BEEN TAKEN, SHALL BE THE DAY ON WHICH THE FIRST TRUSTEES IS ADOPTED.
WRITTEN CONSENT IS GIVEN, OR (B) WHEN PRIOR ACTION
OF THE BOARD HAS BEEN TAKEN, SHALL BE THE CLOSE OF
BUSINESS ON THE DAY ON WHICH THE BOARD ADOPTS THE
RESOLUTION TAKING SUCH PRIOR ACTION OR THE
SEVENTY-FIFTH DAY BEFORE THE DATE OF SUCH OTHER
ACTION, WHICHEVER IS LATER.
TO DETERMINE THE SHAREHOLDERS OF THE DE TRUST OR
ANY SERIES OR CLASS THEREOF ENTITLED TO PAYMENT OF
A DIVIDEND OR ANY OTHER DISTRIBUTION OF ASSETS OF
THE DE TRUST OR ANY SERIES OR CLASS THEREOF, THE
DE DECLARATION AUTHORIZES THE BOARD, FROM TIME TO
TIME, TO FIX A RECORD DATE, WHICH SHALL BE BEFORE
THE DATE FOR THE PAYMENT OF SUCH DIVIDEND OR SUCH
OTHER DISTRIBUTION. THE BOARD MAY SET DIFFERENT
RECORD DATES FOR DIFFERENT SERIES OR CLASSES.
Quorum for Shareholders' Meeting Quorum for Shareholders' Meeting
TO TRANSACT BUSINESS AT A SHAREHOLDERS' MEETING, THE MA DECLARATION PROVIDES THAT, EXCEPT WHEN A
THE DE DECLARATION PROVIDES THAT, EXCEPT WHEN A LARGER QUORUM IS REQUIRED BY THE 1940 ACT OR OTHER
LARGER QUORUM IS REQUIRED BY APPLICABLE LAW, APPLICABLE LAW, THE MA BY-LAWS OR THE MA
THIRTY-THREE AND ONE-THIRD PERCENT OF THE SHARES DECLARATION, 10% OF THE SHARES ENTITLED TO VOTE
PRESENT IN PERSON OR REPRESENTED BY PROXY AND SHALL CONSTITUTE A QUORUM AT A SHAREHOLDERS'
ENTITLED TO VOTE AT THE MEETING SHALL CONSTITUTE A MEETING. ANY MEETING OF SHAREHOLDERS MAY BE
QUORUM AT SUCH MEETING. WHEN A SEPARATE VOTE BY ADJOURNED FROM TIME TO TIME BY A MAJORITY OF THE
ONE OR MORE SERIES OR CLASSES IS REQUIRED, VOTES PROPERLY CAST UPON THE QUESTION, WHETHER OR
THIRTY-THREE AND ONE-THIRD PERCENT OF THE SHARES NOT A QUORUM IS PRESENT, AND THE MEETING MAY BE
OF EACH SUCH SERIES OR CLASS PRESENT IN PERSON OR HELD AS ADJOURNED WITHIN A REASONABLE TIME AFTER
REPRESENTED BY PROXY AND ENTITLED TO VOTE SHALL THE DATE SET FOR THE ORIGINAL MEETING WITHOUT
CONSTITUTE A QUORUM AT SUCH SERIES OR CLASS FURTHER NOTICE.
SHAREHOLDERS' MEETING.
Shareholder Vote Shareholder Vote
THE DE DECLARATION PROVIDES THAT, SUBJECT TO ANY THE MA BY-LAWS PROVIDE THAT, WHEN A QUORUM IS
PROVISION OF THE DE DECLARATION, THE DE BY-LAWS OR PRESENT AT ANY MEETING, A MAJORITY OF THE SHARES
APPLICABLE LAW THAT REQUIRES A DIFFERENT VOTE: (I) VOTED SHALL DECIDE ANY QUESTIONS AND A PLURALITY
IN ALL MATTERS OTHER THAN THE ELECTION OF SHALL ELECT A TRUSTEE, EXCEPT WHEN A LARGER VOTE
TRUSTEES, THE AFFIRMATIVE VOTE OF THE MAJORITY OF IS REQUIRED BY ANY PROVISION OF THE MA
VOTES CAST AT A SHAREHOLDERS' MEETING AT WHICH A DECLARATION, THE MA BY-LAWS OR THE 1940 ACT OR
QUORUM IS PRESENT SHALL BE THE ACT OF THE OTHER APPLICABLE LAW.
SHAREHOLDERS; AND (II) TRUSTEES SHALL BE ELECTED
BY A PLURALITY OF THE VOTES CAST AT A
SHAREHOLDERS' MEETING AT WHICH A QUORUM IS
PRESENT.
Shareholder Vote on Certain Transactions Shareholder Vote on Certain Transactions
PURSUANT TO THE DE DECLARATION, THE BOARD, BY ACT THE MA DECLARATION PROVIDES THAT THE TRUSTEES MAY
OF A MAJORITY OF THE TRUSTEES, MAY CAUSE THE CAUSE THE ASSETS OF THE TRUST OR THE ASSETS OF ANY
MERGER OR CONSOLIDATION WITH OR INTO ONE OR MORE ONE OR MORE SERIES TO BE MERGED INTO OR
STATUTORY TRUSTS OR OTHER BUSINESS ENTITIES CONSOLIDATED WITH ANOTHER TRUST OR COMPANY, OR TO
FORMED, ORGANIZED OR EXISTING UNDER THE LAWS OF THE TRUST TO BE HELD AS ASSETS BELONGING TO
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THE STATE OF DELAWARE, ANY OTHER STATE, THE UNITED ANOTHER SERIES, OR ITS SHARES EXCHANGED UNDER OR
STATES OR ANY FOREIGN COUNTRY OR OTHER FOREIGN PURSUANT TO ANY STATE OR FEDERAL STATUTE, IF ANY,
JURISDICTION. ANY SUCH MERGER OR CONSOLIDATION OR OTHERWISE TO THE EXTENT PERMITTED BY LAW, IF
SHALL NOT REQUIRE THE VOTE OF THE SHAREHOLDERS SUCH MERGER OR CONSOLIDATION OR SHARE EXCHANGE HAS
AFFECTED THEREBY, UNLESS SUCH VOTE IS REQUIRED BY BEEN AUTHORIZED BY VOTE OF A MAJORITY OF THE
THE 1940 ACT, OR UNLESS SUCH MERGER OR OUTSTANDING SHARES, AS SUCH PHRASE IS DEFINED IN
CONSOLIDATION WOULD RESULT IN AN AMENDMENT OF THE THE 1940 ACT; PROVIDED THAT IN ALL RESPECTS NOT
DE DECLARATION THAT WOULD OTHERWISE REQUIRE THE GOVERNED BY STATUTE OR APPLICABLE LAW, THE
APPROVAL OF SUCH SHAREHOLDERS. ALSO, THE BOARD, TRUSTEES SHALL HAVE POWER TO PRESCRIBE THE
BY ACT OF A MAJORITY OF THE TRUSTEES, MAY CAUSE PROCEDURE NECESSARY OR APPROPRIATE TO ACCOMPLISH A
(I) THE DE TRUST TO CONVERT TO A COMMON-LAW TRUST, SALE OF ASSETS, MERGER OR CONSOLIDATION.
A GENERAL PARTNERSHIP, LIMITED PARTNERSHIP OR A
LIMITED LIABILITY COMPANY ORGANIZED, FORMED OR
CREATED UNDER DELAWARE STATE LAW AS PERMITTED
UNDER THE DELAWARE ACT; (II) THE SHARES OF THE DE
TRUST OR ANY SERIES TO BE CONVERTED INTO
BENEFICIAL INTERESTS IN ANOTHER STATUTORY TRUST
(OR SERIES THEREOF) CREATED PURSUANT TO THE DE
DECLARATION; (III) THE SHARES TO BE EXCHANGED
UNDER OR PURSUANT TO ANY STATE OR FEDERAL STATUTE
TO THE EXTENT PERMITTED BY LAW; OR (IV) THE DE
TRUST TO SELL OR TRANSFER ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF THE DE TRUST OR ANY ONE OR MORE
OF ITS SERIES TO ANOTHER TRUST, STATUTORY TRUST,
PARTNERSHIP, LIMITED PARTNERSHIP, LIMITED
LIABILITY COMPANY, ASSOCIATION OR CORPORATION
ORGANIZED UNDER THE LAWS OF ANY STATE, OR TO ONE
OR MORE SEPARATE SERIES THEREOF, OR TO THE DE
TRUST TO BE HELD AS ASSETS OF ONE OR MORE OTHER
SERIES OF THE DE TRUST, IN EXCHANGE FOR CASH,
SHARES OR OTHER SECURITIES (WHICH MAY INCLUDE
SHARES OF SUCH OTHER SERIES) WHETHER OR NOT SUCH
SALE OR TRANSFER IS SUBJECT TO THE LIABILITIES OF
THE SERIES THE ASSETS OF WHICH ARE SO SOLD OR
TRANSFERRED; PROVIDED THAT, IF REQUIRED BY THE
1940 ACT, NO SUCH STATUTORY CONVERSION, SHARE
CONVERSION, SHARE EXCHANGE OR SALE OR TRANSFER OF
ASSETS SHALL BE EFFECTIVE UNLESS APPROVED (AT A
SHAREHOLDERS' MEETING CALLED FOR THAT PURPOSE) BY
THE "VOTE OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES," AS DEFINED IN THE 1940 ACT, OF THE DE
TRUST OR SERIES, AS APPLICABLE.
Cumulative Voting Cumulative Voting
THE DE DECLARATION PROVIDES THAT SHAREHOLDERS ARE THE MA DECLARATION PROVIDES THAT THERE SHALL BE NO
NOT ENTITLED TO CUMULATIVE VOTING IN THE ELECTION CUMULATIVE VOTING IN THE ELECTION OF TRUSTEES.
OF TRUSTEES OR ON ANY OTHER MATTER.
Proxies Proxies
UNDER THE DELAWARE ACT, UNLESS OTHERWISE PROVIDED THE MA STATUTE DOES NOT CONTAIN SPECIFIC
IN THE GOVERNING INSTRUMENT OF A DST, ON ANY PROVISIONS WITH RESPECT TO THE SHAREHOLDERS OF AN
MATTER THAT IS TO BE VOTED ON BY THE TRUSTEES OR MBT VOTING BY PROXY.
THE SHAREHOLDERS, THE TRUSTEES OR SHAREHOLDERS (AS
APPLICABLE) MAY VOTE IN PERSON OR BY PROXY AND THE MA DECLARATION PROVIDES THAT SHARES MAY BE
SUCH PROXY MAY BE GRANTED IN WRITING, BY MEANS OF VOTED IN PERSON OR BY PROXY. A PROXY WITH RESPECT
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"ELECTRONIC TRANSMISSION" (AS DEFINED IN THE TO SHARES HELD IN THE NAME OF TWO OR MORE PERSONS
DELAWARE ACT) OR AS OTHERWISE PERMITTED BY SHALL BE VALID IF EXECUTED BY ANY ONE OF THEM
APPLICABLE LAW. UNDER THE DELAWARE ACT, THE TERM UNLESS AT OR PRIOR TO EXERCISE OF THE PROXY THE
"ELECTRONIC TRANSMISSION" IS DEFINED AS ANY FORM TRUST RECEIVES A SPECIFIC WRITTEN NOTICE TO THE
OF COMMUNICATION NOT DIRECTLY INVOLVING THE CONTRARY FROM ANY ONE OF THEM. A PROXY PURPORTING
PHYSICAL TRANSMISSION OF PAPER THAT CREATES A TO BE EXECUTED BY OR ON BEHALF OF A SHAREHOLDER
RECORD THAT MAY BE RETAINED, RETRIEVED AND SHALL BE DEEMED VALID UNLESS CHALLENGED AT OR
REVIEWED BY A RECIPIENT THEREOF AND THAT MAY BE PRIOR TO ITS EXERCISE AND THE BURDEN OF PROVING
DIRECTLY REPRODUCED IN PAPER FORM BY SUCH A THE INVALIDITY SHALL REST ON THE CHALLENGER.
RECIPIENT THROUGH AN AUTOMATED PROCESS.
THE DE DECLARATION PROVIDES THAT SHARES MAY BE THE MA BY-LAWS PROVIDE THAT EVERY SHAREHOLDER
VOTED IN PERSON OR BY PROXY. THE DE BY-LAWS ENTITLED TO VOTE FOR TRUSTEES OR ON ANY OTHER
PERMIT A SHAREHOLDER TO AUTHORIZE ANOTHER MATTER SHALL HAVE THE RIGHT TO DO SO EITHER IN
PERSON(S) TO ACT AS PROXY BY SIGNING THE PROXY AND PERSON OR BY ONE OR MORE AGENTS AUTHORIZED BY A
FILING IT WITH THE SECRETARY OF THE DE TRUST. A WRITTEN PROXY SIGNED BY THE SHAREHOLDER AND FILED
PROXY IS DEEMED SIGNED IF THE SHAREHOLDER'S NAME WITH THE SECRETARY OF THE TRUST. A PROXY SHALL BE
IS PLACED ON THE PROXY (WHETHER BY MANUAL DEEMED SIGNED IF THE SHAREHOLDER'S NAME IS PLACED
SIGNATURE, TYPEWRITING, TELEGRAPHIC TRANSMISSION, ON THE PROXY (WHETHER BY MANUAL SIGNATURE,
ELECTRONIC TRANSMISSION OR OTHERWISE) BY THE TYPEWRITING, TELEGRAPHIC TRANSMISSION OR
SHAREHOLDER OR THE SHAREHOLDER'S OTHERWISE) BY THE SHAREHOLDER OR THE SHAREHOLDER'S
ATTORNEY-IN-FACT. A VALIDLY EXECUTED PROXY THAT ATTORNEY-IN-FACT. A VALIDLY EXECUTED PROXY WHICH
DOES NOT STATE THAT IT IS IRREVOCABLE CONTINUES IN DOES NOT STATE THAT IT IS IRREVOCABLE SHALL
FULL FORCE AND EFFECT UNLESS (I) REVOKED BY THE CONTINUE IN FULL FORCE AND EFFECT UNLESS (I)
SHAREHOLDER EXECUTING IT BY A WRITTEN NOTICE REVOKED BY THE SHAREHOLDER EXECUTING IT BY A
DELIVERED TO THE DE TRUST PRIOR TO THE EXERCISE OF WRITTEN NOTICE DELIVERED TO THE TRUST PRIOR TO THE
THE PROXY OR BY THE SHAREHOLDER'S EXECUTION OF A EXERCISE OF THE PROXY OR BY THE SHAREHOLDER'S
SUBSEQUENT PROXY OR ATTENDANCE AND VOTE IN PERSON EXECUTION OF A SUBSEQUENT PROXY OR ATTENDANCE AND
AT THE MEETING; OR (II) WRITTEN NOTICE OF THE VOTE IN PERSON AT THE MEETING; OR (II) WRITTEN
DEATH OR INCAPACITY OF THE SHAREHOLDER IS RECEIVED NOTICE OF THE DEATH OR INCAPACITY OF THE
BY THE DE TRUST BEFORE THE PROXY'S VOTE IS SHAREHOLDER IS RECEIVED BY THE TRUST BEFORE THE
COUNTED. UNLESS A PROXY EXPRESSLY PROVIDES PROXY'S VOTE IS COUNTED; PROVIDED, HOWEVER, THAT
OTHERWISE, IT IS NOT VALID MORE THAN ELEVEN MONTHS NO PROXY SHALL BE VALID AFTER THE EXPIRATION OF
AFTER ITS DATE. IN ADDITION, THE DE BY-LAWS ELEVEN (11) MONTHS FROM THE DATE OF THE PROXY
PROVIDE THAT THE REVOCABILITY OF A PROXY THAT UNLESS OTHERWISE PROVIDED IN THE PROXY. THE
STATES ON ITS FACE THAT IT IS IRREVOCABLE SHALL BE REVOCABILITY OF A PROXY THAT STATES ON ITS FACE
GOVERNED BY THE PROVISIONS OF THE GENERAL THAT IT IS IRREVOCABLE SHALL BE GOVERNED BY THE
CORPORATION LAW OF THE STATE OF DELAWARE. APPLICABLE PROVISIONS OF THE BUSINESS CORPORATION
LAW OF THE COMMONWEALTH OF MASSACHUSETTS.
THE DE BY-LAWS PROVIDE THAT THE DE TRUST MAY THE MA BY-LAWS FURTHER PROVIDE THAT, WITH RESPECT
ACCEPT PROXIES BY ELECTRONIC TRANSMISSION (AS TO ANY SHAREHOLDERS' MEETING, THE TRUST MAY ACCEPT
DEFINED IN THE DELAWARE ACT) OR TELEPHONIC, PROXIES BY ANY ELECTRONIC, TELEPHONIC,
COMPUTERIZED, TELECOMMUNICATIONS OR ANY OTHER COMPUTERIZED, TELECOMMUNICATIONS OR OTHER
REASONABLE ALTERNATIVE TO THE EXECUTION OF A REASONABLE ALTERNATIVE TO THE EXECUTION OF A
WRITTEN INSTRUMENT AUTHORIZING THE PROXY TO ACT, WRITTEN INSTRUMENT AUTHORIZING THE PROXY TO ACT,
PROVIDED THE SHAREHOLDER'S AUTHORIZATION IS PROVIDED THE SHAREHOLDER'S AUTHORIZATION IS
RECEIVED WITHIN ELEVEN MONTHS BEFORE THE MEETING. RECEIVED WITHIN ELEVEN (11) MONTHS BEFORE THE
A PROXY WITH RESPECT TO SHARES HELD IN THE NAME OF MEETING. A PROXY WITH RESPECT TO SHARES HELD IN
TWO OR MORE PERSONS IS VALID IF EXECUTED BY ANY THE NAME OF TWO OR MORE PERSONS SHALL BE VALID IF
ONE OF THEM UNLESS AT OR PRIOR TO EXERCISE OF THE EXECUTED BY ANY ONE OF THEM UNLESS AT OR PRIOR TO
PROXY THE DE TRUST RECEIVES A SPECIFIC WRITTEN EXERCISE OF THE PROXY THE TRUST RECEIVES A
NOTICE TO THE CONTRARY FROM ANY ONE OF THEM. A SPECIFIC WRITTEN NOTICE TO THE CONTRARY FROM ANY
PROXY PURPORTING TO BE EXECUTED BY OR ON BEHALF OF ONE OF THEM. A PROXY PURPORTING TO BE EXECUTED BY
A SHAREHOLDER SHALL BE DEEMED VALID UNLESS OR ON BEHALF OF A SHAREHOLDER SHALL BE DEEMED
CHALLENGED AT OR PRIOR TO ITS EXERCISE AND THE VALID UNLESS CHALLENGED AT OR PRIOR TO ITS
BURDEN OF PROVING INVALIDITY SHALL REST WITH THE EXERCISE AND THE BURDEN OF PROVING INVALIDITY
CHALLENGER. SHALL REST WITH THE CHALLENGER.
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Action by Written Consent Action by Written Consent
UNDER THE DELAWARE ACT, UNLESS OTHERWISE PROVIDED THE MA STATUTE DOES NOT CONTAIN SPECIFIC
IN THE GOVERNING INSTRUMENT OF A DST, ON ANY PROVISIONS WITH RESPECT TO ACTION TAKEN BY WRITTEN
MATTER THAT IS TO BE VOTED ON BY THE TRUSTEES OR CONSENT OF THE SHAREHOLDERS OR THE TRUSTEES OF AN
THE SHAREHOLDERS, SUCH ACTION MAY BE TAKEN WITHOUT MBT.
A MEETING, WITHOUT PRIOR NOTICE AND WITHOUT A VOTE
IF A WRITTEN CONSENT(S), SETTING FORTH THE ACTION
TAKEN, IS (ARE) SIGNED BY THE TRUSTEES OR
SHAREHOLDERS (AS APPLICABLE) HAVING NOT LESS THAN
THE MINIMUM NUMBER OF VOTES THAT WOULD BE
NECESSARY TO TAKE SUCH ACTION AT A MEETING AT
WHICH ALL TRUSTEES OR INTERESTS IN THE DST (AS
APPLICABLE) ENTITLED TO VOTE ON SUCH ACTION WERE
PRESENT AND VOTED. UNLESS OTHERWISE PROVIDED IN
THE GOVERNING INSTRUMENT, A CONSENT TRANSMITTED BY
"ELECTRONIC TRANSMISSION" (AS DEFINED IN THE
DELAWARE ACT) BY A TRUSTEE OR SHAREHOLDER (AS
APPLICABLE) OR BY A PERSON(S) AUTHORIZED TO ACT
FOR A TRUSTEE OR SHAREHOLDER (AS APPLICABLE) WILL
BE DEEMED TO BE WRITTEN AND SIGNED FOR THIS
PURPOSE.
Shareholders. THE DE DECLARATION AUTHORIZES Shareholders. THE MA DECLARATION PROVIDES THAT
SHAREHOLDERS TO TAKE ACTION WITHOUT A MEETING AND ANY ACTION TAKEN BY SHAREHOLDERS MAY BE TAKEN
WITHOUT PRIOR NOTICE IF A WRITTEN CONSENT(S) WITHOUT A MEETING IF SHAREHOLDERS HOLDING A
SETTING FORTH THE ACTION TAKEN IS (ARE) SIGNED BY MAJORITY OF THE SHARES ENTITLED TO VOTE ON THE
THE HOLDERS OF NOT LESS THAN THE MINIMUM NUMBER OF MATTER (OR SUCH LARGER PROPORTION THEREOF AS SHALL
VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE BE REQUIRED BY ANY EXPRESS PROVISION OF THE MA
THAT ACTION AT A MEETING AT WHICH ALL SHARES DECLARATION OR BY THE MA BYLAWS) AND/OR HOLDING A
ENTITLE TO VOTE ON THAT ACTION WERE PRESENT AND MAJORITY (OR SUCH LARGER PROPORTION AS AFORESAID)
VOTED. ANY SHAREHOLDER GIVING A WRITTEN CONSENT, OF THE SHARES OF ANY SERIES OR CLASS ENTITLED TO
THE SHAREHOLDER'S PROXY HOLDERS, OR A PERSONAL VOTE SEPARATELY ON THE MATTER CONSENT TO THE
REPRESENTATIVE OF THE SHAREHOLDER MAY REVOKE THE ACTION IN WRITING AND SUCH WRITTEN CONSENTS ARE
CONSENT BY A WRITING RECEIVED BY THE SECRETARY OF FILED WITH THE RECORDS OF THE MEETINGS OF
THE DE TRUST BEFORE WRITTEN CONSENTS OF THE NUMBER SHAREHOLDERS. SUCH CONSENT SHALL BE TREATED FOR
OF SHARES REQUIRED TO AUTHORIZE THE PROPOSED ALL PURPOSES AS A VOTE TAKEN AT A MEETING OF
ACTION HAVE BEEN FILED WITH THE SECRETARY. IF THE SHAREHOLDERS.
CONSENTS OF ALL SHAREHOLDERS ENTITLED TO VOTE HAVE
NOT BEEN SOLICITED IN WRITING AND IF THE UNANIMOUS
WRITTEN CONSENT OF ALL SUCH SHAREHOLDERS HAVE NOT
BEEN RECEIVED, THE SECRETARY SHALL GIVE PROMPT
NOTICE OF THE ACTION TAKEN WITHOUT A MEETING TO
SUCH SHAREHOLDERS. THIS NOTICE SHALL BE GIVEN IN
THE MANNER SPECIFIED IN THE DE BY-LAWS.
