SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 002-75526
File No. 811-03363
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 59 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 59
(Check appropriate box or boxes)
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
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(Exact Name of Registrant as Specified in Charter)
2005 Market Street, Philadelphia, Pennsylvania 19103-7094
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (800) 523-1918
David F. Connor, Esq., 2005 Market Street, Philadelphia, PA 19103-7094
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(Name and Address of Agent for Service)
Approximate Date of Public Offering: April 30, 2006
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
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X on April 30, 2006 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a) (1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a) (2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate:
This post-effective amendment designates a new effective date for a
------- previously filed post-effective amendment
- - - CONTENTS - - -
This Post-Effective Amendment No. 59 to Registration File No. 002-75526 includes
the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectuses
4. Part B - Statement of Additional Information
5. Part C - Other Information
6. Signatures
7. Exhibits
[DELAWARE INVESTMENTS LOGO]
Delaware Limited-Term Government Fund
Class A o Class B o Class C o Class R
Prospectus
April 30, 2006
Fixed Income
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this Prospectus, and any
representation to the contrary is a criminal offense.
Table of contents
Fund profile page 2
Delaware Limited-Term Government Fund 2
How we manage the Fund page 5
Our investment strategies 5
The securities we typically invest in 6
The risks of investing in the Fund 9
Disclosure of portfolio holdings information 10
Who manages the Fund page 11
Investment manager 11
Portfolio managers 11
Who's who? 12
About your account page 13
Investing in the Fund 13
Choosing a share class 13
Dealer compensation 16
How to reduce your sales charge 17
How to buy shares 20
Fair valuation 21
Retirement plans 21
Document delivery 21
How to redeem shares 22
Account minimums 23
Special services 24
Frequent trading of Fund shares 26
Dividends, distributions and taxes 28
Certain management considerations 29
Manager of managers structure 29
Financial highlights page 30
Glossary page 32
Additional information page 35
2
Profile: Delaware Limited-Term Government Fund
What are the Fund's goals?
Delaware Limited-Term Government Fund seeks to provide a high stable level of
income, while attempting to minimize fluctuations in principal and provide
maximum liquidity. Although the Fund will strive to meet its goals, there is no
assurance that it will.
What are the Fund's main investment strategies?
The Fund invests primarily in short- and intermediate-term U.S. government
securities. These are debt securities issued or guaranteed by the U.S., such as
U.S. Treasuries; securities issued by U.S. government agencies or
instrumentalities, such as securities of the Government National Mortgage
Association; and securities that are privately issued but are 100%
collateralized by securities or certificates issued or guaranteed by the U.S.
government, its agencies or instrumentalities. The Fund may also invest up to
20% of its net assets in corporate notes and bonds, certificates of deposit and
obligations of U.S. and foreign banks, commercial paper, certain asset-backed
securities and non-agency mortgage-backed securities.
The level of income the Fund provides will vary depending on current interest
rates and the specific securities in the portfolio. However, since longer-term
rates are generally less volatile than short-term rates, the Fund's income may
fluctuate less than a money market fund's income.
Under normal circumstances, the Fund will invest at least 80% of its net assets
in U.S. government securities ("80% policy"). This 80% policy can be changed
without shareholder approval. However, shareholders would be given at least 60
days notice prior to any such change.
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. Over time, the value of your investment in
the Fund will increase and decrease according to changes in the value of the
securities in the Fund's portfolio. This Fund will be affected primarily by
changes in interest rates. For example, when interest rates rise, the value of
bonds in the Fund's portfolio will likely decline.
For a more complete discussion of risk, please see "The risks of investing in
the Fund" on page 9.
An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.
Who should invest in the Fund
o Investors with intermediate or long-term financial goals.
o Investors seeking monthly income.
o Investors who would like a relatively conservative income investment to
help balance a growth-oriented long-term portfolio.
o Investors seeking a high-quality investment with a measure of capital
preservation.