Board of Trustees. THE DE DECLARATION AUTHORIZES Board of Trustees. THE MA BY-LAWS PROVIDE THAT,
THE BOARD OR ANY COMMITTEE OF THE BOARD TO TAKE EXCEPT AS REQUIRED BY LAW, INCLUDING THE 1940 ACT
ACTION WITHOUT A MEETING IF A MAJORITY OF THE AND THE RULES AND REGULATIONS THEREUNDER, ON ANY
MEMBERS OF THE BOARD, OR COMMITTEE THEREOF, AS THE MATTER REQUIRED OR PERMITTED TO BE VOTED ON BY THE
CASE MAY BE, COLLECTIVELY CONSENT IN WRITING TO BOARD OF TRUSTEES OR A COMMITTEE OF THE BOARD OF
THAT ACTION. TRUSTEES, THE BOARD OF TRUSTEES OR COMMITTEE
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THE DE BY-LAWS PROVIDE THAT, EXCEPT AS REQUIRED BY THEREOF MAY TAKE SUCH ACTION WITHOUT A MEETING,
LAW, INCLUDING THE 1940 ACT AND THE RULES AND WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF A
REGULATIONS THEREUNDER, ON ANY MATTER REQUIRED OR CONSENT OR CONSENTS IN WRITING, SETTING FORTH THE
PERMITTED TO BE VOTED ON BY THE BOARD OR A ACTION SO TAKEN, SHALL BE SIGNED BY THE TRUSTEES
COMMITTEE OF THE BOARD, THE BOARD OR COMMITTEE HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES
THEREOF MAY TAKE SUCH ACTION WITHOUT A MEETING, THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE SUCH
WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF A ACTION AT A MEETING AT WHICH ALL TRUSTEES ENTITLED
CONSENT OR CONSENTS IN WRITING, SETTING FORTH THE TO VOTE THEREON WERE PRESENT AND VOTED.
ACTION SO TAKEN, SHALL BE SIGNED BY THE TRUSTEES
HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES
THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE SUCH
ACTION AT A MEETING AT WHICH ALL TRUSTEES ENTITLED
TO VOTE THEREON WERE PRESENT AND VOTED.
REMOVAL OF TRUSTEES THE GOVERNING INSTRUMENT OF A DST MAY CONTAIN ANY THE MA STATUTE DOES NOT CONTAIN SPECIFIC
PROVISION RELATING TO THE REMOVAL OF TRUSTEES; PROVISIONS WITH RESPECT TO THE REMOVAL OF THE
PROVIDED HOWEVER, THAT THERE SHALL AT ALL TIMES BE TRUSTEES OF AN MBT.
AT LEAST ONE TRUSTEE OF THE DST.
UNDER THE DE DECLARATION, ANY TRUSTEE MAY BE THE MA DECLARATION PROVIDES THAT THE TRUSTEES MAY
REMOVED, WITH OR WITHOUT CAUSE, BY THE BOARD, BY REMOVE TRUSTEES WITH OR WITHOUT CAUSE.
ACTION OF A MAJORITY OF THE TRUSTEES THEN IN
OFFICE AT A DULY CONSTITUTED MEETING.
SHAREHOLDERS HAVE THE POWER TO REMOVE A TRUSTEE
ONLY TO THE EXTENT PROVIDED BY THE 1940 ACT AND
THE RULES AND REGULATIONS THEREUNDER.
VACANCIES ON BOARD THE DE DECLARATION PROVIDES THAT VACANCIES ON THE THE MA DECLARATION PROVIDES THAT THE TRUSTEES MAY
OF TRUSTEES BOARD MAY BE FILLED BY ACTION OF A MAJORITY OF THE FILL VACANCIES ON THE BOARD OF TRUSTEES, INCLUDING
TRUSTEES THEN IN OFFICE AT A DULY CONSTITUTED VACANCIES ARISING FROM AN INCREASE IN THE NUMBER
MEETING. NO SUCH VACANCY SHALL OPERATE TO OF TRUSTEES. NO SUCH VACANCY SHALL OPERATE TO
DISSOLVE THE DE TRUST OR ANY OF ITS SERIES OR TO ANNUL THE MA DECLARATION OR TO REVOKE ANY EXISTING
REVOKE ANY EXISTING AGENCY CREATED PURSUANT TO THE AGENCY CREATED PURSUANT TO THE TERMS OF THE MA
TERMS OF THE DE DECLARATION. WHENEVER A VACANCY DECLARATION.
IN THE BOARD OCCURS, UNTIL SUCH VACANCY IS FILLED
AS PROVIDED IN THE DE DECLARATION, THE TRUSTEE(S)
IN OFFICE, REGARDLESS OF THE NUMBER, SHALL HAVE
ALL THE POWERS GRANTED TO THE BOARD AND SHALL
DISCHARGE ALL THE DUTIES IMPOSED UPON THE BOARD BY
THE DE DECLARATION. IN THE EVENT OF THE DEATH,
DECLINATION, RESIGNATION, RETIREMENT, REMOVAL,
DECLARATION AS BANKRUPT OR INCAPACITY OF ALL OF
THE THEN TRUSTEES, THE DE TRUST'S INVESTMENT
ADVISER(S) IS (ARE) EMPOWERED TO APPOINT NEW
TRUSTEES SUBJECT TO THE PROVISIONS OF SECTION
16(A) OF THE 1940 ACT.
THE DE BY-LAWS PROVIDE THAT VACANCIES IN THE BOARD THE MA BY-LAWS PROVIDE THAT VACANCIES IN THE BOARD
MAY BE FILLED BY A MAJORITY OF THE REMAINING OF TRUSTEES MAY BE FILLED BY A MAJORITY OF THE
TRUSTEES, THOUGH LESS THAN A QUORUM, OR BY A SOLE REMAINING TRUSTEES, THOUGH LESS THAN A QUORUM, OR
REMAINING TRUSTEE, UNLESS THE BOARD CALLS A BY A SOLE REMAINING TRUSTEE, UNLESS THE BOARD OF
MEETING OF SHAREHOLDERS FOR THE PURPOSE OF FILLING TRUSTEES CALLS A MEETING OF SHAREHOLDERS FOR THE
SUCH VACANCIES; PROVIDED THAT, WHENEVER AND FOR SO PURPOSE OF FILLING SUCH VACANCIES.
LONG AS THE DE TRUST IS A PARTICIPANT IN OR NOTWITHSTANDING THE ABOVE, WHENEVER AND FOR SO
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OTHERWISE HAS IN EFFECT A PLAN UNDER RULE 12B-1 LONG AS THE TRUST IS A PARTICIPANT IN OR OTHERWISE
UNDER THE 1940 ACT, THE SELECTION AND NOMINATION HAS IN EFFECT A PLAN UNDER WHICH THE TRUST MAY BE
OF THE TRUSTEES WHO ARE NOT "INTERESTED PERSONS" DEEMED TO BEAR EXPENSES OF DISTRIBUTING ITS SHARES
OF THE DE TRUST, AS DEFINED IN THE 1940 ACT (THE AS THAT PRACTICE IS DESCRIBED IN RULE 12B-1 UNDER
"INDEPENDENT TRUSTEES"), IS COMMITTED TO THE THE 1940 ACT, THEN THE SELECTION AND NOMINATION OF
DISCRETION OF THE INDEPENDENT TRUSTEES. IF ALL THE TRUSTEES WHO ARE NOT "INTERESTED PERSONS" OF
TRUSTEE OFFICES BECOME VACANT, AN AUTHORIZED THE TRUST, AS THAT TERM IS DEFINED IN THE 1940 ACT
OFFICER OF DELAWARE MANAGEMENT COMPANY, A SERIES (THE "INDEPENDENT TRUSTEES") SHALL BE, AND IS,
OF DELAWARE MANAGEMENT BUSINESS TRUST, OR ANY COMMITTED TO THE DISCRETION OF THE INDEPENDENT
SUCCESSOR ENTITY THERETO OR AFFILIATE THEREOF TRUSTEES.
SERVING AS INVESTMENT ADVISER TO THE DE TRUST
("DMC"), ON BEHALF OF DMC, SHALL SERVE AS THE SOLE THE MA BY-LAWS FURTHER PROVIDE THAT, IN THE EVENT
REMAINING TRUSTEE EFFECTIVE UPON THE VACANCY IN THAT ALL TRUSTEE OFFICES BECOME VACANT, AN
THE OFFICE OF THE LAST TRUSTEE. IN SUCH CASE, AUTHORIZED OFFICER OF DELAWARE MANAGEMENT COMPANY,
SUCH OFFICER OF DMC, AS THE SOLE REMAINING A SERIES OF DELAWARE MANAGEMENT BUSINESS TRUST, OR
TRUSTEE, SHALL, AS SOON AS PRACTICABLE, FILL ALL ANY SUCCESSOR ENTITY THERETO OR AFFILIATE THEREOF
OF THE VACANCIES ON THE BOARD OF TRUSTEES; SERVING AS INVESTMENT ADVISER TO THE TRUST
PROVIDED THAT, UPON FILLING SUCH VACANCIES, THE ("DMC"), ON BEHALF OF DMC, SHALL SERVE AS THE SOLE
PERCENTAGE OF TRUSTEES WHO ARE INDEPENDENT REMAINING TRUSTEE EFFECTIVE UPON THE VACANCY IN
TRUSTEES SHALL BE NO LESS THAN THAT REQUIRED BY THE OFFICE OF THE LAST TRUSTEE. IN SUCH CASE,
THE 1940 ACT. THEREUPON, SUCH OFFICER OF DMC SUCH OFFICER OF DMC, AS THE SOLE REMAINING
SHALL RESIGN AS TRUSTEE AND A MEETING OF THE TRUSTEE, SHALL, AS SOON AS PRACTICABLE, FILL ALL
SHAREHOLDERS SHALL BE CALLED, AS REQUIRED BY THE OF THE VACANCIES ON THE BOARD OF TRUSTEES;
1940 ACT, FOR THE ELECTION OF TRUSTEES. PROVIDED, HOWEVER, THAT, UPON FILLING SUCH
VACANCIES, THE PERCENTAGE OF TRUSTEES WHO ARE
INDEPENDENT TRUSTEES OF THE TRUST SHALL BE NO LESS
THAN THAT REQUIRED BY THE 1940 ACT. THEREUPON,
SUCH OFFICER OF DMC SHALL RESIGN AS TRUSTEE AND A
MEETING OF THE SHAREHOLDERS SHALL BE CALLED, AS
REQUIRED BY THE 1940 ACT, FOR THE ELECTION OF
TRUSTEES.
THE MA BY-LAWS ALSO PROVIDE THAT WHENEVER A
VACANCY IN THE BOARD OF TRUSTEES SHALL OCCUR (BY
REASON OF DEATH, RESIGNATION, REMOVAL, AN INCREASE
IN THE AUTHORIZED NUMBER OF TRUSTEES OR OTHER
CAUSE), UNTIL SUCH VACANCY IS FILLED AS PROVIDED
HEREIN OR THE NUMBER OF AUTHORIZED TRUSTEES
CONSTITUTING THE BOARD OF TRUSTEES IS DECREASED
PURSUANT TO THE MA DECLARATION, THE TRUSTEE(S)
THEN IN OFFICE, REGARDLESS OF THE NUMBER AND EVEN
IF LESS THAN A QUORUM, SHALL HAVE ALL THE POWERS
GRANTED TO THE BOARD OF TRUSTEES AND SHALL
DISCHARGE ALL THE DUTIES IMPOSED UPON THE BOARD OF
TRUSTEES BY THE MA DECLARATION AND THE MA BY-LAWS
AS THOUGH SUCH NUMBER CONSTITUTES THE ENTIRE BOARD
OF TRUSTEES.
SHAREHOLDER UNDER THE DELAWARE ACT, EXCEPT TO THE EXTENT THE MASSACHUSETTS STATUTE DOES NOT INCLUDE AN
LIABILITY OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT OF EXPRESS PROVISION RELATING TO THE LIMITATION OF
A DST, SHAREHOLDERS OF A DST ARE ENTITLED TO THE LIABILITY OF THE BENEFICIAL OWNERS OF AN MBT.
SAME LIMITATION OF PERSONAL LIABILITY EXTENDED TO THEREFORE, THE OWNERS OF AN MBT COULD POTENTIALLY
SHAREHOLDERS OF A PRIVATE CORPORATION ORGANIZED BE LIABLE FOR THE OBLIGATIONS OF THE MBT,
FOR PROFIT UNDER THE GENERAL CORPORATION LAW OF NOTWITHSTANDING ANY EXPRESS PROVISION IN THE
THE STATE OF DELAWARE (SUCH SHAREHOLDERS ARE GOVERNING INSTRUMENT STATING THAT THE BENEFICIAL
GENERALLY NOT LIABLE FOR THE OBLIGATIONS OF THE OWNERS ARE NOT PERSONALLY LIABLE IN CONNECTION
CORPORATION). WITH TRUST PROPERTY OR THE ACTS, OBLIGATIONS OR
AFFAIRS OF THE MBT.
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UNDER THE DE DECLARATION, SHAREHOLDERS ARE THE MA BY-LAWS PROVIDE THAT, IN CASE ANY
ENTITLED TO THE SAME LIMITATION OF PERSONAL SHAREHOLDER OR FORMER SHAREHOLDER SHALL BE HELD TO
LIABILITY AS THAT EXTENDED TO SHAREHOLDERS OF A BE PERSONALLY LIABLE SOLELY BY REASON OF HIS OR
PRIVATE CORPORATION ORGANIZED FOR PROFIT UNDER THE HER BEING OR HAVING BEEN A SHAREHOLDER OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE. TRUST OR OF A PARTICULAR SERIES OR CLASS THEREOF
HOWEVER, THE BOARD MAY CAUSE ANY SHAREHOLDER TO AND NOT BECAUSE OF HIS OR HER ACTS OR OMISSIONS OR
PAY FOR CHARGES OF THE DE TRUST'S CUSTODIAN OR FOR SOME OTHER REASON, THE SHAREHOLDER OR FORMER
TRANSFER, DIVIDEND DISBURSING, SHAREHOLDER SHAREHOLDER (OR HIS OR HER HEIRS, EXECUTORS,
SERVICING OR SIMILAR AGENT BY SETTING OFF SUCH ADMINISTRATORS OR OTHER LEGAL REPRESENTATIVES OR
AMOUNT DUE FROM SUCH SHAREHOLDER FROM (I) DECLARED IN THE CASE OF A CORPORATION OR OTHER ENTITY, ITS
BUT UNPAID DIVIDENDS OR DISTRIBUTIONS OWED SUCH CORPORATE OR OTHER GENERAL SUCCESSOR) SHALL BE
SHAREHOLDER, OR (II) A REDUCTION IN THE NUMBER OF ENTITLED OUT OF THE ASSETS OF THE SERIES OR IN THE
SHARES IN THE ACCOUNT OF SUCH SHAREHOLDER BY THAT CASE OF A CLASS, ALLOCABLE TO SUCH CLASS, OF WHICH
NUMBER OF FULL AND/OR FRACTIONAL SHARES WHICH HE IS A SHAREHOLDER OR FORMER SHAREHOLDER TO BE
REPRESENTS THE OUTSTANDING AMOUNT OF SUCH CHARGES HELD HARMLESS FROM THE INDEMNIFIED AGAINST ALL
DUE FROM SUCH SHAREHOLDER. LOSS AND EXPENSE ARISING FROM SUCH LIABILITY.
TRUSTEE/AGENT SUBJECT TO THE PROVISIONS IN THE GOVERNING THE MASSACHUSETTS STATUTE DOES NOT INCLUDE AN
LIABILITY INSTRUMENT, THE DELAWARE ACT PROVIDES THAT A EXPRESS PROVISION LIMITING THE LIABILITY OF THE
TRUSTEE OR ANY OTHER PERSON APPOINTED, ELECTED OR TRUSTEES OF AN MBT. THE TRUSTEES OF AN MBT COULD
ENGAGED TO MANAGE THE DST, WHEN ACTING IN SUCH POTENTIALLY BE HELD PERSONALLY LIABLE FOR THE
CAPACITY, WILL NOT BE PERSONALLY LIABLE TO ANY OBLIGATIONS OF THE MBT.
PERSON OTHER THAN THE DST OR A SHAREHOLDER OF THE
DST FOR ANY ACT, OMISSION OR OBLIGATION OF THE DST
OR ANY TRUSTEE. TO THE EXTENT THAT AT LAW OR IN
EQUITY, A TRUSTEE HAS DUTIES (INCLUDING FIDUCIARY
DUTIES) AND LIABILITIES TO THE DST AND ITS
SHAREHOLDERS, SUCH DUTIES AND LIABILITIES MAY BE
EXPANDED OR RESTRICTED BY THE GOVERNING INSTRUMENT.
THE DE DECLARATION PROVIDES THAT TO THE FULLEST THE MA DECLARATION PROVIDES THAT THE TRUSTEES
EXTENT THAT LIMITATIONS ON THE LIABILITY OF SHALL NOT BE RESPONSIBLE FOR LIABLE IN ANY EVENT
TRUSTEES AND OFFICERS ARE PERMITTED BY THE FOR ANY NEGLECT OR WRONG-DOING OF ANY OFFICER,
DELAWARE ACT, THE OFFICERS AND TRUSTEES ARE NOT AGENT, EMPLOYEE, MANAGER OR PRINCIPAL UNDERWRITER
RESPONSIBLE OR LIABLE IN ANY EVENT FOR ANY ACT OR OF THE TRUST, NOR SHALL ANY TRUSTEE BE RESPONSIBLE
OMISSION OF ANY AGENT, EMPLOYEE, INVESTMENT FOR THE ACT OR OMISSION OF ANY OTHER TRUSTEE, BUT
ADVISER OR PRINCIPAL UNDERWRITER OF THE DE TRUST, NOTHING THEREIN CONTAINED SHALL PROTECT ANY
OR WITH RESPECT TO EACH TRUSTEE AND OFFICER, THE TRUSTEE AGAINST ANY LIABILITY TO WHICH HE WOULD
ACT OR OMISSION OF ANY OTHER TRUSTEE OR OFFICER, OTHERWISE BE SUBJECT BY REASON OF WILLFUL
RESPECTIVELY. THIS LIMITATION ON LIABILITY MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR
APPLIES TO EVENTS OCCURRING AT THE TIME THE PERSON RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE
SERVES AS A TRUSTEE OR OFFICER OF THE DE TRUST CONDUCT OF HIS OR HER OFFICE.
WHETHER OR NOT SUCH PERSON IS A TRUSTEE OR OFFICER
AT THE TIME OF ANY PROCEEDING IN WHICH LIABILITY THE MA DECLARATION FURTHER PROVIDES THAT EVERY
IS ASSERTED. NOTHING IN THE DE DECLARATION NOTE, BOND, CONTRACT, INSTRUMENT, CERTIFICATE OR
PROTECTS ANY OFFICER OR TRUSTEE FROM OR AGAINST UNDERTAKING AND EVERY OTHER ACT OR THING
ANY LIABILITY TO THE DE TRUST OR ANY SHAREHOLDER WHATSOEVER ISSUED, EXECUTED OR DONE BY OR ON
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TO WHICH SUCH OFFICER OR TRUSTEE WOULD OTHERWISE BEHALF OF THE TRUST OR THE TRUSTEES OR ANY OF THEM
BE SUBJECT BY REASON OF WILLFUL MISFEASANCE, BAD IN CONNECTION WITH THE TRUST SHALL BE CONCLUSIVELY
FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF DEEMED TO HAVE BEEN ISSUED, EXECUTED OR DONE ONLY
THE DUTIES INVOLVED IN THE CONDUCT OF SUCH IN OR WITH RESPECT TO THEIR OR HIS OR HER CAPACITY
PERSON'S OFFICE (SUCH REASONS REFERRED TO AS AS TRUSTEES OR TRUSTEE, AND SUCH TRUSTEES OR
"DISQUALIFYING CONDUCT"). EVERY CONTRACT, ACT OR TRUSTEE SHALL NOT BE PERSONALLY LIABLE THEREON.
DOCUMENT WHATSOEVER ISSUED, EXECUTED OR DONE BY OR
ON BEHALF OF THE DE TRUST, THE OFFICERS OR THE
TRUSTEES OR ANY OF THEM IN CONNECTION WITH THE DE
TRUST SHALL BE CONCLUSIVELY DEEMED TO HAVE BEEN
ISSUED, EXECUTED OR DONE ONLY IN SUCH PERSON'S
CAPACITY AS TRUSTEE AND/OR AS OFFICER, AND SUCH
TRUSTEE OR OFFICER, AS APPLICABLE, SHALL NOT BE
PERSONALLY LIABLE THEREFORE, EXCEPT FOR
DISQUALIFYING CONDUCT. NO OFFICER OR TRUSTEE
SHALL BE LIABLE TO THE DE TRUST FOR ERRORS OF
JUDGMENT OR MISTAKES OF FACT OR LAW. THE OFFICERS
AND TRUSTEES MAY OBTAIN THE ADVICE OF COUNSEL OR
OTHER EXPERTS WITH RESPECT TO THE MEANING AND
OPERATION OF THE DE DECLARATION AND THEIR DUTIES
AS OFFICERS OR TRUSTEES. NO SUCH OFFICER OR
TRUSTEE SHALL BE LIABLE FOR ANY ACT OR OMISSION IN
ACCORDANCE WITH SUCH ADVICE AND NO INFERENCE
CONCERNING LIABILITY SHALL ARISE FROM A FAILURE TO
FOLLOW SUCH ADVICE. THE OFFICERS AND TRUSTEES ARE
NOT REQUIRED TO GIVE ANY BOND AS SUCH, NOR ANY
SURETY IF A BOND IS REQUIRED.
INDEMNIFICATION SUBJECT TO SUCH STANDARDS AND RESTRICTIONS, IF ALTHOUGH THE MASSACHUSETTS STATUTE IS SILENT AS TO
ANY, CONTAINED IN THE GOVERNING INSTRUMENT OF A THE INDEMNIFICATION OF TRUSTEES, OFFICERS AND
DST, THE DELAWARE ACT AUTHORIZES A DST TO SHAREHOLDERS, INDEMNIFICATION IS EXPRESSLY
INDEMNIFY AND HOLD HARMLESS ANY TRUSTEE, PROVIDED FOR IN THE MA DECLARATION.
SHAREHOLDER OR OTHER PERSON FROM AND AGAINST ANY
AND ALL CLAIMS AND DEMANDS.
PURSUANT TO THE DE DECLARATION, THE DE TRUST, OUT THE MA DECLARATION PROVIDES THAT THE TRUST SHALL
OF THE DE TRUST'S PROPERTY, SHALL INDEMNIFY AND INDEMNIFY EACH OF ITS TRUSTEES AND OFFICERS
HOLD HARMLESS EACH AND EVERY OFFICER AND TRUSTEE (INCLUDING PERSONS WHO SERVE AT THE TRUST'S
FROM AND AGAINST ANY AND ALL CLAIMS AND DEMANDS REQUEST AS DIRECTORS, OFFICERS OR TRUSTEES OF
WHATSOEVER ARISING OUT OF OR RELATED TO SUCH ANOTHER ORGANIZATION IN WHICH THE TRUST HAS ANY
OFFICER'S OR TRUSTEE'S PERFORMANCE OF HIS OR HER INTEREST AS A SHAREHOLDER, CREDITOR OR OTHERWISE)
DUTIES AS AN OFFICER OR TRUSTEE OF THE DE TRUST. (HEREINAFTER REFERRED TO AS A "COVERED PERSON")
NOTHING IN THE DE DECLARATION INDEMNIFIES OR HOLD AGAINST ALL LIABILITIES AND EXPENSES, INCLUDING
HARMLESS ANY OFFICER OR TRUSTEE FROM OR AGAINST BUT NOT LIMITED TO AMOUNTS PAID IN SATISFACTION OF
ANY LIABILITY TO THE DE TRUST OR ANY SHAREHOLDER JUDGMENTS, IN COMPROMISE OR AS FINES AND
TO WHICH SUCH OFFICER OR TRUSTEE WOULD OTHERWISE PENALTIES, AND COUNSEL FEES INCURRED BY ANY
BE SUBJECT BY REASON OF DISQUALIFYING CONDUCT. COVERED PERSON IN CONNECTION WITH THE DEFENSE OR
DISPOSITION OF ANY ACTION, SUIT OR OTHER
THE DE BY-LAWS PROVIDE THAT THE DE TRUST SHALL PROCEEDING, WHETHER CIVIL OR CRIMINAL, BEFORE ANY
INDEMNIFY ANY PERSON WHO WAS OR IS A PARTY OR IS COURT OR ADMINISTRATIVE OR LEGISLATIVE BODY, IN
THREATENED TO BE MADE A PARTY TO ANY: WHICH SUCH COVERED PERSON MAY BE OR MAY HAVE
O PROCEEDING (OTHER THAN AN ACTION BY OR IN BEEN INVOLVED AS A PARTY OR OTHERWISE OR WITH WHICH
THE RIGHT OF THE DE TRUST) BY REASON OF THE FACT SUCH COVERED PERSON MAY BE OR MAY HAVE BEEN
THAT SUCH PERSON IS OR WAS AN AGENT OF THE THREATENED, WHILE IN OFFICE OR THEREAFTER, BY
DE TRUST, AGAINST EXPENSES, JUDGMENTS, REASON OF BEING OR HAVING BEEN SUCH A COVERED
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PENALTIES, FINES, SETTLEMENTS AND OTHER PERSON EXCEPT WITH RESPECT TO ANY MATTER AS TO
AMOUNTS ACTUALLY AND REASONABLY INCURRED IN WHICH SUCH COVERED PERSON SHALL HAVE BEEN FINALLY
CONNECTION WITH SUCH PROCEEDING, IF SUCH ADJUDICATED IN ANY SUCH ACTION, SUIT OR OTHER
PERSON ACTED IN GOOD FAITH AND IN A MANNER PROCEEDING TO BE LIABLE TO THE TRUST OR ITS
THAT SUCH PERSON REASONABLY BELIEVED TO BE IN SHAREHOLDERS BY REASON OF WILLFUL MISFEASANCE, BAD
THE BEST INTERESTS OF THE DE TRUST AND IN THE FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF
CASE OF A CRIMINAL PROCEEDING, HAD NO THE DUTIES INVOLVED IN THE CONDUCT OF SUCH COVERED
REASONABLE CAUSE TO BELIEVE SUCH PERSON'S PERSON'S OFFICE. EXPENSES, INCLUDING COUNSEL FEES
CONDUCT WAS UNLAWFUL; OR SO INCURRED BY ANY SUCH COVERED PERSON (BUT
O THREATENED, PENDING OR COMPLETED ACTION EXCLUDING AMOUNTS PAID IN SATISFACTION OF
BY OR IN THE RIGHT OF THE DE TRUST TO PROCURE JUDGMENTS, IN COMPROMISE OR AS FINES OR
A JUDGMENT IN ITS FAVOR BY REASON OF THE FACT PENALTIES), SHALL BE PAID FROM TIME TO TIME BY THE
THAT THE PERSON IS OR WAS AN AGENT OF THE DE TRUST IN ADVANCE OF THE FINAL DISPOSITION OF ANY
TRUST, AGAINST EXPENSES ACTUALLY AND SUCH ACTION, SUIT OR PROCEEDING UPON RECEIPT OF AN
REASONABLY INCURRED BY THAT PERSON IN UNDERTAKING BY OR ON BEHALF OF SUCH COVERED PERSON
CONNECTION WITH THE DEFENSE OR SETTLEMENT OF TO REPAY AMOUNTS SO PAID TO THE TRUST IF IT IS
THAT ACTION IF THAT PERSON ACTED IN GOOD ULTIMATELY DETERMINED THAT INDEMNIFICATION OF SUCH
FAITH AND IN A MANNER THAT PERSON REASONABLY EXPENSE IS NOT AUTHORIZED UNDER THE MA
BELIEVED TO BE IN THE BEST INTERESTS OF THE DECLARATION; PROVIDED, HOWEVER, THAT EITHER (A)
DE TRUST. SUCH COVERED PERSON SHALL HAVE PROVIDED
APPROPRIATE SECURITY FOR SUCH UNDERTAKING, (B) THE
"AGENT" MEANS ANY PERSON WHO IS OR WAS A TRUSTEE, TRUST SHALL BE INSURED AGAINST LOSSES ARISING FROM
OFFICER, EMPLOYEE OR OTHER AGENT OF THE DE TRUST ANY SUCH ADVANCE PAYMENTS OR (C) EITHER A MAJORITY
OR IS OR WAS SERVING AT THE REQUEST OF THE DE OF THE DISINTERESTED TRUSTEES ACTING ON THE MATTER
TRUST AS A TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE OR (PROVIDED THAT A MAJORITY OF THE DISINTERESTED
AGENT OF ANOTHER FOREIGN OR DOMESTIC CORPORATION, TRUSTEES THEN IN OFFICE ACT ON THE MATTER), OR
PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER INDEPENDENT LEGAL COUNSEL IN A WRITTEN OPINION,
ENTERPRISE OR WAS A TRUSTEE, DIRECTOR, OFFICER, SHALL HAVE DETERMINED, BASED UPON A REVIEW OF
EMPLOYEE OR AGENT OF A FOREIGN OR DOMESTIC READILY AVAILABLE FACTS (AS OPPOSED TO A FULL
CORPORATION WHICH WAS A PREDECESSOR OF ANOTHER TRIAL TYPE INQUIRY) THAT THERE IS REASON TO
ENTERPRISE AT THE REQUEST OF SUCH PREDECESSOR BELIEVE THAT SUCH COVERED PERSON WILL BE FOUND
ENTITY. ENTITLED TO INDEMNIFICATION UNDER THE MA
DECLARATION.
FOR PURPOSES OF THE FOREGOING TWO BULLET POINTS: AS TO ANY MATTER DISPOSED OF (WHETHER BY
(A) THE TERMINATION OF ANY PROCEEDING BY JUDGMENT, COMPROMISE PAYMENT PURSUANT TO A CONSENT DECREE OR
ORDER, OR SETTLEMENT SHALL NOT OF ITSELF CREATE A OTHERWISE) WITHOUT AN ADJUDICATION BY A COURT, OR
PRESUMPTION THAT THE PERSON DID NOT ACT IN GOOD BY ANY OTHER BODY BEFORE WHICH THE PROCEEDING WAS
FAITH OR IN A MANNER WHICH THE PERSON REASONABLY BROUGHT, THAT SUCH COVERED PERSON IS LIABLE TO THE
BELIEVED TO BE IN THE BEST INTERESTS OF THE DE TRUST OR ITS SHAREHOLDERS BY REASON OF WILLFUL
TRUST OR THAT THE PERSON HAD REASONABLE CAUSE TO MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR
BELIEVE THAT THE PERSON'S CONDUCT WAS UNLAWFUL; RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE
AND (B) THE TERMINATION OF ANY PROCEEDING BY CONDUCT OF HIS OR HER OFFICE, INDEMNIFICATION
CONVICTION, OR A PLEA OF NOLO CONTENDERE OR ITS SHALL BE PROVIDED IF (A) APPROVED, AFTER NOTICE
EQUIVALENT, OR AN ENTRY OF AN ORDER OF PROBATION THAT IT INVOLVES SUCH INDEMNIFICATION BY AT LEAST
PRIOR TO JUDGMENT, CREATES A REBUTTABLE A MAJORITY OF THE DISINTERESTED TRUSTEES ACTING ON
PRESUMPTION THAT THE PERSON DID NOT ACT IN GOOD THE MATTER (PROVIDED THAT A MAJORITY OF THE
FAITH, OR IN A MANNER WHICH THE PERSON REASONABLY DISINTERESTED TRUSTEES THEN IN OFFICE ACT ON THE
BELIEVED TO BE IN THE BEST INTERESTS OF THE DE TRUST MATTER) UPON A DETERMINATION, BASED UPON A REVIEW
OR THAT THE PERSON HAD REASONABLE CAUSE TO BELIEVE OF READILY AVAILABLE FACTS (AS OPPOSED TO A FULL
THAT THE PERSON'S CONDUCT WAS UNLAWFUL. TRIAL TYPE INQUIRY) THAT SUCH COVERED PERSON IS
NOT LIABLE TO THE TRUST OR ITS SHAREHOLDERS BY
NOTWITHSTANDING ANY CONTRARY PROVISION IN THE DE REASON OF WILLFUL MISFEASANCE, BAD FAITH, GROSS
BY-LAWS, THERE IS NO RIGHT TO INDEMNIFICATION FOR NEGLIGENCE OR RECKLESS DISREGARD OF THE DUTIES
ANY LIABILITY ARISING BY REASON OF DISQUALIFYING INVOLVED IN THE CONDUCT OF HIS OR HER OFFICE, OR
CONDUCT. (B) THERE HAS BEEN OBTAINED AN OPINION IN WRITING
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NO INDEMNIFICATION SHALL BE MADE UNDER THE ABOVE OF INDEPENDENT LEGAL COUNSEL BASED UPON A REVIEW
TWO BULLET POINTS: OF READILY AVAILABLE FACTS (AS OPPOSED TO A FULL
(A) IN RESPECT OF ANY CLAIM, ISSUE OR TRIAL TYPE INQUIRY) TO THE EFFECT THAT SUCH
MATTER AS TO WHICH THAT PERSON SHALL HAVE BEEN INDEMNIFICATION WOULD NOT PROTECT SUCH COVERED
ADJUDGED TO BE LIABLE IN THE PERFORMANCE OF THAT PERSON AGAINST ANY LIABILITY TO THE TRUST TO WHICH
PERSON'S DUTY TO THE DE TRUST, UNLESS AND ONLY TO HE WOULD OTHERWISE BE SUBJECT BY REASON OF WILLFUL
THE EXTENT THAT THE COURT IN WHICH THAT ACTION WAS MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR
BROUGHT SHALL DETERMINE UPON APPLICATION THAT IN RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE
VIEW OF ALL THE CIRCUMSTANCES OF THE CASE, THAT CONDUCT OF HIS OR HER OFFICE. ANY APPROVAL
PERSON WAS NOT LIABLE BY REASON OF THE PURSUANT TO THE MA DECLARATION SHALL NOT PREVENT
DISQUALIFYING CONDUCT AND IS FAIRLY AND REASONABLY THE RECOVERY FROM ANY COVERED PERSON OF ANY AMOUNT
ENTITLED TO INDEMNITY FOR THE EXPENSES WHICH THE PAID TO SUCH COVERED PERSON IN ACCORDANCE WITH THE
COURT SHALL DETERMINE; OR MA DECLARATION AS INDEMNIFICATION IF SUCH COVERED
(B) IN RESPECT OF ANY CLAIM, ISSUE, OR PERSON IS SUBSEQUENTLY ADJUDICATED BY A COURT OF
MATTER AS TO WHICH THAT PERSON SHALL HAVE BEEN COMPETENT JURISDICTION TO HAVE BEEN LIABLE TO THE
ADJUDGED TO BE LIABLE ON THE BASIS THAT PERSONAL TRUST OR ITS SHAREHOLDERS BY REASON OF WILLFUL
BENEFIT WAS IMPROPERLY RECEIVED BY HIM, WHETHER OR MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR
NOT THE BENEFIT RESULTED FROM AN ACTION TAKEN IN RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE
THE PERSON'S OFFICIAL CAPACITY; OR CONDUCT OF SUCH COVERED PERSON'S OFFICE.
(C) OF AMOUNTS PAID IN SETTLING OR
OTHERWISE DISPOSING OF A THREATENED OR PENDING
ACTION, WITH OR WITHOUT COURT APPROVAL, OR OF
EXPENSES INCURRED IN DEFENDING A THREATENED OR
PENDING ACTION WHICH IS SETTLED OR OTHERWISE
DISPOSED OF WITHOUT COURT APPROVAL, UNLESS THE
REQUIRED APPROVAL DESCRIBED BELOW IS OBTAINED.
NO INDEMNIFICATION OR ADVANCE SHALL BE MADE UNDER THE MA DECLARATION PROVIDES THAT THE RIGHT OF
THE DE BY-LAWS IN ANY CIRCUMSTANCES WHERE IT WOULD INDEMNIFICATION PROVIDED THEREIN SHALL NOT BE
BE INCONSISTENT WITH: EXCLUSIVE OF OR AFFECT ANY OTHER RIGHTS TO WHICH
(A) A PROVISION OF THE DE DECLARATION, A SUCH COVERED PERSON MAY BE ENTITLED. AS USED IN
RESOLUTION OF THE SHAREHOLDERS, OR AN AGREEMENT THE MA DECLARATION, THE TERM "COVERED PERSON"
WHICH PROHIBITS OR OTHERWISE LIMITS SHALL INCLUDE SUCH PERSON'S HEIRS, EXECUTORS AND
INDEMNIFICATION, WHICH WAS IN EFFECT AT THE TIME ADMINISTRATORS AND A "DISINTERESTED TRUSTEE" IS A
OF ACCRUAL OF THE ALLEGED CAUSE OF ACTION ASSERTED TRUSTEE WHO IS NOT AN "INTERESTED PERSON" OF THE
IN THE PROCEEDING IN WHICH THE EXPENSES WERE TRUST AS DEFINED IN SECTION 2(A)(19) OF THE 1940
INCURRED OR OTHER AMOUNTS WERE PAID; OR ACT (OR WHO HAS BEEN EXEMPTED FROM BEING AN
(B) ANY CONDITION EXPRESSLY IMPOSED BY A "INTERESTED PERSON" BY ANY RULE, REGULATION OR
COURT IN APPROVING A SETTLEMENT. ORDER OF THE COMMISSION), AND AGAINST WHOM NONE OF
SUCH ACTIONS, SUITS OR OTHER PROCEEDINGS OR
THE FOREGOING DE BY-LAWS PROVISIONS DO NOT APPLY ANOTHER ACTION, SUIT OR OTHER PROCEEDING ON THE
TO ANY PROCEEDING AGAINST ANY TRUSTEE, INVESTMENT SAME OR SIMILAR GROUNDS IS THEN OR HAS BEEN
MANAGER OR OTHER FIDUCIARY OF AN EMPLOYEE BENEFIT PENDING.
PLAN IN THAT PERSON'S CAPACITY AS SUCH, EVEN
THOUGH THAT PERSON MAY ALSO BE AN AGENT OF THE DE
TRUST.
THE DE BY-LAWS PROVIDE THAT NOTHING CONTAINED IN NOTHING CONTAINED IN THE MA DECLARATION SHALL
ARTICLE VI OF THE DE BY-LAWS (WHICH ADDRESSES AFFECT ANY RIGHTS TO INDEMNIFICATION TO WHICH
INDEMNIFICATION) SHALL AFFECT ANY RIGHT TO PERSONNEL OF THE TRUST, OTHER THAN TRUSTEES AND
INDEMNIFICATION TO WHICH PERSONS OTHER THAN OFFICERS, AND OTHER PERSONS MAY BE ENTITLED BY
TRUSTEES AND OFFICERS OF THE DE TRUST OR ANY CONTRACT OR OTHERWISE UNDER LAW, NOR THE POWER OF
SUBSIDIARY THEREOF MAY BE ENTITLED BY CONTRACT OR THE TRUST TO PURCHASE AND MAINTAIN LIABILITY
OTHERWISE. INSURANCE ON BEHALF OF ANY SUCH PERSON; PROVIDED,
D-23
Delaware Statutory Trust Massachusetts Business Trust
-------------------------------------------------- --------------------------------------------------
HOWEVER, THAT THE TRUST SHALL NOT PURCHASE OR
MAINTAIN ANY SUCH LIABILITY INSURANCE IN
CONTRAVENTION OF APPLICABLE LAW, INCLUDING WITHOUT
LIMITATION THE 1940 ACT.
SUBJECT TO THE FOREGOING, THE DE BY-LAWS PROVIDE THE MA BY-LAWS PROVIDE THAT EXPENSES INCURRED IN
THAT THE DE TRUST MAY ADVANCE EXPENSES INCURRED IN DEFENDING ANY PROCEEDING MAY BE ADVANCED BY THE
DEFENDING ANY PROCEEDING, BEFORE THE FINAL TRUST BEFORE THE FINAL DISPOSITION OF THE
DISPOSITION OF THE PROCEEDING ON RECEIPT OF AN PROCEEDING ON RECEIPT OF AN UNDERTAKING BY OR ON
UNDERTAKING BY OR ON BEHALF OF THE AGENT TO REPAY BEHALF OF THE AGENT TO REPAY THE AMOUNT OF THE
THE AMOUNT OF THE ADVANCE UNLESS IT SHALL BE ADVANCE UNLESS IT SHALL BE DETERMINED ULTIMATELY
DETERMINED ULTIMATELY THAT THE AGENT IS ENTITLED THAT THE AGENT IS ENTITLED TO BE INDEMNIFIED AS
TO BE INDEMNIFIED AS AUTHORIZED IN THE DE BY-LAWS, AUTHORIZED IN THE MA BY-LAWS, PROVIDED THE AGENT
PROVIDED THE AGENT PROVIDES A SECURITY FOR HIS PROVIDES A SECURITY FOR HIS OR HER UNDERTAKING, OR
UNDERTAKING, OR A MAJORITY OF A QUORUM OF THE A MAJORITY OF A QUORUM OF THE DISINTERESTED,
INDEPENDENT TRUSTEES, WHO ARE NON-PARTY TRUSTEES, NON-PARTY TRUSTEES, OR AN INDEPENDENT LEGAL
OR AN INDEPENDENT LEGAL COUNSEL IN A WRITTEN COUNSEL IN A WRITTEN OPINION, DETERMINE THAT BASED
OPINION, DETERMINES THAT, BASED ON A REVIEW OF ON A REVIEW OF READILY AVAILABLE FACTS, THERE IS
READILY AVAILABLE FACTS, THERE IS REASON TO REASON TO BELIEVE THAT SAID AGENT ULTIMATELY WILL
BELIEVE THAT SAID AGENT ULTIMATELY WILL BE FOUND BE FOUND ENTITLED TO INDEMNIFICATION.
ENTITLED TO INDEMNIFICATION. THE DE BY-LAWS ALSO
PROVIDE THAT TO THE EXTENT THAT AN AGENT OF THE DE
TRUST HAS BEEN SUCCESSFUL ON THE MERITS IN DEFENSE
OF ANY PROCEEDING REFERRED TO IN THE ABOVE TWO
BULLET POINTS OR IN DEFENSE OF ANY CLAIM, ISSUE OR
MATTER THEREIN, BEFORE THE COURT OR OTHER BODY
BEFORE WHOM THE PROCEEDING WAS BROUGHT, THE AGENT
SHALL BE INDEMNIFIED AGAINST EXPENSES ACTUALLY AND
REASONABLY INCURRED BY THE AGENT IN CONNECTION
THEREWITH, PROVIDED THAT THE BOARD, INCLUDING A
MAJORITY WHO ARE INDEPENDENT TRUSTEES AND
NON-PARTY TRUSTEES, ALSO DETERMINES THAT, BASED
UPON A REVIEW OF THE FACTS, THE AGENT WAS NOT
LIABLE BY REASON OF DISQUALIFYING CONDUCT.
D-24
Delaware Statutory Trust Massachusetts Business Trust
-------------------------------------------------- --------------------------------------------------
INSURANCE THE DELAWARE ACT IS SILENT AS TO THE RIGHT OF A THE MASSACHUSETTS STATUTE DOES NOT CONTAIN
DST TO PURCHASE INSURANCE ON BEHALF OF ITS SPECIFIC PROVISIONS WITH RESPECT TO THE ABILITY OF
TRUSTEES OR OTHER PERSONS. AN MBT TO OBTAIN INSURANCE ON BEHALF OF ITS
TRUSTEES OR OTHER PERSONS.
HOWEVER, AS THE POLICY OF THE DELAWARE ACT IS TO THE MA DECLARATION PROVIDES THAT THE TRUSTEES
GIVE MAXIMUM EFFECT TO THE PRINCIPLE OF FREEDOM OF SHALL HAVE THE POWER AND AUTHORITY TO PURCHASE AND
CONTRACT AND TO THE ENFORCEABILITY OF GOVERNING PAY FOR ENTIRELY OUT OF TRUST PROPERTY SUCH
INSTRUMENTS, THE DE DECLARATION AUTHORIZES THE INSURANCE AS THEY MAY DEEM NECESSARY OR
BOARD, TO THE FULLEST EXTENT PERMITTED BY APPROPRIATE FOR THE CONDUCT OF THE BUSINESS,
APPLICABLE LAW, TO PURCHASE WITH DE TRUST ASSETS, INCLUDING WITHOUT LIMITATION, INSURANCE POLICIES
INSURANCE FOR LIABILITY AND FOR ALL EXPENSES INSURING THE ASSETS OF THE TRUST AND PAYMENT OF
REASONABLY INCURRED OR PAID OR EXPECTED TO BE PAID DISTRIBUTIONS AND PRINCIPAL ON ITS PORTFOLIO
BY A TRUSTEE OR OFFICER IN CONNECTION WITH ANY INVESTMENTS, AND INSURANCE POLICIES INSURING THE
CLAIM, ACTION, SUIT OR PROCEEDING IN WHICH SUCH SHAREHOLDERS, TRUSTEES, OFFICERS, EMPLOYEES,
PERSON BECOMES INVOLVED BY VIRTUE OF SUCH PERSON'S AGENTS, INVESTMENT ADVISERS, PRINCIPAL
CAPACITY OR FORMER CAPACITY WITH THE DE TRUST, UNDERWRITERS, OR INDEPENDENT CONTRACTORS OF THE
WHETHER OR NOT THE DE TRUST WOULD HAVE THE POWER TRUST INDIVIDUALLY AGAINST ALL CLAIMS AND
TO INDEMNIFY SUCH PERSON AGAINST SUCH LIABILITY LIABILITIES OF EVERY NATURE ARISING BY REASON OF
UNDER THE DE DECLARATION. HOLDING, BEING OR HAVING HELD ANY SUCH OFFICE OR
POSITION, OR BY REASON OF ANY ACTION ALLEGED TO
HAVE BEEN TAKEN OR OMITTED BY ANY SUCH PERSON AS
TRUSTEE, OFFICER, EMPLOYEE, AGENT, INVESTMENT
ADVISER, PRINCIPAL UNDERWRITER, OR INDEPENDENT
CONTRACTOR, INCLUDING ANY ACTION TAKEN OR OMITTED
THAT MAY BE DETERMINED TO CONSTITUTE NEGLIGENCE,
WHETHER OR NOT THE TRUST WOULD HAVE THE POWER TO
INDEMNIFY SUCH PERSON AGAINST LIABILITY.
THE DE BY-LAWS PROVIDE THAT UPON AND IN THE EVENT THE MA BY-LAWS PROVIDE THAT, UPON AND IN THE EVENT
OF A DETERMINATION BY THE BOARD TO PURCHASE SUCH OF A DETERMINATION BY THE BOARD OF TRUSTEES TO
INSURANCE, THE DE TRUST SHALL BE ENTITLED TO PURCHASE SUCH INSURANCE, THE TRUST SHALL BE
PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF ANY ENTITLED TO PURCHASE AND MAINTAIN INSURANCE ON
AGENT OF THE DE TRUST AGAINST ANY LIABILITY BEHALF OF ANY AGENT OF THE TRUST AGAINST ANY
ASSERTED AGAINST OR INCURRED BY THE AGENT IN SUCH LIABILITY ASSERTED AGAINST OR INCURRED BY THE
CAPACITY OR ARISING OUT OF THE AGENT'S STATUS AS AGENT IN SUCH CAPACITY OR ARISING OUT OF THE
SUCH. AGENT'S STATUS AS SUCH.