Who should not invest in the Fund
o Investors with very short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
especially over the short term.
o Investors who want an investment with a fixed share price, such as a money
market fund.
You should keep in mind that an investment in the Fund is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Fund with your financial advisor to
determine whether it is an appropriate choice for you.
3
How has Delaware Limited-Term Government Fund performed?
This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how annual returns for the Fund's Class A shares have varied over
the past ten calendar years, as well as the average annual returns of Class A,
B, C and R shares for one-year, five-year and ten-year or lifetime periods, as
applicable. The Fund's past performance (before and after taxes) is not
necessarily an indication of how it will perform in the future. The returns
reflect expense caps in effect during these periods. The returns would be lower
without the expense caps. Please see the footnotes on page 4 for additional
information about the expense caps.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR-BY-YEAR TOTAL RETURN (CLASS A)]
Year-by-year total return (Class A)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
3.69% 5.23% 7.46% 1.07% 8.59% 8.16% 7.08% 2.12% 2.31% 1.76%
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
During the periods illustrated in this bar chart, Class A's highest quarterly
return was 4.49% for the quarter ended December 31, 1998 and its lowest
quarterly return was - 1.33% for the quarter ended June 30, 2004.
The maximum Class A sales charge of 2.75%, which is normally deducted when you
purchase shares, is not reflected in the previous paragraph or in the bar chart.
If this fee were included, the returns would be less than those shown. The
average annual returns in the table below do include the sales charge.
Average annual returns for periods ending 12/31/05
-------------------------------------------------------- -------- -------- -----------
1 year 5 years 10 years or
lifetime**
-------------------------------------------------------- -------- -------- -----------
Class A return before taxes (1.04%) 3.66% 4.41%
-------------------------------------------------------- -------- -------- -----------
Class A return after taxes on distributions (2.50%) 1.96% 2.24%
-------------------------------------------------------- -------- -------- -----------
Class A return after taxes on distributions and sale (0.69%) 2.10% 2.39%
of Fund shares
-------------------------------------------------------- -------- -------- -----------
Class B return before taxes* (1.05%) 3.36% 4.26%
-------------------------------------------------------- -------- -------- -----------
Class C return before taxes* (0.08%) 3.36% 3.82%
-------------------------------------------------------- -------- -------- -----------
Class R return before taxes 1.34% N/A% 1.24%
-------------------------------------------------------- -------- -------- -----------
Merrill Lynch 1-3 Year U.S. Treasury Index 1.67% 3.67% 4.79%
(reflects no deduction for fees, expenses or
taxes)
-------------------------------------------------------- -------- -------- -----------
The Fund's returns above are compared to the performance of the Merrill Lynch
1-3 Year U.S. Treasury Index. You should remember that, unlike the Fund, the
index is unmanaged and does not reflect the actual costs of operating a mutual
fund, such as the costs of buying, selling and holding securities. Maximum sales
charges are included in the Fund returns shown above.
After-tax performance is presented only for Class A shares of the Fund. The
after-tax returns for other Fund classes may vary. Actual after-tax returns
depend on the investor's individual tax situation and may differ from the
returns shown. After-tax returns are not relevant for shares held in
tax-deferred investment vehicles such as employer-sponsored 401(k) plans and
individual retirement accounts. The after-tax returns shown are calculated using
the highest individual federal marginal income tax rates in effect during the
Fund's lifetime and do not reflect the impact of state and local taxes. The
after-tax rate used is based on the current tax characterization of the elements
of the Fund's returns (e.g., qualified vs. non-qualified dividends) and may be
different than the final tax characterization of such elements. Past
performance, both before and after taxes, is not a guarantee of future results.
* Total returns assume redemption of shares at end of period. Lifetime
returns for Class B shares reflect conversion to Class A shares after 5
years. If shares were not redeemed, the returns for Class B would be 0.90%,
3.36% and 4.26% for the one-year, five-year and ten-year periods,
respectively. If shares were not redeemed, the returns for Class C would be
0.90%, 3.36% and 3.82% for the one-year, five-year and ten-year periods,
respectively.