SHAREHOLDER RIGHT UNDER THE DELAWARE ACT, EXCEPT TO THE EXTENT THE MASSACHUSETTS STATUTE DOES NOT CONTAIN
OF INSPECTION OTHERWISE PROVIDED IN THE GOVERNING INSTRUMENT AND SPECIFIC PROVISIONS RELATING TO SHAREHOLDERS'
SUBJECT TO REASONABLE STANDARDS ESTABLISHED BY THE RIGHTS OF INSPECTION.
TRUSTEES, EACH SHAREHOLDER HAS THE RIGHT, UPON
REASONABLE DEMAND FOR ANY PURPOSE REASONABLY
RELATED TO THE SHAREHOLDER'S INTEREST AS A
SHAREHOLDER, TO OBTAIN FROM THE DST CERTAIN
INFORMATION REGARDING THE GOVERNANCE AND AFFAIRS
OF THE DST.
THE DE BY-LAWS PROVIDE THAT THE DE TRUST WILL KEEP THE MA BY-LAWS PROVIDE THAT THE TRUST SHALL KEEP
AT ITS PRINCIPAL EXECUTIVE OFFICE THE ORIGINAL OR AT ITS PRINCIPAL EXECUTIVE OFFICE OR AT THE OFFICE
A COPY OF THE DE BY-LAWS, AS AMENDED, WHICH WILL OF ITS TRANSFER AGENT OR REGISTRAR A RECORD OF ITS
BE OPEN TO INSPECTION BY THE SHAREHOLDERS AT ALL SHAREHOLDERS, PROVIDING THE NAMES AND ADDRESSES OF
REASONABLE TIMES DURING OFFICE HOURS. ALL SHAREHOLDERS AND THE NUMBER, SERIES AND
CLASSES OF SHARES HELD BY EACH SHAREHOLDER.
D-25
Delaware Statutory Trust Massachusetts Business Trust
-------------------------------------------------- --------------------------------------------------
THE ACCOUNTING BOOKS AND RECORDS AND MINUTES OF THE MA BY-LAWS FURTHER PROVIDE THAT THE TRUST
PROCEEDINGS OF THE SHAREHOLDERS AND THE BOARD AND SHALL KEEP AT ITS PRINCIPAL EXECUTIVE OFFICE THE
ANY COMMITTEE OR COMMITTEES OF THE BOARD WILL BE: ORIGINAL OR A COPY OF THOSE BY-LAWS AS AMENDED TO
DATE, WHICH SHALL BE OPEN TO INSPECTION BY THE
O KEPT WHEREVER DESIGNATED BY THE BOARD OR SHAREHOLDERS AT ALL REASONABLE TIMES DURING OFFICE
IN THE ABSENCE OF SUCH DESIGNATION, AT THE HOURS.
PRINCIPAL EXECUTIVE OFFICE OF THE DE TRUST;
O KEPT EITHER IN WRITTEN FORM OR IN ANY THE MA BY-LAWS ALSO PROVIDE THAT THE ACCOUNTING
OTHER FORM CAPABLE OF BEING CONVERTED INTO BOOKS AND RECORDS AND MINUTES OF PROCEEDINGS OF
WRITTEN FORM; AND THE SHAREHOLDERS AND THE BOARD OF TRUSTEES AND ANY
O OPEN TO INSPECTION UPON THE WRITTEN COMMITTEE OR COMMITTEES OF THE BOARD OF TRUSTEES
DEMAND OF ANY SHAREHOLDER OR HOLDER OF A SHALL BE KEPT AT SUCH PLACE OR PLACES DESIGNATED
VOTING TRUST CERTIFICATE AT ANY REASONABLE BY THE BOARD OF TRUSTEES OR IN THE ABSENCE OF SUCH
TIME DURING USUAL BUSINESS HOURS FOR A DESIGNATION, AT THE PRINCIPAL EXECUTIVE OFFICE OF
PURPOSE REASONABLY RELATED TO THE HOLDER'S THE TRUST, SHALL BE KEPT EITHER IN WRITTEN FORM OR
INTERESTS AS A SHAREHOLDER OR AS THE HOLDER IN ANY OTHER FORM CAPABLE OF BEING CONVERTED INTO
OF A VOTING TRUST CERTIFICATE. THE INSPECTION WRITTEN FORM. THE MINUTES AND ACCOUNTING BOOKS AND
MAY BE MADE IN PERSON OR BY AN AGENT OR RECORDS SHALL BE OPEN TO INSPECTION UPON THE
ATTORNEY. WRITTEN DEMAND OF ANY SHAREHOLDER OR HOLDER OF A
VOTING TRUST CERTIFICATE AT ANY REASONABLE TIME
DURING USUAL BUSINESS HOURS FOR A PURPOSE
REASONABLY RELATED TO THE HOLDER'S INTERESTS AS A
SHAREHOLDER OR AS THE HOLDER OF A VOTING TRUST
CERTIFICATE. THE INSPECTION MAY BE MADE IN PERSON
OR BY AN AGENT OR ATTORNEY.
DERIVATIVE ACTIONS UNDER THE DELAWARE ACT, A SHAREHOLDER MAY BRING A THE MASSACHUSETTS STATUTE DOES NOT CONTAIN
DERIVATIVE ACTION IF TRUSTEES WITH AUTHORITY TO DO SPECIFIC PROVISIONS ADDRESSING DERIVATIVE ACTIONS.
SO HAVE REFUSED TO BRING THE ACTION OR IF A DEMAND
UPON THE TRUSTEES TO BRING THE ACTION IS NOT
LIKELY TO SUCCEED. A SHAREHOLDER MAY BRING A
DERIVATIVE ACTION ONLY IF THE SHAREHOLDER IS A
SHAREHOLDER AT THE TIME THE ACTION IS BROUGHT AND:
(I) WAS A SHAREHOLDER AT THE TIME OF THE
TRANSACTION COMPLAINED ABOUT OR (II) ACQUIRED THE
STATUS OF SHAREHOLDER BY OPERATION OF LAW OR
PURSUANT TO THE GOVERNING INSTRUMENT FROM A PERSON
WHO WAS A SHAREHOLDER AT THE TIME OF THE
TRANSACTION. A SHAREHOLDER'S RIGHT TO BRING A
DERIVATIVE ACTION MAY BE SUBJECT TO SUCH
ADDITIONAL STANDARDS AND RESTRICTIONS, IF ANY, AS
ARE SET FORTH IN THE GOVERNING INSTRUMENT.
THE DE DECLARATION HAS NO PROVISION REGARDING THE MA DECLARATION HAS A PROVISION REGARDING
DERIVATIVE ACTIONS. SHAREHOLDER VOTING WITH RESPECT TO DERIVATIVE
ACTIONS, AS DESCRIBED ABOVE.
MANAGEMENT THE DE TRUST, UPON COMPLETION OF THE THE TRUST IS AN OPEN-END MANAGEMENT INVESTMENT
INVESTMENT COMPANY REORGANIZATION, WILL BE AN OPEN-END MANAGEMENT COMPANY UNDER THE 1940 ACT (I.E., A MANAGEMENT
CLASSIFICATION INVESTMENT COMPANY UNDER THE 1940 ACT (I.E., A INVESTMENT COMPANY WHOSE SECURITIES ARE
MANAGEMENT INVESTMENT COMPANY WHOSE SECURITIES ARE REDEEMABLE). EACH SERIES OF THE TRUST IS
REDEEMABLE). NON-DIVERSIFIED UNDER THE 1940 ACT.
D-26
EXHIBIT E
AUDIT FEE INFORMATION
FEES BILLED BY ERNST & YOUNG LLP:
AUDIT AGGREGATE
TRUST NAME/ RELATED ALL OTHER NON-AUDIT
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES FEES FEES
----------------- ---------- ------- -------- --------- ---------
Delaware Group State Tax-Free Income Trust
2/29/04 $22,550 $0 $ 1,250 $0 $ 1,250
2/28/03 $21,350 $0 $ 1,150 $0 $ 1,150
Delaware Group Cash Reserve Fund
3/31/04 $23,150 $0 $ 1,250 $0 $ 1,250
3/31/03 $21,350 $0 $ 1,150 $0 $ 1,150
Delaware Group Tax-Free Money Market Fund
4/30/04 $21,950 $0 $ 1,250 $0 $ 1,250
4/30/03 $21,350 $0 $ 1,150 $0 $ 1,150
Voyageur Mutual Funds III
4/30/04 $33,150 $0 $ 2,500 $0 $ 2,500
4/30/03 $36,100 $0 $ 2,300 $0 $ 2,300
Delaware Group Equity Funds III
6/30/04 $60,850 $0 $10,750 $0 $10,750
6/30/03 $96,050 $0 $ 8,750 $0 $ 8,750
Delaware Group Income Funds
7/31/04 $74,700 $0 $ 8,750 $0 $ 8,750
7/31/03 $78,950 $0 $ 6,250 $0 $ 6,250
Delaware Group Government Fund
7/31/04 $26,000 $0 $ 1,750 $0 $ 1,750
7/31/03 $23,750 $0 $ 1,250 $0 $ 1,250
Delaware Group Tax-Free Fund
8/31/04 $57,600 $0 $ 5,250 $0 $ 5,250
8/31/03 $50,650 $0 $ 3,750 $0 $ 3,750
Voyageur Insured Funds
8/31/04 $26,020 $0 $ 3,500 $0 $ 3,500
8/31/03 $22,970 $0 $ 2,500 $0 $ 2,500
Voyageur Intermediate Tax Free Funds
8/31/04 $13,010 $0 $ 1,750 $0 $ 1,750
8/31/03 $11,490 $0 $ 1,250 $0 $ 1,250
Voyageur Investment Trust
8/31/04 $65,070 $0 $ 8,750 $0 $ 8,750
8/31/03 $57,430 $0 $ 6,250 $0 $ 6,250
Voyageur Mutual Funds
8/31/04 $78,080 $0 $10,500 $0 $10,500
8/31/03 $68,930 $0 $ 7,500 $0 $ 7,500
Voyageur Mutual Funds II
8/31/04 $13,010 $0 $ 1,750 $0 $ 1,750
8/31/03 $11,490 $0 $ 1,250 $0 $ 1,250
Voyageur Tax-Free Funds
8/31/04 $13,010 $0 $ 1,750 $0 $ 1,750
8/31/03 $11,490 $0 $ 1,250 $0 $ 1,250
Delaware Group Equity Funds IV
9/30/04 $43,350 $0 $ 3,500 $0 $ 3,500
9/30/03 $38,900 $0 $ 2,500 $0 $ 2,500
E-1
AUDIT AGGREGATE
TRUST NAME/ RELATED ALL OTHER NON-AUDIT
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES FEES FEES
----------------- ---------- ------- -------- --------- ---------
Delaware Group Foundation Funds
9/30/04 $ 49,000 $0 $ 7,000 $0 $ 7,000
9/30/03 $ 45,000 $0 $ 5,000 $0 $ 5,000
Delaware Group Adviser Funds
10/31/04 $ 45,500 $0 $ 3,500 $0 $ 3,500
10/31/03 $ 45,000 $0 $ 2,500 $0 $ 2,500
Delaware Group Equity Funds I
10/31/04 $ 24,250 $0 $ 3,500 $0 $ 3,500
10/31/03 $ 39,500 $0 $ 2,500 $0 $ 2,500
Delaware Pooled Trust
10/31/04 $205,300 $0 $35,750 $0 $35,750
10/31/03 $184,750 $0 $26,250 $0 $26,250
Delaware Group Equity Funds II
11/30/03 $ 74,300 $0 $ 5,000 $0 $ 5,000
11/30/02 $ 54,700 $0 $ 4,600 $0 $ 4,600
Delaware Group Equity Funds V
11/30/03 $ 50,650 $0 $ 3,750 $0 $ 3,750
11/30/02 $ 43,150 $0 $ 3,950 $0 $ 3,950
Delaware Group Global & International Funds
11/30/03 $ 53,050 $0 $ 3,750 $0 $ 3,750
11/30/02 $ 44,650 $0 $ 5,450 $0 $ 5,450
Delaware Group Limited-Term Government Funds
12/31/03 $ 23,750 $0 $ 1,250 $0 $ 1,250
12/31/02 $ 21,350 $0 $ 1,150 $0 $ 1,150
Fees for services provided by Ernst & Young LLP to DMC and other service
providers to the Trusts that are under control with DMC and provide ongoing
services to the Trusts.
TWELVE-MONTH AUDIT RELATED AGGREGATE
PERIOD ENDED FEES TAX FEES ALL OTHER FEES NON-AUDIT FEES
------------ ------------- --------- -------------- --------------
10/31/04 $167,700 $0 $0 $495,840
10/31/03 $166,400 $0 $0 $381,800
E-2
EXHIBIT F
OUTSTANDING SHARES AS OF DECEMBER 10, 2004
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
DELAWARE GROUP ADVISER FUNDS
Delaware U.S. Growth Fund
Class A Shares ............................... 3,351,441.522
Class B Shares ............................... 3,067,228.402
Class C Shares ............................... 799,359.939
Class R Shares ............................... 23,612.024
Institutional Class Shares ................... 234,991.257
---------------
Total ........................................ 7,476,633.144
Delaware Diversified Income Fund
Class A Shares ............................... 36,541,345.473
Class B Shares ............................... 5,034,778.501
Class C Shares ............................... 13,634,477.909
Class R Shares ............................... 724,192.845
Institutional Class Shares ................... 289,937.731
---------------
Total ........................................ 56,224,732.459
DELAWARE GROUP CASH RESERVE
Delaware Cash Reserve Fund
Class A Shares ............................... 445,875,781.133
Class B Shares ............................... 18,627,158.559
Class C Shares ............................... 8,276,002.753
Consultant Class Shares ...................... 21,937,760.528
---------------
Total ........................................ 494,716,702.973
DELAWARE GROUP EQUITY FUNDS I
Delaware Balanced Fund
Class A Shares ............................... 14,645,151.663
Class B Shares ............................... 1,631,572.771
Class C Shares ............................... 461,929.291
Class R Shares ............................... 219.967
Institutional Class Shares ................... 233,930.592
---------------
Total ........................................ 16,972,804.284
DELAWARE GROUP EQUITY FUNDS II
Delaware Value Fund
Class A Shares ............................... 651,938.658
Class B Shares ............................... 159,173.831
Class C Shares ............................... 244,371.661
Institutional Class Shares ................... 9,943,579.843
---------------
Total ........................................ 10,999,063.993
Delaware Large Cap Value Fund
Class A Shares ............................... 69,264,113.265
Class B Shares ............................... 10,229,977.376
Class C Shares ............................... 2,335,366.437
Class R Shares ............................... 68,400.615
Institutional Class Shares ................... 2,443,005.050
---------------
Total ........................................ 84,340,862.743
F-1
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
Delaware Social Awareness Fund
Class A Shares ............................... 1,839,507.202
Class B Shares ............................... 2,060,644.546
Class C Shares ............................... 733,181.927
Institutional Class Shares ................... 58,968.803
--------------
Total ........................................ 4,692,302.478
DELAWARE GROUP EQUITY FUNDS III
Delaware American Services Fund
Class A Shares ............................... 5,436,951.718
Class B Shares ............................... 1,544,141.244
Class C Shares ............................... 1,525,198.474
Institutional Class Shares ................... 168,337.859
--------------
Total ........................................ 8,674,629.295
Delaware Small Cap Growth Fund
Class A Shares ............................... 2,369,528.586
Class B Shares ............................... 475,474.001
Class C Shares ............................... 651,235.021
Class R Shares ............................... 78,413.619
Institutional Class Shares ................... 114,894.845
--------------
Total ........................................ 3,689,546.072
Delaware Trend Fund
Class A Shares ............................... 45,376,263.198
Class B Shares ............................... 9,414,276.443
Class C Shares ............................... 9,222,368.838
Class R Shares ............................... 323,348.327
Institutional Class Shares ................... 15,788,462.953
--------------
Total ........................................ 80,124,719.759
DELAWARE GROUP EQUITY FUNDS IV
Delaware Diversified Growth Fund
Class A Shares ............................... 255,872.728
Class B Shares ............................... 277,246.577
Class C Shares ............................... 45,299.035
Institutional Class Shares ................... 10,229,038.629
--------------
Total ........................................ 10,807,456.969
Delaware Growth Opportunities Fund
Class A Shares ............................... 23,839,993.945
Class B Shares ............................... 1,470,829.505
Class C Shares ............................... 467,415.348
Class R Shares ............................... 133,071.188
Institutional Class Shares ................... 377,231.679
--------------
Total ........................................ 26,288,541.665
DELAWARE GROUP EQUITY FUNDS V
Delaware Dividend Income Fund
Class A Shares ............................... 9,909,363.899
Class B Shares ............................... 3,003,927.037
Class C Shares ............................... 7,710,488.113
Class R Shares ............................... 33,796.486
Institutional Class Shares ................... 14,487.972
--------------
Total ........................................ 20,672,063.507
F-2
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
Delaware Small Cap Core Fund
Class A Shares ............................... 1,374.725
Institutional Class Shares ................... 326,289.680
--------------
Total ........................................ 327,664.405
Delaware Small Cap Value Fund
Class A Shares ............................... 6,831,168.645
Class B Shares ............................... 2,949,741.178
Class C Shares ............................... 1,770,736.187
Class R Shares ............................... 116,400.644
Institutional Class Shares ................... 581,683.758
--------------
Total ........................................ 12,249,730.412
DELAWARE GROUP FOUNDATION FUNDS
Delaware Balanced Allocation Portfolio
Class A Shares ............................... 2,915,890.666
Class B Shares ............................... 286,528.047
Class C Shares ............................... 224,066.691
Class R Shares ............................... 106,991.590
Institutional Class Shares ................... 90,325.567
--------------
Total ........................................ 3,623,802.561
Delaware Growth Allocation Portfolio
Class A Shares ............................... 2,802,568.998
Class B Shares ............................... 506,303.289
Class C Shares ............................... 374,781.755
Class R Shares ............................... 113,072.101
Institutional Class Shares ................... 74,662.664
--------------
Total......................................... 3,871,388.807
Delaware Income Allocation Portfolio
Class A Shares ............................... 3,223,446.202
Class B Shares ............................... 88,447.196
Class C Shares ............................... 75,596.843
Class R Shares ............................... 21,443.976
Institutional Class Shares ................... 48,264.926
--------------
Total ........................................ 3,457,199.143
Delaware S&P 500 Index Fund
Class A Shares ............................... 2,697,010.195
Institutional Class Shares ................... 4,016,879.916
--------------
Total ........................................ 6,713,890.111
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
Delaware Emerging Markets Fund
Class A Shares ............................... 15,144,153.545
Class B Shares ............................... 1,139,254.675
Class C Shares ............................... 3,861,995.422
Institutional Class Shares ................... 4,443,215.508
--------------
Total ........................................ 24,588,619.15
F-3
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
Delaware International Small Cap Value Fund
Class A Shares ............................... 1,545,255.106
Class B Shares ............................... 624,023.735
Class C Shares ............................... 406,798.747
Institutional Class Shares ................... 62,941.177
---------------
Total ........................................ 2,639,018.765
Delaware International Value Equity Fund
Class A Shares ............................... 19,113,766.740
Class B Shares ............................... 2,414,605.444
Class C Shares ............................... 4,431,810.064
Class R Shares ............................... 95,552.137
Institutional Class Shares ................... 10,941,149.265
---------------
Total ........................................ 36,996,883.650
DELAWARE GROUP GOVERNMENT FUND
Delaware American Government Bond Fund
Class A Shares ............................... 13,283,434.157
Class B Shares ............................... 3,286,393.690
Class C Shares ............................... 994,707.244
Class R Shares ............................... 10,031.047
Institutional Class Shares ................... 3,069,801.153
---------------
Total ........................................ 20,644,367.291
DELAWARE GROUP INCOME FUNDS
Delaware Corporate Bond Fund
Class A Shares ............................... 15,879,375.069
Class B Shares ............................... 3,935,831.185
Class C Shares ............................... 4,271,260.170
Class R Shares ............................... 303,909.477
Institutional Class Shares ................... 21,133,175.268
---------------
Total ........................................ 45,523,551.169
Delaware Delchester Fund
Class A Shares ............................... 82,833,590.535
Class B Shares ............................... 18,595,714.016
Class C Shares ............................... 5,425,777.936
Institutional Class Shares ................... 7,832,745.456
---------------
Total ........................................ 114,687,827.943
Delaware Extended Duration Bond Fund
Class A Shares ............................... 4,560,694.480
Class B Shares ............................... 1,001,443.834
Class C Shares ............................... 901,471.690
Institutional Class Shares ................... 7,552,060.099
---------------
Total ........................................ 14,015,670.103
Delaware High-Yield Opportunities Fund
Class A Shares ............................... 14,833,037.868
Class B Shares ............................... 3,933,436.694
Class C Shares ............................... 2,912,534.921
Class R Shares ............................... 14,797.192
Institutional Class Shares ................... 784,006.190
---------------
Total ........................................ 22,477,812.865
F-4
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
Delaware Limited-Term Government Fund
Class A Shares ............................... 24,035,834.757
Class B Shares ............................... 3,316,650.296
Class C Shares ............................... 6,043,509.662
Class R Shares ............................... 222,196.493
Institutional Class Shares ................... 2,551,205.590
--------------
Total ........................................ 36,169,396.798
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
Delaware Tax-Free Pennsylvania Fund
Class A Shares ............................... 73,884,782.552
Class B Shares ............................... 3,032,822.713
Class C Shares ............................... 820,238.411
--------------
Total ........................................ 77,737,843.676
DELAWARE GROUP TAX-FREE FUND
Delaware Tax-Free Insured Fund
Class A Shares ............................... 4,809,881.178
Class B Shares ............................... 575,651.990
Class C Shares ............................... 198,862.822
--------------
Total ........................................ 5,584,395.99
Delaware Tax-Free USA Fund
Class A Shares ............................... 38,981,804.876
Class B Shares ............................... 1,757,384.856
Class C Shares ............................... 498,813.206
--------------
Total ........................................ 41,238,002.938
Delaware Tax-Free USA Intermediate Fund
Class A Shares ............................... 7,501,867.390
Class B Shares ............................... 323,611.245
Class C Shares ............................... 1,727,375.107
--------------
Total ........................................ 9,552,853.742
DELAWARE GROUP TAX-FREE MONEY FUND
Delaware Tax-Free Money Fund
Class A Shares ............................... 27,022,696.530
Consultant Class Shares ...................... 812,017.760
--------------
Total ........................................ 27,834,714.29
DELAWARE INVESTMENTS MUNICIPAL TRUST NONE
DELAWARE POOLED TRUST
The All-Cap Growth Equity Portfolio
Total ........................................ 1,356,858.046
The Core Focus Fixed Income Portfolio
Total ........................................ 637,104.881
The Core Plus Fixed Income Portfolio
Total ........................................ 3,864,779.375
The Emerging Markets Portfolio
Total ........................................ 47,123,671.574
The Global Fixed Income Portfolio
Total ........................................ 21,624,352.360
F-5
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
The High-Yield Bond Portfolio
Total ........................................ 349,781.080
The Intermediate Fixed Income Portfolio
Total ........................................ 1,842,350.289
The International Equity Portfolio
Total ........................................ 73,840,351.532
The International Fixed Income Portfolio
Total ........................................ 4,991,612.454
The Labor Select International Equity Portfolio
Total ........................................ 30,229,042.857
The Large-Cap Value Equity Portfolio
Total ........................................ 947,060.629
The Mid-Cap Growth Equity Portfolio
Total ........................................ 5,149,753.785
The Real Estate Investment Trust Portfolio
Class A Shares ............................... 14,672,140.797
Class B Shares ............................... 3,977,724.605
Class C Shares ............................... 3,461,735.472
Class R Shares ............................... 98,657.199
Institutional Class Shares ................... 2,561,098.123
Pooled Shares ................................ 1,351,866.182
--------------
Total ........................................ 26,123,222.378
The Real Estate Investment Trust Portfolio II
Total ........................................ 2,054,578.046
The Small-Cap Growth Equity Portfolio
Total ........................................ 7,617,257.726
The Small-Cap Growth II Equity Portfolio
Total ........................................ 235,295.118
The Small-Cap Value Equity Portfolio
Total ........................................ 297,618.512
The Smid-Cap Growth Equity Portfolio
Total ........................................ 235,295.118
VOYAGEUR INSURED FUNDS
Delaware Tax-Free Arizona Insured Fund
Class A Shares ............................... 10,316,674.078
Class B Shares ............................... 1,149,499.389
Class C Shares ............................... 576,314.684
--------------
Total ........................................ 12,042,488.151
Delaware Tax-Free Minnesota Insured Fund
Class A Shares ............................... 20,470,103.862
Class B Shares ............................... 1,273,978.830
Class C Shares ............................... 1,144,612.785
--------------
TOTAL ........................................ 22,888,695.477
F-6
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
Delaware Tax-Free Minnesota Intermediate Fund
Class A Shares ............................... 5,369,420.887
Class B Shares ............................... 287,024.019
Class C Shares ............................... 648,676.414
-------------
Total ........................................ 6,305,121.320
VOYAGEUR INVESTMENT TRUST
Delaware Tax-Free California Insured Fund
Class A Shares ............................... 2,265,564.228
Class B Shares ............................... 594,808.144
Class C Shares ............................... 125,235.236
-------------
Total ........................................ 2,985,607.608
Delaware Tax-Free Florida Fund
Class A Shares ............................... 959,774.006
Class B Shares ............................... 296,692.158
Class C Shares ............................... 198,632.831
-------------
Total ........................................ 1,455,098.995
Delaware Tax-Free Florida Insured Fund
Class A Shares ............................... 7,792,606.066
Class B Shares ............................... 433,896.688
Class C Shares ............................... 75,217.258
-------------
Total ........................................ 8,301,720.012
Delaware Tax-Free Missouri Insured Fund
Class A Shares ............................... 4,282,117.499
Class B Shares ............................... 400,223.844
Class C Shares ............................... 126,056.225
-------------
Total ........................................ 4,808,397.568
Delaware Tax-Free Oregon Insured Fund
Class A Shares ............................... 2,978,372.383
Class B Shares ............................... 721,953.674
Class C Shares ............................... 609,114.105
-------------
Total ........................................ 4,309,440.162
VOYAGEUR MUTUAL FUNDS
Delaware Minnesota High-Yield Municipal Bond
Fund
Class A Shares ............................... 4,415,453.706
Class B Shares ............................... 1,132,707.419
Class C Shares ............................... 1,170,474.430
-------------
Total ........................................ 6,718,635.555
Delaware National High-Yield Municipal Bond
Fund
Class A Shares ............................... 5,689,166.918
Class B Shares ............................... 1,424,759.675
Class C Shares ............................... 494,022.425
-------------
Total ........................................ 7,607,949.018
Delaware Tax-Free Arizona Fund
Class A Shares ............................... 1,921,737.943
Class B Shares ............................... 677,014.789
Class C Shares ............................... 310,322.860
-------------
TOTAL ........................................ 2,909,075.592
F-7
FUND NUMBER OF OUTSTANDING SHARES
- ---- ----------------------------
Delaware Tax-Free California Fund
Class A Shares ............................... 2,299,541.293
Class B Shares ............................... 1,207,187.858
Class C Shares ............................... 556,814.226
--------------
Total ........................................ 4,063,543.377
Delaware Tax-Free Idaho Fund
Class A Shares ............................... 4,991,966.110
Class B Shares ............................... 1,034,484.912
Class C Shares ............................... 1,306,599.750
--------------
Total ........................................ 7,333,050.772
Delaware Tax-Free New York Fund
Class A Shares ............................... 1,113,933.781
Class B Shares ............................... 290,980.110
Class C Shares ............................... 215,050.807
--------------
Total ........................................ 1,619,964.698
VOYAGEUR MUTUAL FUNDS II
Delaware Tax-Free Colorado Fund
Class A Shares ............................... 24,814,848.861
Class B Shares ............................... 1,090,950.730
Class C Shares ............................... 831,856.816
--------------
Total ........................................ 26,737,656.407
VOYAGEUR MUTUAL FUNDS III
Delaware Select Growth Fund
Class A Shares ............................... 9,594,743.171
Class B Shares ............................... 12,428,495.926
Class C Shares ............................... 4,172,262.495
Class R Shares ............................... 41,683.910
Institutional Class Shares ................... 1,685,943.159
--------------
Total ........................................ 27,923,128.661
VOYAGEUR TAX FREE FUNDS
Delaware Tax-Free Minnesota Fund
Class A Shares ............................... 27,931,478.714
Class B Shares ............................... 1,142,539.242
Class C Shares ............................... 906,210.047
--------------
Total ........................................ 29,980,228.003
F-8
EXHIBIT G
PRINCIPAL HOLDERS OF SHARES AS OF DECEMBER 1, 2004
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 684,760.848 5.15%
Class A shares CUSTOMERS
ATTENTION: FUND ADMINSEC #97458
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 227,808.952 6.92%
Class B shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #97D25
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 157,321.614 15.81%
Class C shares CUSTOMERS SEC #97H03
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Government Bond Fund CHASE MANHATTAN BANK C/F 1,106,986.105 36.06%
Institutional Class shares DEL GRP FOUNDATION FD-INCOME PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN BANK C/F 728,218.047 23.72%
DEL GRP FOUNDATION FD BALANCED PORT
ATTN: MARISOL GORDAN GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN C/F 239,122.235 7.79%
DEL GRP FOUNDATION FD GROWTH PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 238,616.693 7.77%
MTN WEST/NM CARPENTERS PLAN A
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 201,758.108 6.57%
DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Government Bond Fund MLPF&S FOR THE SOLE BENEFIT 8,997.229 89.69%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 723.245 7.21%
DIW GROUP INC
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Services Fund MLPF&S FOR THE SOLE BENEFIT 305,937.599 5.71%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97D44
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
G-1
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Services Fund MLPF&S FOR THE SOLE BENEFIT 403,434.813 27.26%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97D44
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware American Services Fund LA CROSS AND COMPANY 79,446.100 47.19%
Institutional Class shares 230 FRONT STREET, NORTH
PO BOX 489
LA CROSSE WI 54602-0489
- -----------------------------------------------------------------------------------------------------------------------------------
LEHMAN BROTHERS, INC. 21,436.502 12.73%
743-07965-29
70 HUDSON STREET, 7TH FLOOR
JERSEY CITY, NJ 07302
- -----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO Z85-754757 10,989.684 6.53%
WILLIAM L YANKUS
4 HINCHLEY WOOD
FARMINGTON CT 06032-1457
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Fund MLPF&S FOR THE SLOE BENEFIT OF ITS 32,115.023 6.93%
Class C shares CUSTOMERS SEC 97HY8
ATTENTION: FUND ADMINISTRATION
4600 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Fund RS DMC EMPLOYEE MPP PLAN 75,469.041 32.25%
Institutional Class shares DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 43,936.028 18.77%
CLAYTON FDTN FOR RSRCH 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 27,057.294 11.56%
ALTA COLLEGES, INC 401(K) PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 16,961.574 7.25%
UFCW & EMPLOYERS SUPP PENSION PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 14,525.992 6.21%
ZOOLOGICAL SCTY OF PHILA 401K
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Fund DELAWARE MANAGEMENT BUSINESS 202.333 91.98%
Class R shares TRUST - DIA
ATTN JOE HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Cash Reserve Fund MCB TRUST SERVICES TRUSTEE FBO 1,978,938.690 9.02%
Consultant Class shares FOUR QUEENS INC RET/SVGS PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Cash Reserve Fund WELLS FARGO INVESTMENTS LLC 728,625.850 8.79%
Class C shares ACCOUNT 1070-6184
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
G-2
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Corporate Bond Fund C/O MUTUAL FUNDS 985,818.998 6.23%
Class A shares WILMINGTON TRUSTCO TRUSTEE FBO
CATHOLIC HEALTHCARE WEST 403 B
PLAN ACCOUNT 51465-5
PO BOX 8880
WILMINGTON DE 19899-8880
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Corporate Bond Fund MLPF&S FOR THE SOLE BENEFIT 426,064.566 10.84%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC 97YN7
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Corporate Bond Fund MLPF&S FOR THE SOLE BENEFIT 1,624,002.774 38.09%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC 97YN8
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Corporate Bond Fund BOST & CO 1,547,308.220 7.33%
Institutional Class shares FBO TUITION A/C INVESTMENT PROGRAM
LPAF4170002
C/O MUTUAL FUND OPERATION
PO BOX 3198, PITTSBURGH PA 15230-3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Corporate Bond Fund MLPF&S FOR THE SOLE BENEFIT 194,045.928 63.85%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
RELIANCE TRUSTCO 29,256.212 9.63%
FBO MID ISLAND ELECTRICAL S 401K
PO BOX 48529
ATLANTA GA 30362-1529
- -----------------------------------------------------------------------------------------------------------------------------------
RELIANCE TRUSTCO 19,183.265 6.31%
FBO PHILADELPHIA MOTORS LL 401K
PO BOX 48529
ATLANTA GA 30362-1529
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Delchester Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,436,067.171 7.72%
Class B shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #97D22
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Delchester Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 382,780.045 7.06%
Class C shares CUSTOMERS SEC #97H02
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Delchester Fund PERSHING LLC 1,964,349.537 25.12%
Institutional Class shares PO BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
NATIONWIDE LIFE INSURANCE COMPANY 1,183,098.668 15.13%
NATIONWIDE QPVA
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
- -----------------------------------------------------------------------------------------------------------------------------------
G-3
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 1,055,396.018 13.50%
DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
FTC & CO 769,446.004 9.84%
ACCOUNT #00448
DATALYNX
PO BOX 173736
DENVER CO 80217-3736
- -----------------------------------------------------------------------------------------------------------------------------------
FTC & CO 481,063.113 6.15%
ACCOUNT # 00325
DATALYNX
PO BOX 173736
DENVER CO 80217-3736
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Growth Fund NFSC FEBO # BRP-300403 27,646.130 10.91%
Class A shares LRW COMPANY LIMITED PARTNERSHIP
LRW COMPANY LIMITED PARTNERSHIP
3241 KERNWAY DR
BLOOMFIELD MI 48304-2436
- -----------------------------------------------------------------------------------------------------------------------------------
MICHAEL A MARTUCCI 22,084.499 8.72%
TOD GENEVIEVE T HANCHICK
2043 HILLTOP RD
BETHLEHEM PA 18015-5122
- -----------------------------------------------------------------------------------------------------------------------------------
UBS FINANCIAL SERVICES INC FBO 15,772.871 6.23%
PEARL J STAEHLE TRUSTEE
STAEHLE REVOCABLE TRUST
UA DTD 03/27/01
17745 N SUNDOWN CT
SURPRISE AZ 85374-5661
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Growth Fund JARED R B HUTTON 8,626.528 19.04%
Class C shares 1875 JUNE LAKE DR
HENDERSON NV 89052-6961
- -----------------------------------------------------------------------------------------------------------------------------------
RAYMOND JAMES & ASSOC INC 4,472.272 9.87%
FBO ENGEL DIANA
BIN# 84827069
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
- -----------------------------------------------------------------------------------------------------------------------------------
DMTC TTEE OF PERSONAL (K) PL 3,900.511 8.61%
KAREN F BLOODGOOD
FBO KAREN F BLOODGOOD
408 DEEP WILLOW DR
EXTON PA 19341-3035
- -----------------------------------------------------------------------------------------------------------------------------------
LPL FINANCIAL SERVICES 3,050.990 6.74%
ACCOUNT 3321-0608
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
- -----------------------------------------------------------------------------------------------------------------------------------
DMTC TTEE OF PERSONAL 401(K) PLAN 2,726.143 6.02%
PAVLOVICH RESIDENTIAL REAL ESTATE
FBO JOHN R PAVLOVICH
6184 ROCKY GLEN CT
SAN JOSE CA 95123-4535
- -----------------------------------------------------------------------------------------------------------------------------------
UBS FINANCIAL SERVICES INC. FBO 2,373.979 5.24%
CHARLENE K TARSNEY
9340 WESTERN AVE APT #102
OMAHA NE 68114-6742
- -----------------------------------------------------------------------------------------------------------------------------------
G-4
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Growth Fund CHASE MANHATTAN C/F 1,464,583.175 14.42%
Institutional Class shares DEL GRP FOUNDATION FD GROWTH PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN BANK C/F 1,114,919.518 10.97%
DEL GRP FOUNDATION FD BALANCED PORT
ATTN: MARISOL GORDAN GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 894,265.356 8.80%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4180002
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 848,829.553 8.35%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4170002
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 836,001.425 8.23%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4010002
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN BANK C/F 723,191.144 7.12%
DEL GRP FOUNDATION FD-INCOME PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 714,637.105 7.03%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4190002
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 694,237.047 6.83%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4020002
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 623,540.760 6.14%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4030002
C/O MUTUAL FUND OPERATION
PO BOX 3198, PITTSBURGH PA 15230-3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 558,081.858 5.49%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4040002
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
G-5
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 2,759,796.919 7.63%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 534,276.804 10.64%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 3,465,827.485 25.66%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Income Fund RS DMC EMPLOYEE MPP PLAN 126,385.718 43.59%
Institutional Class shares DELAWARE MANAGEMENT CO MPP TRUST
C/O RICK SEIDEL
1818 MARKET ST
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO # F12-000981 20,524.317 7.08%
RICHARD I WINWOOD CHAR REMAIND
RICHARD I & RICHARD G WINWOOD
7069 HIGHLAND DR STE 100
SALT LAKE CTY UT 84121-3701
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 15,080.060 5.20%
ACCOUNT 6455-1134
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Diversified Income Fund MLPF&S FOR THE SOLE BENEFIT 511,065.410 70.53%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
RELIANCE TRUSTCO 60,703.439 8.38%
FBO TRACE A MATIC CORPORATI 401K
PO BOX 48529
ATLANTA GA 30362-1529
- -----------------------------------------------------------------------------------------------------------------------------------
BISYS RETIREMENT SERVICES FBO 53,395.794 7.37%
NEW HART CORPORATION PS
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Dividend Income Fund MLPF&S FOR THE SOLE BENEFIT 692,508.163 7.07%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Dividend Income Fund MLPF&S FOR THE SOLE BENEFIT 337,478.028 11.28%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
G-6
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Dividend Income Fund MLPF&S FOR THE SOLE BENEFIT 2,322,548.532 30.49%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Dividend Income Fund PERSHING LLC 3,240.999 34.94%
Institutional Class shares PO BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
LEGG MASON WOOD WALKER INC. 2,480.529 26.74%
413-15819-12
PO BOX 1476
BALTIMORE MD 21202
- -----------------------------------------------------------------------------------------------------------------------------------
PERSHING LLC 1,164.599 12.55%
PO BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
PERSHING LLC 1,028.980 11.09%
PO BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 906.618 9.77%
ACCOUNT 3011-4076
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Dividend Income Fund THE TTEES OF THE CENTER 33,488.178 99.09%
Class R shares PLASTIC SURGEY PC
DEFINED BENEFIT PEN PL
5550 FRIENDSHIP BLVD
CHEVY CHASE MD 20815-7256
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Emerging Markets Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 2,169,755.227 14.46%
Class A shares CUSTOMERS SEC #97KB2
ATTENTION: FUND ADMINSTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Emerging Market Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 86,775.988 7.59%
Class B shares CUSTOMERS SEC #97KB3
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Emerging Markets Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,048,568.353 27.76%
Class C shares CUSTOMERS SEC #97KB4
ATTENTION: FUND ADMINSTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Emerging Markets Fund BALSA & CO MIXED 901,696.634 20.32%
Institutional Class shares 14221 DALLAS PKWY
DALLAS TX 75254-2942
- -----------------------------------------------------------------------------------------------------------------------------------
FTC & CO 642,697.185 14.48%
ACCOUNT # 00118
DATALYNX
PO BOX 173736
DENVER CO 80217-3736
- -----------------------------------------------------------------------------------------------------------------------------------
CHARLES SCHWAB & CO INC 478,184.801 10.78%
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- -----------------------------------------------------------------------------------------------------------------------------------
G-7
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 336,381.317 7.58%
DELAWARE MANAGEMENT CO
EMPLOYMENT PROFIT SHARING TRUST
C/O RICK SEIDEL
1818 MARKET ST,
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
MFS HERITAGE TRUST COMPANY TTEE 241,571.703 5.44%
FBO RICH'S 401K PLAN
ATTN: MICHELLE FRITZIUS
ONE ROBERT RICH WAY
PO BOX 245,
BUFFALO NY 14240-0245
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Extended Duration Bond Fund MLPF&S FOR THE SOLE BENEFIT 338,862.515 7.63%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97YJ4
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Extended Duration Bond Fund MLPF&S FOR THE SOLE BENEFIT 198,004.344 19.79%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97YJ5
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Extended Duration Bond Fund MLPF&S FOR THE SOLE BENEFIT 283,048.480 31.73%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97YN4
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Extended Duration Bond Fund PERSHING LLC 54,579.278 6.12%
Class C shares P.O. BOX 2052
JERSEY CITY NJ #07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Allocation Portfolio MCB TRUST SERVICES TRUSTEE FBO 1,274,845.525 43.52%
Class A shares HOAG SHELTERED SAVINGS PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 437,459.728 14.93%
VISITING NURSE SERVICE P/S
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 15,053.591 5.25%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97T15
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 26,740.709 11.92%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97T16
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 14,865.084 6.62%
GENFED FEDERAL CR UNION 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 32,946.534 36.48%
UNITED SUBCONTRACTORS 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
G-8
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Allocation Portfolio MCB TRUST SERVICES CUST FBO 26,284.617 29.10%
Institutional Class shares IRON WORKERS LOCAL 420 ANNUITY
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 20,531.423 22.73%
SOUTHWEST GRAPHICS, P/S 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
DELAWARE MANAGEMENT BUSINESS TR-DIA 7,052.684 7.81%
ATTN: JOSEPH HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Balanced Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 72,534.574 67.79%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC # 97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 34,456.004 32.20%
PEOPLES STATE BANK 401K PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Allocation Portfolio MCB TRUST SERVICES TRUSTEE FBO 996,499.172 35.56%
Class A shares HOAG SHELTERED SAVINGS PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 424,187.923 15.14%
OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC # 97T17
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 170,280.562 6.08%
COASTAL CTR FOR DEV SRVS MPP
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 155,697.972 5.56%
TRANSERVICE LEASE CORPORATION
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 142,047.521 5.07%
BOCA RATON EMPLOYEES SAVINGS
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 122,488.366 32.69%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97T20
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 18,901.515 5.04%
GENFED FEDERAL CR UNION 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Allocation Portfolio MCB TRUST SERVICES TRUSTEE FBO 44,319.950 59.36%
Institutional Class shares UNITED SUBCONTRACTORS 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
G-9
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 15,661.023 20.98%
IRON WORKERS LOCAL 420 ANNUITY
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
DELAWARE MANAGEMENT BUSINESS TR-DIA 6,926.195 9.28%
ATTN: JOSEPH HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 5,766.407 7.72%
IATSE ATLANTA ANNUITY TRUST
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 86,420.116 76.43%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION-SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 26,650.981 23.57%
PEOPLES STATE BANK 401K PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Income Allocation Portfolio MCB TRUST SERVICES TRUSTEE FBO 2,677,575.997 83.07%
Class A shares HOAG SHELTERED SAVINGS PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Income Allocation Portfolio MLPF&S FOR THE SOLE BENEFIT 9,456.229 10.69%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97T08
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO # BWD-014184 5,654.576 6.39%
LESLIE R BROWN
648 REDWOOD LN
NAMPA ID 83651-2471
- -----------------------------------------------------------------------------------------------------------------------------------
PERSHING LLC 5,154.234 5.83%
P.O. BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 4,611.857 5.21%
ACCOUNT 5581-9526
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Income Allocation Portfolio WELLS FARGO INVESTMENTS LLC 19,645.683 25.99%
Class C shares ACCOUNT 8777-9127
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO # BNW-947342 10,035.571 13.28%
NFS/FMTC IRA
FBO PATRICIA C MCNAMARA
6155 NAGEL ST
LA MESA CA 91942-3111
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 8,827.882 11.68%
OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97T13
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
G-10
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 4,624.579 6.12%
GENFED FEDERAL CR UNION 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 4,536.410 6.00%
WIEBER LUMBER 401(K) PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Income Allocation Portfolio MCB TRUST SERVICES CUST FBO 19,640.970 40.69%
Institutional Class shares IRON WORKERS LOCAL 420 ANNUITY
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 19,528.737 40.46%
UNITED SUBCONTRACTORS 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
DELAWARE MANAGEMENT BUSINESS TR-DIA 7,443.529 15.42%
ATTN: JOSEPH HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 21,442.960 100.00%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Opportunities Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,997,448.300 8.38%
Class A shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #974N2
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Opportunities Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 76,056.729 5.17%
Class B shares CUSTOMERS
ATTN FUND ADMIN-SEC #97E99
4800 DEER LAKE DR E-2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Opportunities Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 65,983.783 14.07%
Class C shares CUSTOMERS SEC #97HY4
ATTENTION: FUND ADMINISTRATION
4600 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Opportunities Fund RS DMC EMPLOYEE MPP PLAN 143,136.697 37.90%
Institutional Class shares DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST,
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 66,613.770 17.64%
PHILADELPHIA GAS WORKS 457
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
CHARLES SCHWAB & CO INC 46,315.215 12.26%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- -----------------------------------------------------------------------------------------------------------------------------------
G-11
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 30,703.301 8.13%
GRTR PHILA CHAMBER OF COM 401K
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 19,024.723 5.04%
CASTLE HARLAN,INC. 401(K) PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth Opportunities Fund AST TRUST COMPANY AS TTEE FBO 92,814.613 69.76%
Class R shares WINDERMERE REAL ESTATE RETIREMENT
PLAN & TRUST FOR AGENTS
2390 E CAMELBACK RD STE 240
PHOENIX AZ 85016-3434
- -----------------------------------------------------------------------------------------------------------------------------------
AST TRUST COMPANY AS TTEE FBO 18,581.259 13.97%
WINDERMERE 401K PLAN
2390 E CAMELBACK RD STE 240
PHOENIX AZ 85016-3434
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 10,022.406 7.53%
ADVANCED FUEL RESEARCH INC
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 9,644.758 7.25%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware High-Yield Opportunities Fund MLPF&S FOR THE SOLE BENEFIT 556,316.031 14.24%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 3RD FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware High-Yield Opportunities Fund MLPF&S FOR THE SOLE BENEFIT 575,366.681 20.00%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 3RD FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware High-Yield Opportunities Fund CHASE MANHATTAN BANK C/F 705,414.170 89.98%
Institutional Class shares DEL GRP FOUNDATION FD-INCOME PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
MORGAN KEEGAN & COMPANY INC 53,063.617 6.77%
FBO 014038231
50 N FRONT ST
MEMPHIS TN 38103-2126
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware High-Yield Opportunities Fund MLPF&S FOR THE SOLE BENEFIT 6,348.124 42.84%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
AMERITRADE INC FBO 7736987481 2,421.180 16.34%
PO BOX 2226
OMAHA NE 68103-2226
- -----------------------------------------------------------------------------------------------------------------------------------
G-12
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 1,768.662 11.93%
ADVANCED WASTEWATER SOLUTIONS 401K
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 1,516.388 10.23%
GAPASIN MANOR INC
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
AMERITRADE INC FBO 7735869841 1,133.787 7.65%
PO BOX 2226
OMAHA NE 68103-2226
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Inflation Protected Bond Fund DMH CORP 200,000.000 100.00%
Class A shares ATTN JOE HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Inflation Protected Bond Fund DMH CORP 200,000.000 100.00%
Institutional Class shares ATTN JOE HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Small Cap Value Fund PERSHING LLC 348,614.859 22.58%
Class A shares PO BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
PATRICK R & MARY L VITERBO TTEES 99,545.944 6.45%
PATRICK & MARY VITERBO REV TR
U/A DTD 3-24-84
7040 W SURREY AVE
PEORIA AZ 85381-5014
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Small Cap Value Fund MORGAN STANLEY & CO FBO 67,188.461 16.52%
Class C shares THOMAS LONGFELLOW,
S LONGFELLOW, R LONGFELLOW
TENCOM
1010 OVERLOOK RD,
MENDOTA HTS MN 5518-3651
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 30,943.581 7.61%
OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Small Cap Value Fund NFSC FEBO # HDM-601250 59,434.448 94.43%
Institutional Class shares BLUMENTHAL INC
MUTUAL FUND
951 S 35TH ST
W DES MOINES IA 50265-5309
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Value Equity Fund PRUDENTIAL INVESTMENT MGMT SVC FBO 2,736,458.204 14.39%
Class A shares MUTUAL FUND CLIENTS
ATTN: PRUCHOICE UNIT
MAIL STOP 194-201
194 WOOD AVE S,
ISELIN NJ 08830-2710
- -----------------------------------------------------------------------------------------------------------------------------------
ISELIN NJ 08830-2710 1,127,069.333 5.93%
CHARLES SCHWAB & CO INC
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- -----------------------------------------------------------------------------------------------------------------------------------
G-13
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Value Equity Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 152,313.157 6.32%
Class B shares CUSTOMERS
ATTN FUND ADMIN-SEC #97HN8
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
FIRST CLEARING CORPORATION 136,222.408 5.65%
ACCOUNT 4035-1875
HARBOR ASSOCIATES
ACCOUNT #2
230 NORMANDY CIRCLE,
PALM HARBOR FL 34683
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Value Equity Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 288,170.445 6.56%
Class C shares CUSTOMERS SEC #97HY9
ATTENTION: FUND ADMINISTRATION
4600 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Value Equity Fund CITIGROUP GLOBAL MARKETS INC 4,224,775.417 38.67%
Institutional Class shares 00109801250
333 W 34TH ST FL 3
NEW YORK NY 10001-2402
- -----------------------------------------------------------------------------------------------------------------------------------
NORWEST BANK COLORADO NA TTEE 3,792,372.924 34.71%
COUNTY OF LOS ANGELES DEF COMP
AND THRIFT PLN
C/O GREAT WEST LIFE & ANNUITY
8515 E ORCHARD RD #2T2,
ENGLEWOOD, CO 80111-5002
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware International Value Equity Fund MLPF&S FOR THE SOLE BENEFIT 77,921.461 81.55%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
AST TRUST COMPANY AS CUST 5,414.528 5.67%
FBO DANIEL PROFESSIONAL GROUP INC
RETIREMENT SAVINGS PLAN
A2575
2390 E CAMELBACK RD STE 240,
PHOENIX AZ 85016-3434
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Large Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 285,977.364 12.21%
Class C shares CUSTOMERS SEC #97HY6
ATTENTION: FUND ADMINISTRATION
4600 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Large Cap Value Fund MCB TRUST SERVICES TRUSTEE FBO 1,036,257.833 42.43%
Institutional Class shares DAY & ZIMMERMANN 401(K) PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 523,216.428 21.42%
DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST,
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
G-14
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 124,151.964 5.08%
DAY & ZIMMERMANN HAWTHORNE 401K PL
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Large Cap Value Fund MLPF&S FOR THE SOLE BENEFIT 64,230.139 93.97%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE 4,023.165 5.89%
LAI CONSTRUCTION SERVICES INC
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT 200,162.196 90.13%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST. FBO 13,034.790 5.87%
VAN ZYVERDEN, INC.
700 17TH STREET
SUITE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,709,584.197 7.08%
Class A shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #974P3
4800 DEER LAKE DR E #2
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 326,961.597 9.83%
Class B shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #97D24
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Limited-Term Government Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,460,530.566 24.13%
Class C shares CUSTOMERS SEC #97H04
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Limited-Term Government Fund MCB TRUST SERVICES CUST FBO 403,499.699 15.82%
Institutional Class shares IRON WORKERS LOCAL 420 ANNUITY
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
LINCOLN FINANCIAL GROUP 375,156.460 14.71%
FOUNDATION INC
1300 S CLINTON ST
FORT WAYNE IN 46802-3506
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 224,046.547 8.79%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4050002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
G-15
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN BANK C/F 219,134.532 8.59%
DEL GRP FOUNDATION FD BALANCED PORT
ATTN: MARISOL GORDAN GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 182,167.129 7.14%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4130002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 167,397.995 6.56%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4040002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 164,620.757 6.45%
DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 151,266.278 5.93%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4170002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 135,205.485 5.30%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4060002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Minnesota High-Yield Municipal MLPF&S FOR THE SOLE BENEFIT 70,241.736 6.20%
Bond Fund OF ITS CUSTOMERS
Class B shares ATTN FUND ADMINISTRATION SEC #97KF1
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Minnesota High-Yield Municipal MLPF&S FOR THE SOLE BENEFIT 120,485.688 10.37%
Bond Fund OF ITS CUSTOMERS
Class C shares ATTN FUND ADMINISTRATION SEC #97KF2
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 86,158.727 7.42%
ACCOUNT 6651-0545
420 MONTGOMERY ST
SAN FRANCISCO CA 94104-1207
- -----------------------------------------------------------------------------------------------------------------------------------
ANDREW ELLIS 73,766.299 6.35%
HARRIET A ELLIS JTTEN
5201 BELMONT
MINNEAPOLIS MN 55419-1347
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware National High-Yield Municipal FIRST CLEARING CORPORATION 403,544.633 7.11%
Bond Fund A/C 2297-6324
Class A shares JUANITA M DALY
PO BOX 9
BIG ARM MT 59910-0009
- -----------------------------------------------------------------------------------------------------------------------------------
G-16
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware National High-Yield Municipal Bond MLPF&S FOR THE SOLE BENEFIT 289,319.508 20.31%
Fund OF ITS CUSTOMERS
Class B shares ATTN FUND ADMINISTRATION SEC #97L95
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware National High-Yield Municipal Bond MLPF&S FOR THE SOLE BENEFIT 145,475.709 29.45%
Fund OF ITS CUSTOMERS
Class C shares ATTN FUND ADMINISTRATION SEC #97L96
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
RAYMOND JAMES & ASSOC INC 65,016.441 13.16%
FBO REAGAN FAMI
BIN #50277864
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
- -----------------------------------------------------------------------------------------------------------------------------------
FIRST CLEARING, LLC 29,073.346 5.89%
A/C 6326-2843
ARNI L NASHBAR AND
8911 BLOOMFIELD BLVD
SARASOTA FL 34238-4452
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware REIT Fund CHARLES SCHWAB & CO INC 1,249,991.525 8.53%
Class A shares SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware REIT Fund MLPF&S FOR THE SOLE BENEFIT 458,563.952 11.52%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97SR7
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware REIT Fund MLPF&S FOR THE SOLE BENEFIT 498,130.027 14.38%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97SR9
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware REIT Fund CHARLES SCHWAB & CO INC 650,119.468 25.41%
Institutional Class shares SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- -----------------------------------------------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS INSTITUTIONAL 338,314.140 13.22%
OPERATIONS CO FIIOC AS AGENT
FOR CERTAIN EMPLOYEE BENEFIT PLANS
100 MAGELLAN WAY KW1C
COVINGTON KY 41015-1999
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 186,747.185 7.30%
DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST,
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware REIT Fund GRAHAM RIDDLE 16,400.094 16.65%
Class R shares JEFFERY M SCHWARTZ TTEESS
FBO NATIONAL SECURITY RESEARCH
401K PLAN
2231 CRYSTAL DR STE 500,
ARLINGTON VA 22202-3722
- -----------------------------------------------------------------------------------------------------------------------------------
G-17
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 9,855.609 10.01%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
ROGER D HOHLT TTEE FBO CURTIS 6,946.480 7.05%
BLAKELY & CO PC EMPEE SVGS
ATTN: ROGER HOHLT
PERSONAL & CONFIDENTIAL
2403 JUDSON ROAD,
LONGVIEW TX 75605-4639
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 6,742.090 6.84%
EMIGH HARDWARE COMPANY
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
RELIANCE TRUSTCO 5,001.950 5.08%
FBO PUMFORD CONSTRUCTION I 401K
PO BOX 48529
ATLANTA GA 30362-1529
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 4,919.791 4.99%
SCHWEISSGUTH BROTHERS INC
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware S&P 500 Index Fund MCB TRUST SERVICES TRUSTEE FBO 698,667.653 25.88%
Class C shares UFCW LOCAL 1776 RET SVGS PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 326,584.609 12.10%
DELAWARE MANAGEMENT CO MPP TRUST
C/O RICK SEIDEL
1818 MARKET ST
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 211,019.119 7.82%
PLUMBERS & STEAMFITTERS MPP PL
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 188,930.772 7.00%
MTN WEST/NM CARPENTERS PLAN A
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 186,287.076 6.90%
CASTLE HARLAN,INC. 401(K) PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 182,073.988 6.74%
UNITED SUBCONTRACTORS 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 176,603.784 6.54%
APPLIED CARD SYSTEMS 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 136,488.318 5.06%
IRON WORKERS LOCAL 420 ANNUITY
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
G-18
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware S&P 500 Index Fund MCB TRUST SERVICES TRUSTEE FBO 700,387.053 17.45%
Institutional Class shares HOAG SHELTERED SAVINGS PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Select Growth Fund T ROWE PRICE RETIREMENT PLAN SVCS 319,503.118 18.95%
Institutional Class shares FBO RETIREMENT PLAN CLIENTS
4515 PAINTERS MILL RD
OWINGS MILLS MD 21117-4903
- -----------------------------------------------------------------------------------------------------------------------------------
RS DMC EMPLOYEE MPP PLAN 289,586.882 17.18%
DELAWARE MANAGEMENT CO MPP TRUST
C/O RICK SEIDEL
1818 MARKET ST
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
RELIANCE TRUST COMPANY 265,510.469 15.75%
TTEE FBO DEAN FOODS 401K PLAN
ATTN FANNY SHEUMAKER
2515 MCKINNEY AVE STE 120 LB30
DALLAS TX 75201-1978
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUST FBO 136,407.375 8.09%
PHILADELPHIA GAS WORKS 457
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
WESTERN WASHINGTON U.A. 105,977.966 6.29%
SUPPLEMENTAL PENSION PLAN
C/O ZENITH ADMINISTRATORS
201 QUEEN ANNE AVE N STE 100
SEATTLE WA 98109-4824
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN C/F 104,408.369 6.19%
DEL GRP FOUNDATION FD GROWTH PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 101,150.313 6.00%
UFCW & EMPLOYERS SUPP PENSION PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Select Growth Fund C/O MUTUAL FUNDS 596,321.299 6.21%
Class A shares WILMINGTON TRUSTCO TRUSTEE FBO
ST VINCENT MERCY MEDICAL CENTER
DEFINED CONTRIBUTION PL ACCOUNT
PO BOX 8880,
WILMINGTON DE 19899-8880
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 483,950.155 5.04%
OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97D44
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Select Growth Fund MLPF&S FOR THE SOLE BENEFIT 1,244,835.218 10.00%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION SEC #97HP0
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Select Growth Fund MLPF&S FOR THE SOLE BENEFIT 934,278.374 22.34%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97D45
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
G-19
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Select Growth Fund RELIANCE TRUSTCO 26,502.138 63.74%
Class R shares FBO RELIANCE TRADING CORPOR 401K
PO BOX 48529
ATLANTA GA 30362-1529
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 12,648.842 30.42%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Core Fund DMTC C/F THE ROLLOVER IRA OF 629.965 45.82%
Class A shares DEMIAN P WINES
315 KRAMS AVE
PHILADELPHIA PA 19128-4732
- -----------------------------------------------------------------------------------------------------------------------------------
DMTC C/F THE ROTH IRA OF 314.713 22.89%
JAMES C MORROW
2004 E VENANGO ST
PHILADELPHIA PA 19134-2122
- -----------------------------------------------------------------------------------------------------------------------------------
JAMES C MORROW 272.792 19.84%
2004 E VENANGO ST
PHILADELPHIA PA 19134-2122
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Core Fund LINCOLN NATIONAL LIFE INS COMPANY 326,287.980 100.00%
Institutional Class shares 1300 S CLINTON ST
FORT WAYNE IN 46802-3518
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 465,058.195 19.65%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 27,198.339 5.72%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION SEC #
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 168,143.485 25.87%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Growth Fund MERCANTILE SAFE DEPOSIT & TRUST CO 114,412.062 99.58%
Institutional Class shares TTEE FBO RANDOLPH HOSPITAL PENSION
PLAN A/C #3409802
ATTN: MUTUAL FUNDS
766 OLD HAMMONDS FERRY ROAD,
LINTHICUM MD 21090-2112
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Growth Fund MLPF&S FOR THE SOLE BENEFIT 71,488.496 91.18%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 4,935.755 6.29%
FIRST STATE BANK PSP & TRUST
A/C #07C19375
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
G-20
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 353,203.755 5.18%
Class A shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #973J6
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 253,336.420 8.57%
Class B shares CUSTOMERS
ATTN: FUND ADMIN-SEC #97E98
4800 DEER LAKE DR E-2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 324,373.937 18.39%
Class C shares CUSTOMERS SEC #97HY5
ATTENTION: FUND ADMINISTRATION
4600 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Value Fund RS DMC EMPLOYEE MPP PLAN 241,758.222 41.56%
Institutional Class shares DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST,
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN C/F 46,105.245 7.93%
DEL GRP FOUNDATION FD GROWTH PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 34,301.171 5.90%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4010002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Value Fund MLPF&S FOR THE SOLE BENEFIT 49,283.766 42.36%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 26,498.552 22.77%
PEOPLES STATE BANK 401K PLAN
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Social Awareness Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 115,835.212 5.62%
Class B shares CUSTOMERS
ATTENTION: FUND ADMIN-SEC #97NN2
4800 DEER LAKE DRIVE EAST, 2RD FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Social Awareness Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 98,723.280 13.47%
Class C shares CUSTOMERS
ATTENTION: FUND ADMIN-SEC #97NN3
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Social Awareness Fund RS DMC EMPLOYEE MPP PLAN 24,707.256 41.92%
Institutional Class shares DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST,
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
G-21
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 17,788.845 30.18%
ZOOLOGICAL SCTY OF PHILA 401K
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
FIRST CLEARING LLC 13,786.408 23.39%
A/C 4237-6535
JOSEPH H HAGOOD IRA
FCC AS CUSTODIAN
566 COUNTY ROAD 83,
SELMA AL 36703-9247
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Arizona Fund RBC DAIN RAUSCHER FBO 350,746.539 18.16%
Class A shares GAYLORD RUBIN
BEVERLY RUBIN CO-TTEES
GAYLORD& BEVERLY RUBIN FAM TR
6580 N PRAYING MONK RD,
PARADISE VALLEY AZ 85253-4085
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 115,590.261 5.99%
ACCOUNT 4573-4429
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
A G EDWARDS & SONS INC FBO 102,159.847 5.29%
FRANCES C CARTER
ACCOUNT 0085-008374
1 N JEFFERSON AVE
SAINT LOUIS MO 63103-2205
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Arizona Fund WELLS FARGO INVESTMENTS LLC 32,184.679 10.37%
Class C shares ACCOUNT 5273-9816
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
UBS FINANCIAL SERVICES INC. FBO 20,730.564 6.68%
THE DAVIDSON FAMILY TRUST
DTD 2/2/93
CLARA DAVIDSON TTEES
400 S BROADWAY PLACE APT 1124,
TUCSON AZ 85710-3700
- -----------------------------------------------------------------------------------------------------------------------------------
RONALD W BOWDEN 19,645.161 6.33%
AND CHERYL BOWDEN TTEES
RONALD W & CHERYL L BOWDEN TRUST
DTD 9-28-99
PO BOX 1101,
YARNELL AZ 85362-1101
- -----------------------------------------------------------------------------------------------------------------------------------
LEGG MASON WOOD WALKER INC 19,318.488 6.23%
423-00154-16
PO BOX 1476
BALTIMORE MD 21203-1476
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 17,573.981 5.66%
ACCOUNT 2078-1746
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 16,168.241 5.21%
ACCOUNT 1901-5935
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
G-22
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Arizona Insured Fund MLPF&S FOR THE SOLE BENEFIT 799,995.554 7.75%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMIN
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Arizona Insured Fund MLPF&S FOR THE SOLE BENEFIT 137,360.866 11.97%
Class B shares OF ITS CUSTOMERS SEC #97GC9
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Arizona Insured Fund MLPF&S FOR THE SOLE BENEFIT 135,986.558 23.96%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97EA5
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 43,219.297 7.61%
ACCOUNT 1972-1797
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 28,442.175 5.01%
ACCOUNT 4392-8254
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free California Fund MLPF & S FOR THE SOLE BENEFIT 257,340.203 11.19%
Class A shares OF ITS CUSTOMERS SEC #97GD4
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO # STL-692921 180,872.151 7.87%
MARGARET R PETERSON TTEE
SURVIVORS TR UNDER THE PETERSON
FAM TR, U/A 8/2/88
539 E WALNUT,
BURBANK CALIFORNIA 91501-1723
- -----------------------------------------------------------------------------------------------------------------------------------
FIRST CLEARING LLC 123,434.705 5.37%
A/C 1214-8336
ATCHLEY FAMILY SURVIVORS
TRUST
10700 WHEAT FIRST DR,
GLEN ALLEN VA 23060-9243
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free California Fund MLPF&S FOR THE SOLE BENEFIT 66,209.286 5.48%
Class B shares OF ITS CUSTOMERS SEC #97GD2
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free California Fund MLPF&S FOR THE SOLE BENEFIT 112,523.886 20.21%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97MF7
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
RBC DAIN RAUSCHER FBO 31,108.974 5.59%
BOB B BUNDY & JEAN BUNDY,TTEES
BOB B BUNDY & JEAN BUNDY REV T
U/A DTD 10/06/1993
47489 TANGIER DR,
PALM DESERT CALIFORNIA 92260-58313
- -----------------------------------------------------------------------------------------------------------------------------------
G-23
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free California Insured Fund NFSC FEBO # STL-692921 272,325.810 12.03%
Class A shares MARGARET R PETERSON TTEE
SURVIVORS TR UNDER THE PETERSON
FAM TR, U/A 8/2/88
539 E WALNUT,
BURBANK CALIFORNIA 91501-1723
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 173,214.897 7.65%
OF ITS CUSTOMERS
ATTN FUND ADMIN SEC # 97AL7
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
JOHN F HANLEY 123,843.611 5.47%
AND HELEN M HANLEY TTEES
JOHN F HANLEY FAMILY TRUST
U/A DTD 2/17/93
9799 EL DURANGO CIRCLE,
FOUNTAIN VALLEY CALIFORNIA 92708-3512
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free California Insured Fund MLPF&S FOR THE SOLE BENEFIT 87,016.906 14.63%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION SEC #97DT0
4800 DEER LAKE DR E 2RD FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 41,520.996 6.98%
ACCOUNT 3351-5187
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free California Insured Fund MLPF&S FOR THE SOLE BENEFIT 24,243.373 19.36%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97MF8
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 14,569.281 11.63%
ACCOUNT 8039-6103
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
CITIGROUP GLOBAL MARKETS INC. 9,541.985 7.62%
00157404672
333 WEST 34TH STREET - 3RD FLOOR
NEW YORK NY 10001-2402
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 7,667.724 6.12%
ACCOUNT 2017-5823
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 7,272.953 5.81%
ACCOUNT 2073-5270
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Colorado Fund MLPF&S FOR THE SOLE BENEFIT 63,987.032 5.89%
Class B shares OF ITS CUSTOMERS SEC #97GC7
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 55,268.784 5.08%
ACCOUNT 5286-9216
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
- -----------------------------------------------------------------------------------------------------------------------------------
G-24
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Colorado Fund MLPF & S FOR THE SOLE BENEFIT 118,540.411 14.25%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97EA6
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Florida Fund A G EDWARDS & SONS INC FBO 118,692.358 12.38%
Class A shares ROBIN MELVA ANDERSON
ACCOUNT 0085-005146
1 N JEFFERSON AVE
SAINT LOUIS MO 63103-2205
- -----------------------------------------------------------------------------------------------------------------------------------
EDWARD D JONES & CO FAO 52,927.995 5.52%
JOHN P THIMMESH &
PATTI THIMMESH TRUSTEES
EDJ #894-09134-1-4
PO BOX 2500,
MARYLAND HTS MO 63043-8500
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Florida Fund UBS FINANCIAL SERVICES INC. FBO 47,856.256 16.13%
Class B shares JUDITH GOLDSMITH 2000
IRREVOCABLE TRUST DTD 12/27/00
JOYCE PERNIN TRUSTEE
5781 BRIDLEWAY CIRCLE,
BOCA RATON FL 33496-3211
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 43,643.289 14.71%
OF ITS CUSTOMERS SEC #97GC2
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
ATTN MUTUAL FUNDS 20,519.416 6.92%
FISERV SECURITIES INC
FAO 14048823
ONE COMMERCE SQUARE
2005 MARKET STREET SUITE 1200,
PHILADELPHIA PA 19103-7008
- -----------------------------------------------------------------------------------------------------------------------------------
FIRST CLEARING, LLC 16,970.333 5.72%
A/C 1084-0401
BARBARA ANN ALLARD REV TR
BARBARA ANN ALLARD TTEE UA
20 N CREEK LN
SARASOTA FL 34236
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Florida Fund MLPF&S FOR THE SOLE BENEFIT 32,319.204 16.27%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
RAYMOND JAMES & ASSOC INC 26,235.716 13.21%
FBO PARMER FW&A
BIN# 50100337
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
- -----------------------------------------------------------------------------------------------------------------------------------
PERSHING LLC 21,343.696 10.75%
PO BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
PERSHING LLC 19,320.292 9.73%
PO BOX 2052
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
G-25
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
MARY J MANNS 11,107.267 5.59%
2628 NANTUCKET LN
TALLAHASSEE FL 32309-2246
- -----------------------------------------------------------------------------------------------------------------------------------
MARJORIE NEHLSEN TTEE 10,050.251 5.06%
MARJORIE NEHLSEN TRUST
UA DTD 02/02/1995
12667 SW SUZY AVE
LAKE SUZY FL 34269-9370
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Florida Insured Fund MLPF& S FOR THE SOLE BENEFIT 523,028.038 6.71%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SECURITY #970G2
4800 DEER LAKE DR E 2ND FLOOR,
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Florida Insured Fund MLPF&S FOR THE SOLE BENEFIT 60,932.349 14.13%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION SEC #97DT2
4800 DEER LAKE DR E 2RD FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO # CWG-007790 22,461.815 5.21%
HELEN STURMAN TRUSTEE
HELEN A STURMAN REVOCABLE TRUST
AGREEME UA 6/14/91
8 NORMANDY A,
DELRAY BEACH FL 33484-4730
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Florida Insured Fund MLPF & S FOR THE SOLE BENEFIT 42,968.280 57.13%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97MG0
4800 DEER LAKE DR E 2RD FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
A G EDWARDS & SONS INC FBO 16,107.014 21.41%
MIRENA LANDERS TRUSTEE
J ROBERT LANDERS
ACCOUNT 0317-289049
1 N JEFFERSON AVE,
SAINT LOUIS MO 63103-2205
- -----------------------------------------------------------------------------------------------------------------------------------
SHAW RUBIN FAMILY 8,321.982 11.06%
PARTNERSHIP LLLP
600 THREE ISLAND BLVD APT 2108
HALLANDALE BEACH FL 33009-2888
- -----------------------------------------------------------------------------------------------------------------------------------
UBS FINANCIAL SERVICES INC. FBO 4,948.641 6.58%
ROSALIE MERGAMAN
3600 CONSHOHOCKEN AVE APT 205
PHILADELPHIA PA 19131-5303
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Idaho Fund MLPF&S FOR THE SOLE BENEFIT 299,854.430 6.01%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMIN SEC #97CU2
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Idaho Fund MLPF&S FOR THE SOLE BENEFIT 112,590.741 10.87%
Class B shares OF ITS CUSTOMERS 97GP1
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
DEAN WITTER FOR THE BENEFIT OF 57,681.048 5.57%
KENNETH SCHWARZE &
PO BOX 250 CHURCH STREET STATION
NEW YORK NY 10008-0250
- -----------------------------------------------------------------------------------------------------------------------------------
G-26
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Idaho Fund MLPF&S FOR THE SOLE BENEFIT 172,182.487 13.16%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97MG3
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Insured Fund NFSC FEBO # 0NN-130524 35,797.170 6.22%
Class B shares CLEM LYONS
126 VILLITA ST
SAN ANTONIO TX 78205-2735
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Insured Fund NFSC FEBO # L2H-007960 49,659.108 24.97%
Class C shares SUE DELL THOMAN
4020 RITAMARIE DR
COLUMBUS OH 43220-4927
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT OF ITS 31,639.826 15.91%
CUSTOMERS SEC #97H08
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
JANNEY MONTGOMERY SCOTT LLC 22,266.227 11.20%
ACCOUNT 7268-3586
VICTORIA SANGER
1801 MARKET ST
PHILADELPHIA PA 19103-1628
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Minnesota Fund MLPF&S FOR THE SOLE BENEFIT 131,181.786 11.47%
Class B shares OF ITS CUSTOMERS SEC #97GD0
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Minnesota Fund MLPF&S FOR THE SOLE BENEFIT 125,808.763 14.05%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINI-SEC #97EA3
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Minnesota Insured Fund MLPF&S FOR THE SOLE BENEFIT 64,146.210 5.03%
Class B shares OF ITS CUSTOMERS SEC #97GD1
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Minnesota Insured Fund MLPF&S FOR THE SOLE BENEFIT 89,711.800 7.84%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN-SEC #97EA4
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
U S BANCORP INVESTMENTS INC 78,461.230 6.85%
FBO 220252661
100 S 5TH ST STE 1400
MINNEAPOLIS MN 55402-1217
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Minnesota Intermediate UBS FINANCIAL SERVICES INC. FBO 285,774.648 5.32%
Fund Class A shares STEPHEN M WATSON #2
2801 BENTON BLVD
MINNEAPOLIS MN 55416-4326
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Minnesota Intermediate PIPER JAFFRAY & CO. 27,546.581 9.60%
Fund Class B shares A/C 1974-3634
800 NICOLLET MALL
MINNEAPOLIS MN 55402-7000
- -----------------------------------------------------------------------------------------------------------------------------------
G-27
------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
U S BANCORP INVESTMENTS INC 25,883.122 9.02%
FBO 249243521
100 S 5TH ST STE 1400
MINNEAPOLIS MN 55402-1217
------------------------------------------------------------------------------------------------------------
PIPER JAFFRAY & CO. 14,763.222 5.14%
A/C 1974-3354
800 NICOLLET MALL
MINNEAPOLIS MN 55402-7000
------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC 14,352.720 5.00%
ACCOUNT 4990-2761
608 2ND AVE S FL 8
MINNEAPOLIS MN 55402-1916
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Minnesota Intermediate PIPER JAFFRAY & CO. 51,359.854 7.91%
Fund Class C shares A/C 8690-1821
800 NICOLLET MALL
MINNEAPOLIS MN 55402-7000
------------------------------------------------------------------------------------------------------------
PIPER JAFFRAY & CO. 48,048.673 7.40%
A/C 4535-1036
800 NICOLLET MALL
MINNEAPOLIS MN 55402-7000
------------------------------------------------------------------------------------------------------------
PERSHING LLC 41,440.031 6.39%
P.O. BOX 2052
JERSEY CITY NJ 07303-2052
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Missouri Insured Fund SEI TRUST COMPANY 347,411.447 8.11%
Class A shares C/O CENTRAL BANK
ATTN: MUTUAL FUNDS
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Missouri Insured Fund MLPF&S FOR THE SOLE BENEFIT 28,311.976 7.07%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION SEC #97DT5
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Missouri Insured Fund U.S. BANCORP INVESTMENTS INC.^ 27,930.315 6.98%
Class B shares FBO 252375141
100 SOUTH FIFTH STREET SUITE 1400
MINNEAPOLIS MN 55402-1217
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Missouri Insured Fund MLPF&S FOR THE SOLE BENEFIT 62,215.335 49.36%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMIN SEC #97MG4
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
------------------------------------------------------------------------------------------------------------
MARY ANN ROBINSON CONSERVATOR 15,241.640 12.09%
FOR THE ESTATE OF NELSON GRUEN
2818 W LAKEVIEW DR
POPLAR BLUFF MO 63901-9296
------------------------------------------------------------------------------------------------------------
LAWRENCE C FAGAN TRUSTEE 10,845.370 8.60%
LAWRENCE C FAGAN
DTD 2/8/2000
HC 73 BOX 2215,
FAIRDEALING MO 63939-9302
------------------------------------------------------------------------------------------------------------
DESSIE I RENARD 8,975.248 7.12%
TTEE EVERT E & DESSIE I RENARD
TRUST DTD SEP 1 1995
500 BEARDEN RD
POPLAR BLUFF MO 63901-3108
------------------------------------------------------------------------------------------------------------
G-28
------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
PERSHING LLC 6,398.000 5.08%
PO BOX 2052
JERSEY CITY NJ 07303-2052
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Money Fund PERSHING LLC 4,203,736.220 15.56%
Class A shares PO BOX 2052
JERSEY CITY NJ 07303-2052
------------------------------------------------------------------------------------------------------------
JEFFREY P CADWELL 1,811,944.390 6.71%
AND CONNIE CADWELL
TEN BY ENT
5321 WESTSHORE DR
NEW PRT RCHY FL 34652-3039
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Money Fund LANNY JOSEPH ROSS TTEE 111,152.960 13.69%
Consultant Class shares LEONARD ROSS & LANA JEAN ROSS
IRREVOCABLE TRUST DTD 11/10/98
112 REED ST
MOSCOW PA 18444-9505
------------------------------------------------------------------------------------------------------------
EDWARD J NOLAN 107,945.630 13.29%
739 HILLCREST AVE
GLENSIDE PA 19038-5407
------------------------------------------------------------------------------------------------------------
GARY A THOMAS 77,083.020 9.49%
14 CIRCLE DR
CAMP HILL PA 17011-2607
------------------------------------------------------------------------------------------------------------
NANCY RHOADES 75,344.780 9.28%
2529 COMMONS TRCE
AUGUSTA GA 30909-2249
------------------------------------------------------------------------------------------------------------
JOANNE MARRIOTT 51,005.200 6.28%
81 MEADOWVIEW LN
VERNON CT 06066-2758
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free New York Fund ROBERTA B WENDEL 167,518.214 15.04%
Class A shares 143 W HAVEN RD
ITHACA NY 14850-3025
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free New York Fund MLPF&S FOR THE SOLE BENEFIT 52,022.003 17.88%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION SEC #97L92
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
------------------------------------------------------------------------------------------------------------
NFSC FEBO #E89-008141 20,100.503 6.91%
THELMA PERL
1117 53RD ST
BROOKLYN NY 11219-3440
------------------------------------------------------------------------------------------------------------
DEAN WITTER FOR THE BENEFIT OF 15,225.435 5.23%
T/U/W OF RUBY E OETKEN 9/4/99
PO BOX 250 CHURCH STREET STATION
NEW YORK NY 10008-0250
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free New York Fund RAYMOND JAMES & ASSOC INC 161,731.423 75.21%
Class C shares FBO ADDARIO J&S
BIN #46110689
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Oregon Insured Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 82,249.314 13.27%
Class C shares CUSTOMERS
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 3RD FL
JACKSONVILLE FL 32246-6484
------------------------------------------------------------------------------------------------------------
G-29
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
JANET P KOENNECKE 75,537.602 12.19%
4865 NW NESKOWIN
PORTLAND OR 97229
- -----------------------------------------------------------------------------------------------------------------------------------
WEDBUSH MORGAN SECURITIES 43,689.415 7.05%
A/C 5041-0790
1000 WILSHIRE BLVD
LOS ANGELES CA 90017-2457
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free Pennsylvania Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 112,559.018 13.72%
Class C shares CUSTOMERS SEC #97H06
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
NFSC FEBO #04J-763098 67,861.207 8.27%
GERTRUDE NICHOLSON
2 FRANKLIN TOWN BLVD APT 1013
PHILADELPHIA PA 19103-1224
- -----------------------------------------------------------------------------------------------------------------------------------
DAVID N ARMS AND 67,363.435 8.21%
JANET E ARMS JT WROS
2147 DEEP CREEK RD
PERKIOMENVLLE PA 18074-9516
- -----------------------------------------------------------------------------------------------------------------------------------
UBS FINANCIAL SERVICES INC. FBO 46,410.455 5.66%
JOSEPH MCCORMICK CONSTRUCTION
CO INC
C/O OWEN J MCCORMICK
PO BOX 176, ERIE PA 16512-0176
ERIE PA 16512-0176
- -----------------------------------------------------------------------------------------------------------------------------------
THE MENNONITE FOUNDATION INC 44,734.484 5.45%
W & A ROSENBERGER CRUT 22-00673
P O BOX 483
GOSHEN IN 46527-0483
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 167,776.449 9.52%
Class B shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #97D23
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 93,549.214 18.75%
Class C shares CUSTOMERS SEC #97H07
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Intermediate Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 904,627.621 12.08%
Class A shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #97AX3
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Intermediate Fund MLPF&S FOR SOLE BENEF OF ITS CUST 93,620.243 29.05%
Class B shares ATTN FUND ADMIN-SEC #97D27
4800 DEER LAKE DR E,2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Intermediate Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 980,237.442 56.80%
Class C shares CUSTOMERS SEC #97H09
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
G-30
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Trend Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 9,803,360.736 21.60%
Class A shares CUSTOMERS
ATTENTION: FUND ADMIN SEC #974N5
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Trend Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 1,268,160.599 13.46%
Class B shares CUSTOMERS SEC #97FA1
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Trend Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 3,096,711.726 33.55%
Class C shares CUSTOMERS SEC #97HY3
ATTENTION: FUND ADMINISTRATION
4600 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Trend Fund STATE STREET BANK AND TRUST CO 3,716,926.299 23.53%
Institutional Class shares TTEE PACIFICORP KPLUS EE SAVING
AND STOCK OWNERSHIP PLAN
633 W 5TH ST FL 12
LOS ANGELES CA 90071-2095
- -----------------------------------------------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS INSTITUTIONAL 2,674,720.221 16.93%
OPERATIONS CO FIIOC AS AGENT
FOR CERTAIN EMPLOYEE BENEFIT PLANS
100 MAGELLAN WAY KW1C
COVINGTON KY 41015-1999
- -----------------------------------------------------------------------------------------------------------------------------------
CITISTREET LLC 1,867,106.464 11.82%
C/FBO STATE OF HAWAII DEFERRED
COMP PLAN
235 S BERETANIA ST
HONOLULU HI 96813-2406
- -----------------------------------------------------------------------------------------------------------------------------------
HARRAHS ENTERTAINMENT INC 1,737,780.322 11.00%
SAVINGS AND RETIREMENT PLAN
DTD 2/28/2000
105 ROSEMONT AVE
WESTWOOD MA 02090-2318
- -----------------------------------------------------------------------------------------------------------------------------------
CHARLES SCHWAB & CO INC 819,777.953 5.19%
SPEC CUSTODY ACCT FOR THE EXCL
BNFT OF CUSTS ATTN MUT FDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 796,825.952 5.04%
OF ITS CUSTOMERS
ATTN FUND ADMIN SEC
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Trend Fund AST TRUST COMPANY AS TTEE FBO 171,710.826 53.12%
Class R shares WINDERMERE REAL ESTATE RETIREMENT
PLAN & TRUST FOR AGENTS
2390 E CAMELBACK RD STE 240
PHOENIX AZ 85016-3434
- -----------------------------------------------------------------------------------------------------------------------------------
MLPF&S FOR THE SOLE BENEFIT 95,653.281 29.59%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
G-31
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
AST TRUST COMPANY AS TTEE FBO 27,744.127 8.58%
WINDERMERE 401K PLAN
2390 E CAMELBACK RD STE 240
PHOENIX AZ 85016-3434
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware U.S. Growth Fund MLPF&S FOR THE SOLE BENEFIT OF ITS 127,758.370 15.94%
Class C shares CUSTOMERS SEC #97JY7
ATTENTION: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST, 2ND FL
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware U.S. Growth Fund RS DMC EMPLOYEE MPP PLAN 107,705.060 45.85%
Institutional Class shares DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
1818 MARKET ST,
PHILADELPHIA PA 19103-3638
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 77,911.837 33.16%
SCOTT SPECIALTY GASES 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 19,815.875 8.43%
JERED INDUSTRIES 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES TRUSTEE FBO 13,429.317 5.72%
CLAYTON FDTN FOR RSRCH 401(K)
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware US Growth Fund MLPF&S FOR THE SOLE BENEFIT 21,138.103 89.75%
Class R shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 1,877.592 7.97%
DIW GROUP INC
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Value Fund MLPF&S FOR THE SOLE BENEFIT 224,523.917 34.58%
Class A shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR,
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
MCB TRUST SERVICES CUSTODIAN FBO 50,398.970 7.76%
PFI LLC
700 17TH ST STE 300
DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
FIRST CLEARING, LLC 44,197.093 6.81%
A/C 4403-2822
LYNN N HUGHES
PO BOX 61565
HOUSTON TX 77208-1565
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Value Fund MLPF&S FOR THE SOLE BENEFIT 18,814.837 11.92%
Class B shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC #97016
4800 DEER LAKE DR E 2ND FLOOR,
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
G-32
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Value Fund MLPF&S FOR THE SOLE BENEFIT 165,520.750 69.09%
Class C shares OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
SEC 97016
4800 DEER LAKE DR E 2ND FLOOR,
JACKSONVILLE FL 32246-6484
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Value Fund LINCOLN NATIONAL LIFE INSURANCE CO 3,487,041.523 35.08%
Institutional Class shares ATTN CAMMIE KLINE 6H02
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN C/F 926,625.065 9.32%
DEL GRP FOUNDATION FD GROWTH PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN BANK C/F 872,957.870 8.78%
DEL GRP FOUNDATION FD BALANCED PORT
ATTN: MARISOL GORDAN GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 531,482.570 5.35%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4180002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
CHASE MANHATTAN BANK C/F 525,754.184 5.29%
DEL GRP FOUNDATION FD-INCOME PORT.
ATTN: MARISOL GORDAN-GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
- -----------------------------------------------------------------------------------------------------------------------------------
BOST & CO 504,425.466 5.07%
FBO TUITION A/C INVESTMENT PROGRAM
LPAF4170002
C/O MUTUAL FUND OPERATION
PO BOX 3198,
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The All-Cap Growth Equity Portfolio BOST & CO A/C UFCF9287002 1,062,739.018 78.32%
MUTUAL FUNDS OPERATIONS
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The All-Cap Growth Equity Portfolio LINCOLN NATIONAL LIFE INSURANCE CO 294,117.647 21.68%
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Core Focus Fixed Income Portfolio BRICKLAYERS & ALLIED CRAFTWORKERS 401,809.763 63.07%
NY LOCAL 3 (ROCHESTER CHAPTER)
3750 MONROE AVENUE
ROCHESTER NY 14534-1302
- -----------------------------------------------------------------------------------------------------------------------------------
DMH CORP 235,294.118 36.93%
ATTN JOE HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Core Plus Fixed Income Portfolio FROST NATIONAL BANK CUSTODIAN 1,658,624.103 42.92%
FOR BAPTIST HEALTH SERVICES
PO BOX 2950
SAN ANTONIO TX 78299-2950
- -----------------------------------------------------------------------------------------------------------------------------------
G-33
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
DES MOINES UNIVERSITY OSTEOPATHIC 983,606.557 25.45%
MEDICAL CENTER
3200 GRAND AVENUE
DES MOINES IA 50312-4198
- -----------------------------------------------------------------------------------------------------------------------------------
MAC & CO A/C WPFF5301342 575,955.621 14.90%
MUTUAL FUND OPERATIONS
PO BOX 3198
525 WILLIAM PENN PLACE
PITTSBURGH PA 15219-1707
- -----------------------------------------------------------------------------------------------------------------------------------
PACE LOCAL 2-286 449,835.727 11.64%
SEVERANCE/401K PLAN
410 N 8TH ST
PHILADELPHIA PA 19123-3903
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO BANK NA CUST FBO 196,756.255 5.09%
TWIN CITY HOSPITALS LPN
#15245208
PO BOX 1533
MINNEAPOLIS MN 55480-1533
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Emerging Markets Portfolio NORTHERN TRUST CO TTEE FOR THE 7,357,708.816 15.61%
TEACHERS RETIREMENT SYSTEM OF THE
STATE OF ILLINOIS MASTER TRUST
50 S LA SALLE ST
CHICAGO IL 60675-0001
- -----------------------------------------------------------------------------------------------------------------------------------
INDIANA PUBLIC EMPLOYEES 5,151,555.239 10.93%
RETIREMENT FUND
143 W MARKET ST
INDIANAPOLIS IN 46204-2801
- -----------------------------------------------------------------------------------------------------------------------------------
EMPLOYEES' RETIREMENT SYSTEM 5,146,372.439 10.92%
OF RHODE ISLAND
ATT: JOAN CAINE DEPUTY TRES.
40 FOUNTAIN ST FL 8
PROVIDENCE RI 02903-1800
- -----------------------------------------------------------------------------------------------------------------------------------
ALAMEDA COUNTY EMPLOYEES 3,927,580.425 8.33%
RETIREMENT ASSOCIATION
475 14TH ST STE 1000
OAKLAND CA 94612-1916
- -----------------------------------------------------------------------------------------------------------------------------------
CHILDRENS HEALTHCARE OF ATLANTA INC 3,891,050.584 8.26%
1584 TULLIE CIR NE
ATLANTA GA 30329-2311
- -----------------------------------------------------------------------------------------------------------------------------------
NUCLEAR ELECTRIC INSURANCE LIMITED 2,693,065.332 5.71%
1201 MARKET ST STE 1200
WILMINGTON DE 19801-1805
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Global Fixed Income Portfolio DARTMOUTH HITCHCOCK MASTER 2,052,496.353 9.49%
INVESTMENT PROGRAM OF POOLED
INVESTMENT ACCOUNTS
ATTN ROBIN F MACKEY - FINANCE DEPT
1 MEDICAL CENTER DR,
LEBANON NH 03756-1000
- -----------------------------------------------------------------------------------------------------------------------------------
FIFTH THIRD BANK TRUSTEE FOR 1,428,756.774 6.61%
STEELCASE INC RETIREMENT PLAN
BALANCED
ONE WALL ST
12 TH FLOOR,
NEW YORK NY 10286-0001
- -----------------------------------------------------------------------------------------------------------------------------------
G-34
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
STANDEX INTERNATIONAL CORPORATION 1,103,472.354 5.10%
RETIREMENT PLANS TRUST
6 MANOR PKWY
SALEM NH 03079-2897
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The High-Yield Bond Portfolio MAC & CO LCWF 0780282 349,778.373 100.00%
MUTUAL FUNDS OPERATIONS
PO BOX 3198
PITTSBURGH PA 15230-3198
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Intermediate Fixed Income THE HEALTHCARE FOUNDATION OF NJ 1,396,407.002 75.79%
Portfolio 70 S ORANGE AVE STE 245
LIVINGSTON NJ 07039-4903
- -----------------------------------------------------------------------------------------------------------------------------------
FREIGHT DRIVERS & HELPERS LOCAL 557 361,378.323 19.62%
PENSION PLAN
4600 POWDER MILL ROAD STE 100
BELTSVILLE MD 20705-2647
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The International Equity Portfolio PATTERSON AND COMPANY 14,222,814.551 19.26%
MUTUAL FUNDS NC-1151
1525 W WT HARRIS BLVD
CHARLOTTE NC 28262-8522
- -----------------------------------------------------------------------------------------------------------------------------------
FIRSTUNION PORTFOLIO STRATEGIES 6,398,172.040 8.66%
OMNIBUS
1525 W WT HARRIS BLVD
CHARLOTTE NC 28262-8522
- -----------------------------------------------------------------------------------------------------------------------------------
PATTERSON AND COMPANY 4,004,846.329 5.42%
PORTFOLIO STRATEGIES OMNIBUS
1525 W WT HARRIS BLVD
CHARLOTTE NC 28288-0001
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The International Fixed Income BROCKTON RETIREMENT BOARD 1,304,814.233 26.14%
Portfolio 15 CHRISTY'S DRIVE
BROCKTON MA 02301-1813
- -----------------------------------------------------------------------------------------------------------------------------------
STRAFE & CO FAO LAKELAND HOSPITAL 932,203.390 18.68%
MUTUAL FUND A/C 4411090502
340 S CLEVELAND AVE
WESTERVILLE OH 43081-8917
- -----------------------------------------------------------------------------------------------------------------------------------
COMERICA BANK TRUSTEE 927,418.307 18.58%
OAKWOOD PENSION PLAN
P. O. BOX 75000 M/C #3446
DETROIT MI 48275-0001
- -----------------------------------------------------------------------------------------------------------------------------------
STRAFE & CO 537,145.623 10.76%
FAO MERCY MEM HOSP - DEL
NON-NETWORKED A/C 4400272805
PO BOX 160
WESTERVILLE OH 43086-0160
- -----------------------------------------------------------------------------------------------------------------------------------
STRAFE AND CO NON-NETWORKED 374,539.469 7.50%
FBO MUNSON MEDICAL CENTER
RET-DELAWARE A/C 4400219705
PO BOX 160
WESTERVILLE OH 43086-0160
- -----------------------------------------------------------------------------------------------------------------------------------
STRAFE AND CO NON-NETWORKED 277,815.252 5.57%
FBO MEMORIAL HEALTHCARE FND
DEPREC-D A/C 4400211505
PO BOX 160
WESTERVILLE OH 43086-0160
- -----------------------------------------------------------------------------------------------------------------------------------
STRAFE AND CO NON-NETWORKED 256,771.113 5.14%
FBO MERCY HOSPITAL RETIREMENT
A/C 4400213505
PO BOX 160
WESTERVILLE OH 43086-0160
- -----------------------------------------------------------------------------------------------------------------------------------
G-35
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Labor Select International Equity SEIU PENSION PLAN MASTER TRUST 5,034,004.519 16.65%
Portfolio 1313 L ST NW
WASHINGTON DC 20005-4101
- -----------------------------------------------------------------------------------------------------------------------------------
DINGLE & CO 2,223,893.210 7.36%
C/O COMERICA BANK
PO BOX 75000
DETROIT MI 48275-0001
- -----------------------------------------------------------------------------------------------------------------------------------
MARITIME ASSOCIATION ILA PENSION FD 2,049,571.412 6.78%
11550 FUQUA ST STE 425
HOUSTON TX 77034-4597
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Large-Cap Value Equity Portfolio JESUIT HIGH SCHOOL OF NEW ORLEANS 319,376.088 33.72%
4133 BANKS ST
NEW ORLEANS LA 70119-6883
- -----------------------------------------------------------------------------------------------------------------------------------
LASALLE NATIONAL BANK TRUSTEE 183,393.292 19.36%
FBO METZ BAKING COMPANY
A/C #800090.0
PO BOX 1443
CHICAGO IL 60690-1443
- -----------------------------------------------------------------------------------------------------------------------------------
BOARD OF TRUSTEES OF THE MALPAS TRS 124,323.546 13.13%
C/O ROBERT A DUFF
911 FORDICE RD
LEBANON IN 46052-1938
- -----------------------------------------------------------------------------------------------------------------------------------
STATE OF GEORGIA EMPLOYEES' 117,361.926 12.39%
DEFERRED COMPENSATION GROUP TRUST
200 PIEDMONT AVE
SUITE 1016 WEST
ATLANTA GA 30334-9032
- -----------------------------------------------------------------------------------------------------------------------------------
PACE LOCAL 2-286 78,830.061 8.32%
SEVERANCE/401K PLAN
410 N 8TH ST
PHILADELPHIA PA 19123-3903
- -----------------------------------------------------------------------------------------------------------------------------------
RICHARD BLAND COLLEGE 51,885.843 5.48%
FOUNDATION FUND
11301 JOHNSON ROAD
PETERSBURG VA 23805-7100
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Mid-Cap Growth Equity Portfolio UA PLUMBERS AND STEAMFITTERS 3,430,738.900 66.62%
LOCAL 22
3900 PACKARD RD
NIAGARA FALLS NY 14303-2236
- -----------------------------------------------------------------------------------------------------------------------------------
ROOSEVELT UNIVERSITY 875,047.011 16.99%
430 S MICHIGAN AVE
CHICAGO IL 60605-1394
- -----------------------------------------------------------------------------------------------------------------------------------
CRESTAR BANK 753,305.644 14.63%
CUST THE COLL OF WILLIAM & MARY
ATTN A/C #7006100-7013873
PO BOX 105870 CTR 3144
ATLANTA GA 30348-5870
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Real Estate Investment Trust SAXON AND CO 268,915.100 13.09%
Portfolio II FBO 20-35-002-3403902
PO BOX 7780-1888
PHILADELPHIA PA 19182-0001
- -----------------------------------------------------------------------------------------------------------------------------------
WACHOVIA BANK NA 264,767.105 12.89%
FBO CITY OF ALLENTOWN
1525 W WT HARRIS BLVD NC 1151
CHARLOTTE NC 28288-0001
- -----------------------------------------------------------------------------------------------------------------------------------
G-36
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
KEY BANK NA 195,247.728 9.50%
TTEE FBO ELKHART GENERAL HOSPITAL
A/C 2020220-1246214
PO BOX 94871
CLEVELAND OH 44101-4871
- -----------------------------------------------------------------------------------------------------------------------------------
PRINCE WILLIAM HOSPITAL 170,515.715 8.30%
8650 SUDLEY RD #411
MANASSAS VA 20110-4416
- -----------------------------------------------------------------------------------------------------------------------------------
HARRIS BANK 162,483.732 7.91%
C/FBO CONFEDERATED TRIBES OF
WARM SPRINGS
PO BOX 71940
CHICAGO IL 60694-1940
- -----------------------------------------------------------------------------------------------------------------------------------
MAC & CO A/C MIDF52605W2 156,338.028 7.61%
MUTUAL FUNDS OPERATIONS
PO BOX 3198
525 WILLIAM PENN PLACE
PITTSBURGH PA 15219-1707
- -----------------------------------------------------------------------------------------------------------------------------------
MEREDITH COLLEGE 149,323.378 7.27%
3800 HILLSBOROUGH ST
RALEIGH NC 27607-5298
- -----------------------------------------------------------------------------------------------------------------------------------
KEY BANK NA 143,826.600 7.00%
TTEE FBO ELKHART GENERAL HOSPITAL
A/C 2020220-1235855
PO BOX 94871
CLEVELAND OH 44101-4871
- -----------------------------------------------------------------------------------------------------------------------------------
NORTH CENTRAL COLLEGE 107,806.116 5.25%
30 N BRAINARD ST
NAPERVILLE IL 60540-4690
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Real Estate Investment Trust LINCOLN NATIONAL LIFE INS CO 971,066.838 71.83%
Portfolio 1300 S CLINTON ST
FORT WAYNE IN 46802-3518
- -----------------------------------------------------------------------------------------------------------------------------------
AMERICAN STATES INSURANCE COMPANY 380,797.396 28.17%
C/O SAFECO ASSET MANAGEMENT COMPANY
ATTN ANGELA RULEY
601 UNION STREET STE 2500
SEATTLE WA 98101-4074
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Small Cap Growth II Equity DMH CORP 235,294.118 100.00%
Portfolio ATTN JOE HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Small Cap Growth Equity Portfolio FIRST UNION PORTFOLIO STRATEGIES 1,054,291.292 13.84%
OMNIBUS
1525 WEST WT HARRIS BLVD
CHARLOTTE NC 28262-8522
- -----------------------------------------------------------------------------------------------------------------------------------
NORTHERN TRUST CUST FBO EASTERN 973,820.340 12.78%
BAND OF CHEROKEE INDIANS ENDOWMENT
A/C 26-22792
801 S CANAL
CHICAGO IL 60675-0001
- -----------------------------------------------------------------------------------------------------------------------------------
THE UNIVERSITY OF MONTANA 832,088.838 10.92%
FOUNDATION
600 CORNELL AVE - BRANTLEY HALL
PO BOX 7159
MISSOULA MT 59807-7159
- -----------------------------------------------------------------------------------------------------------------------------------
G-37
- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
SUNTRUST BANK 819,672.131 10.76%
TTEE FBO GENUINE PARTS PENSION
A/C 11-03-125-1138550
PO BOX 105870
ATLANTA GA 30348-5870
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO BANK NA 781,266.762 10.26%
FBO ARKANSAS BEST
A/C 14275200
PO BOX 1533
MINNEAPOLIS MN 55480-1533
- -----------------------------------------------------------------------------------------------------------------------------------
NORTHERN TRUST CUST FBO EASTERN 622,603.921 8.17%
BAND OF CHEROKEE INDIANS MINORS &
INCOMPETENCE FUND A/C 26-22787
801 S CANAL
CHICAGO IL 60675-0001
- -----------------------------------------------------------------------------------------------------------------------------------
WELLS FARGO BANK NA 450,292.436 5.91%
FBO HAZELDEN INVESTMENT
MUTUAL FUND A/C #12587305
PO BOX 1533
MINNEAPOLIS MN 55480-1533
- -----------------------------------------------------------------------------------------------------------------------------------
STRAFE AND CO 396,214.001 5.20%
FBO TD WILLIAMSON
DELAWARE BIN #7000527701
PO BOX 160
WESTERVILLE OH 43086-0160
- -----------------------------------------------------------------------------------------------------------------------------------
PATTERSON AND COMPANY 386,892.743 5.08%
MUTUAL FUNDS NC-1151
1525 W WT HARRIS BLVD
CHARLOTTE NC 28262-8522
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Small-Cap Value Equity Portfolio LINCOLN NATIONAL LIFE INSURANCE CO 297,616.841 100.00%
1300 S CLINTON ST
FORT WAYNE IN 46802-3518
- -----------------------------------------------------------------------------------------------------------------------------------
DPT - The Smid Cap Growth Equity Portfolio DMH CORP 235,294.118 100.00%
ATTN JOE HASTINGS
2005 MARKET ST FL 9
PHILADELPHIA PA 19103-7042
- -----------------------------------------------------------------------------------------------------------------------------------
G-38
Delaware
Investments(SM)
- --------------------------------------
A member of Lincoln Financial Group(R)
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND
AND VOTE ON THE PROPOSALS
Below is a brief overview of the proposals to be voted upon. Your vote is
important. Please read the full text of the enclosed Proxy Statement, which
you should retain for future reference. If you need another copy of the Proxy
Statement, please call Delaware Investments at 1-800-523-1918.
We appreciate you placing your trust in Delaware Investments and we look
forward to helping you achieve your financial goals.
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
You may be asked to vote on the following proposals:
1. To elect a Board of Trustees;
2. To approve the use of a "Manager of Managers" structure; and
3. To approve a Plan of Redomestication -- applies only to the Delaware
Tax-Free Florida Insured Fund, the Delaware Tax-Free Missouri
Insured Fund and the Delaware Tax-Free Oregon Insured Fund.
PROPOSAL 1: TO ELECT A BOARD OF TRUSTEES
WHAT ROLE DOES THE BOARD PLAY?
The Trustees serve as the Funds' shareholders' representatives. Members of
the Boards of Trustees (the "Board" or the "Boards") are fiduciaries and have
an obligation to serve the best interests of shareholders, including approving
policy changes. In addition, the Trustees review each Fund's performance,
oversee Fund activities and review contractual arrangements with companies
that provide services to the Funds.
WHAT IS THE SIZE OF EACH BOARD AND WHAT DOES IT DO?
Except for 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 (collectively, the
"Voyageur Funds"), the Board of each Trust consists of eight individuals. The
Board for each of the Voyageur Funds currently consists of six individuals.
Each Board's purpose is to ensure that the shareholders' best interests are
protected in the operation of each Fund.
WHAT IS THE AFFILIATION OF THE BOARD AND DELAWARE INVESTMENTS?
Except for the Voyageur Funds, each Board has seven "non-interested" Trustees
and one "interested" Trustee. Each Board for the Voyageur Funds has six
"non-interested" Trustees and no "interested" Trustees. Trustees are
determined to be "interested" by virtue of, among other things, their
affiliation with various entities under common control with Delaware
Investments. For all of the Trusts, there are nine nominees, including one
nominee who would be deemed to be an "interested" Trustee. Of the remaining
eight nominees, four of those persons current serve as "non-interested"
Trustees on the Boards of the Voyageur Funds and five of those persons
currently serve as "non-interested" Trustees on the Boards of the remaining
Trusts.
ARE BOARD MEMBERS PAID?
"Interested" Trustees are compensated by Delaware Investments and do not
receive any compensation from the Funds. Non-interested Trustees have no
affiliation with Delaware Investments and are compensated by each individual
Fund. Each non-interested Trustee receives a fee for his or her service on the
Board and, if applicable, for his or her service on a committee of the Board.
You can find the compensation table, which details these fees, in the Proxy
Statement.
PROPOSAL 2: TO APPROVE THE USE OF THE "MANAGER OF MANAGERS" STRUCTURE
WHAT IS THE "MANAGER OF MANAGERS" STRUCTURE?
Subject to receiving the necessary regulatory approvals, the proposed
"manager of managers" structure would permit Delaware Management Company
("DMC"), as the Funds' investment manager, to appoint and replace subadvisers,
enter into subadvisory agreements, and amend and terminate subadvisory
agreements on behalf of a Fund without shareholder approval (as is currently
required).
WHY AM I BEING ASKED TO VOTE ON THE "MANAGER OF MANAGERS" STRUCTURE AT THIS
TIME?
The employment of the "manager of managers" structure is contingent upon
either (i) exemptive relief from the U.S. Securities and Exchange Commission
(the "SEC"), or (ii) the adoption of a rule by the SEC authorizing the
employment of a "manager of managers" structure. In either case, a Fund must
obtain shareholder approval before it may implement the manager of managers
structure. Because a meeting of shareholders is needed to elect Trustees and
to vote on other matters, the Boards determined to seek shareholder approval
of the "manager of managers" structure at the shareholders' meeting to avoid
additional meeting and proxy solicitation costs in the future.
IF IT IS IMPLEMENTED, HOW WILL SHAREHOLDERS BENEFIT FROM THE "MANAGER OF
MANAGERS" STRUCTURE?
The "manager of managers" structure is intended to enable the Funds to
operate with greater efficiency by allowing DMC to employ subadvisers best
suited to the needs of the Funds without incurring the expense and delays
associated with obtaining shareholder approval of subadvisers or subadvisory
agreements. In particular, the Boards believe that the employment of the
"manager of managers" structure will: (1) enable the Boards to act more
quickly and with less expense to a Fund in order to appoint an initial or a
new subadviser when DMC and the Board believe that such appointment would be
in the best interests of that Fund's shareholders; and (2) help the Funds to
enhance performance by permitting DMC to allocate and reallocate a Fund's
assets among itself and one or more subadvisers when DMC and the Board believe
that it would be in the best interests of that Fund's shareholders.
PROPOSAL 3: TO APPROVE A PLAN OF REDOMESTICATION (APPLIES ONLY TO THE DELAWARE
TAX-FREE FLORIDA INSURED FUND, DELAWARE TAX-FREE MISSOURI INSURED
FUND AND THE DELAWARE TAX-FREE OREGON INSURED FUND)
WHAT REDOMESTICATION IS THE BOARD PROPOSING?
This proposed change calls for the reorganization of Voyageur Investment
Trust from a Massachusetts business trust into a newly formed Delaware
statutory trust. This proposed reorganization is referred to as the
"Redomestication," and more information can be found in the Proxy Statement.
WHY IS THE BOARD OF VOYAGEUR INVESTMENT TRUST RECOMMENDING APPROVAL OF THE
REDOMESTICATION?
With the exception of Voyageur Investment Trust, all of the registered,
open-end management investment companies within the Delaware Investments
Family of Funds are Delaware statutory trusts. The lack of uniformity among
the laws applicable to the mutual funds within the Delaware Investments Family
of Funds poses administrative complications and costs that can be eliminated
through the Redomestication.
In addition, Delaware statutory trusts provide somewhat greater flexibility
to respond quickly to changes in market or regulatory conditions. This
enhanced flexibility had caused a number of major fund complexes, including
the Delaware Investments Family of Funds, to adopt this form of organization
in recent years. Accordingly, the Board of Voyageur Investment Trust believes
that it is in the best interests of the shareholders to approve the
Redomestication.
HOW WILL THE REDOMESTICATION CHANGE A SHAREHOLDER'S INVESTMENT IN A SERIES OF
VOYAGEUR INVESTMENT TRUST?
The series of Voyageur Investment Trust and the corresponding series of the
newly formed Delaware statutory trust have the same investment goals, policies
and restrictions. For all practical purposes, a shareholder's investment in
Voyageur Investment Trust would not change as a result of the Redomestication.
COMMON QUESTIONS AND GENERAL INFORMATION
HAVE THE BOARDS OF TRUSTEES APPROVED EACH PROPOSAL?
Yes. The Boards of Trustees have unanimously approved all of the proposals
and recommend that you vote to approve them.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled be entitled to one vote for each full
share and a fractional vote for each fractional share of each Fund that you
own on the record date. The record date is December 10, 2004.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy card(s)
and mailing it in the enclosed postage-paid envelope. You may also vote by
touch-tone telephone by calling the toll-free number printed on your proxy
card(s) and following the recorded instructions. In addition, you may also vote
through the Internet by visiting www.delawareinvestments.com and following the
on-line instructions. If you need any assistance, or have any questions
regarding the proposals or how to vote your shares, please call Georgeson
Shareholder Communications, Inc., the Funds' proxy solicitor, at 877-288-8312
(toll free).
HOW DO I SIGN THE PROXY CARD?
Individual Accounts: Shareholders should sign exactly as their
names appear on the account registration shown on
the card.
Joint Accounts: Either owner may sign, but the name of the person
signing should conform exactly to a name shown on
the registration.
All Other Accounts: The person signing must indicate his or her
capacity. For example, if Ms. Ann B. Collins serves
as a trustee for a trust account or other type of
entity, she should sign, "Ann B. Collins, Trustee."
HOW CAN I FIND MORE INFORMATION ON THE PROPOSALS?
You should read the Proxy Statement that provides details regarding the
Proposals. If you have any questions, please call Georgeson Shareholder
Communications, Inc., the Funds' proxy solicitor, at 877-288-8312 (toll free).
J9940
PX-QA-ALL [-] IVES 1/05
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____
PO# M-9522-A
DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing
DELAWARE - ALL FUNDS MIS to print this form in its current state.
ORIGINAL 1-UP OVERSIZE 12-21-04 JA
DOREEN (DELAWARE - ALL FUNDS - 2005 - DH) ________________________________________________________________________
REVIEW #1 12-21-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
REVISION #1 12-29-04 JA
REVISION #2 1-5-05 JA
------------------------------------ ----------------------------------- ----------------------------------
TO VOTE BY TELEPHONE TO VOTE BY INTERNET TO VOTE BY MAIL
1) Read the Proxy Statement and 1) Read the Proxy Statement and 1) Read the Proxy Statement.
have the proxy card on reverse have the proxy card on reverse 2) Check the appropriate box on
at hand. at hand. the reverse side.
2) Call 1-800-690-6903. 2) Go to www.proxyweb.com 3) Sign, date and return the proxy
3) Follow the recorded instructions. 3) Follow the on-line instructions. card in the envelope provided.
------------------------------------ ----------------------------------- ----------------------------------
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD.
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS.
- --------------------------
999 999 999 999 99 <------
- --------------------------
FUND NAME PRINTS HERE (THE "FUND") JOINT MEETING OF SHAREHOLDERS - MARCH 15, 2005
REGISTRANT NAME PRINTS HERE (THE "TRUST") FORM OF PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Richelle S. Maestro, Brian L. Murray, Jr., David P. O'Connor and
Michael P. Bishof or any of them, attorneys, with full power of substitution, to vote all shares of the Fund, a series of the
Trust, as indicated above, that the undersigned is entitled to vote at a Meeting of Shareholders of the Trust to be held at the
offices of Delaware Investments located at 2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103-7055 on March 15, 2005
at 4 p.m., Eastern time, and at any adjournments thereof. All powers may be exercised by two or more of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one. This proxy shall be voted on the proposals described
in the Proxy Statement/Prospectus as specified on the reverse side.
Receipt of the Notice of Joint Meeting and the accompanying Proxy Statement is hereby acknowledged.
|
|
v PLEASE SIGN, DATE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE
Date: ______________________
--------------------------------------------------------------
--------------------------------------------------------------
Signature(s) (Title(s), if applicable) (Please sign in box)
NOTE: Please sign exactly as your name appears on this proxy
card. When signing in a fiduciary capacity, such as executor,
administrator, trustee, attorney, guardian, etc., please so
indicate. Corporate and partnership proxies should be signed
by an authorized person indicating the person's title.
| |
| |
v v Del all funds - DH
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____
PO# M-9522-A
DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing
DELAWARE - ALL FUNDS MIS to print this form in its current state.
ORIGINAL 1-UP OVERSIZE 12-21-04 JA
DOREEN (DELAWARE - ALL FUNDS - 2005 - DH) ________________________________________________________________________
REVISION #1 12-29-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
REVISION #2 12-30-04 JA
REVISION #3 1-5-05 JA
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with the views of management.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
| |
| PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. |
v PLEASE DO NOT USE FINE POINT PENS. [X] v
FOR ALL WITHHOLD
NOMINEES AUTHORITY TO
LISTED (EXCEPT VOTE FOR ALL
AS MARKED TO NOMINEES.
1. To elect the 9 nominees specified as Trustees: THE CONTRARY AT
(01) Thomas L. Bennett, (02) Jude T. Driscoll, (03) John A. Fry, (04) Anthony D. Knerr, LEFT).
(05) Lucinda S. Landreth, (06) Ann R. Leven, (07) Thomas F. Madison, (08) Janet L. Yeomans,
(09) J. Richard Zecher [ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OR NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.)
________________________________________________________________________________
FOR AGAINST ABSTAIN
2. To approve the use of a "manager of managers" structure whereby the investment manager of the [ ] [ ] [ ]
funds of the Trust will be able to hire and replace subadvisers without shareholder approval.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
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| Del all funds - DH |
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LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____
PO# M-9522-A
DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing
DELAWARE - ALL FUNDS MIS to print this form in its current state.
ORIGINAL 1-UP OVERSIZE 12-21-04 JA
DOREEN (DELAWARE - TAX FREE - 2005 - DH) ________________________________________________________________________
REVIEW #1 12-21-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
REVISION #1 12-29-04 JA
REVISION #2 1-5-05 JA
------------------------------------ ----------------------------------- ----------------------------------
TO VOTE BY TELEPHONE TO VOTE BY INTERNET TO VOTE BY MAIL
1) Read the Proxy Statement and 1) Read the Proxy Statement and 1) Read the Proxy Statement.
have the proxy card on reverse have the proxy card on reverse 2) Check the appropriate box on
at hand. at hand. the reverse side.
2) Call 1-800-690-6903. 2) Go to www.proxyweb.com 3) Sign, date and return the proxy
3) Follow the recorded instructions. 3) Follow the on-line instructions. card in the envelope provided.
------------------------------------ ----------------------------------- ----------------------------------
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD.
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS.
- --------------------------
999 999 999 999 99 <------
- --------------------------
FUND NAME PRINTS HERE (THE "FUND") JOINT MEETING OF SHAREHOLDERS - MARCH 15, 2005
REGISTRANT NAME PRINTS HERE (THE "TRUST") FORM OF PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Richelle S. Maestro, Brian L. Murray, Jr., David P. O'Connor and
Michael P. Bishof or any of them, attorneys, with full power of substitution, to vote all shares of the Fund, a series of the
Trust, as indicated above, that the undersigned is entitled to vote at a Meeting of Shareholders of the Trust to be held at the
offices of Delaware Investments located at 2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103-7055 on March 15, 2005
at 4 p.m., Eastern time, and at any adjournments thereof. All powers may be exercised by two or more of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one. This proxy shall be voted on the proposals described
in the Proxy Statement/Prospectus as specified on the reverse side.
Receipt of the Notice of Joint Meeting and the accompanying Proxy Statement is hereby acknowledged.
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v PLEASE SIGN, DATE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE
Date: ______________________
--------------------------------------------------------------
--------------------------------------------------------------
Signature(s) (Title(s), if applicable) (Please sign in box)
NOTE: Please sign exactly as your name appears on this proxy
card. When signing in a fiduciary capacity, such as executor,
administrator, trustee, attorney, guardian, etc., please so
indicate. Corporate and partnership proxies should be signed
by an authorized person indicating the person's title.
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v v Del tax free - DH
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____
PO# M-9522-A
DELAWARE INVESTMENTS #042 OK TO PRINT AS IS*____________ *By signing this form you are authorizing
DELAWARE - ALL FUNDS MIS to print this form in its current state.
ORIGINAL 1-UP OVERSIZE 12-21-04 JA
DOREEN (DELAWARE - TAX FREE - 2005 - DH) ________________________________________________________________________
REVISION #1 12-29-04 JA SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
REVISION #2 12-30-04 JA
REVISION #3 1-05-05 JA
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with the views of management.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
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| PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. |
v PLEASE DO NOT USE FINE POINT PENS. [X] v
FOR ALL WITHHOLD
NOMINEES AUTHORITY TO
LISTED (EXCEPT VOTE FOR ALL
AS MARKED TO NOMINEES.
1. To elect the 9 nominees specified as Trustees: THE CONTRARY AT
(01) Thomas L. Bennett, (02) Jude T. Driscoll, (03) John A. Fry, (04) Anthony D. Knerr, LEFT).
(05) Lucinda S. Landreth, (06) Ann R. Leven, (07) Thomas F. Madison, (08) Janet L. Yeomans,
(09) J. Richard Zecher [ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OR NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.)
________________________________________________________________________________
FOR AGAINST ABSTAIN
2. To approve an Agreement and Plan of Redomestication of the Trust from a Massachusetts business
trust to a Delaware statutory trust. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. To approve the use of a "manager of managers" structure whereby the investment manager of the [ ] [ ] [ ]
funds of the Trust will be able to hire and replace subadvisers without shareholder approval.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
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| Del tax free - DH |
v v