** Lifetime returns are shown if the Fund or Class existed for less than 10
years. The inception date for the Class R shares of the Fund was June 2,
2003. The Merrill Lynch 1-3 Year U.S. Treasury Index returns shown are for
the ten-year period. The Merrill Lynch 1-3 year U.S. Treasury Index reports
returns on a monthly basis. The index returns for the Class R lifetime
period was 1.26%. The index return for Class R
4
lifetime reflects the return from June 30, 2003 through December 31, 2005.
5
What are the Fund's fees and expenses?
----------------------------- ---------------------------------- -------- -------- -------- --------
Sales charges are fees CLASS A B C R
paid directly from your ----------------------------------- ------- -------- -------- --------
investments when you buy Maximum sales charge (load) 2.75% none none none
or sell shares of the imposed on purchases as a
Fund. You do not pay sales percentage of offering price
charges when you buy or ----------------------------------- ------- -------- -------- --------
sell Class R shares. Maximum contingent deferred sales none(1) 2.00%(2) 1.00%(3) none
charge (load) as a percentage of
original purchase price or
redemption price, whichever is
lower
----------------------------------- ------- -------- -------- --------
Maximum sales charge (load) none none none none
imposed on reinvested dividends
----------------------------------- ------- -------- -------- --------
Redemption fees none none none none
----------------------------------- ------- -------- -------- --------
Exchange fees none none none none
----------------------------- ----------------------------------- ------- -------- -------- --------
----------------------------- ----------------------------------- ------- -------- -------- --------
Annual fund operating Management fees 0.50% 0.50% 0.50% 0.50%
expenses are deducted from ----------------------------------- ------- -------- -------- --------
the Fund's assets. Distribution and service (12b-1) 0.30%(4) 1.00% 1.00% 0.60%(4)
fees
----------------------------------- ------- -------- -------- --------
Other expenses(5) 0.30% 0.30% 0.30% 0.30%
----------------------------- ----------------------------------------
Total operating expenses 1.10% 1.80% 1.80% 1.40%
----------------------------------- ------- -------- -------- --------
Fee waivers and (0.30%) (0.15%) (0.15%) (0.25%)
payments(6)
----------------------------------- ------- -------- -------- --------
Net expenses 0.80% 1.65% 1.65% 1.15%
----------------------------- ----------------------------------- ------- -------- -------- --------
This example is intended to CLASS(7) A B(8) B(8) C C R
help you compare the cost (if redeemed) (if redeemed)
of investing in the Fund to -------- ------- ------- ------- ------- ------- -------
the cost of investing in 1 year $354 $168 $368 $168 $268 $117
other mutual funds with -------- ------- ------- ------- ------- ------- -------
similar investment 3 years $586 $552 $652 $552 $552 $4
objectives. We show the -------- ------- ------- ------- ------- ------- -------
cumulative amount of Fund 5 years $836 $961 $961 $961 $961 $742
expenses on a hypothetical -------- ------- ------- ------- ------- ------- -------
investment of $10,000 with 10 years $1,552 $1,671 $1,671 $2,104 $2,104 $1,658
an annual 5% return over -------- ------- ------- ------- ------- ------- -------
the time shown.(7) This
example reflects the net
operating expenses with
expense waivers for the
one-year contractual period
and the total operating
expenses without expense
waivers for years two
through 10. This is an
example only, and does not
represent future expenses,
which may be greater or
less than those shown here.
----------------------------- -------- ------- ------- ------- ------- ------- -------
(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial advisor who is
paid a commission, a contingent deferred sales charge will apply to
redemptions made within two years of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the Prospectus if they are
available.
(2) If you redeem Class B shares during the first year after you buy them, you
will pay a contingent deferred sales charge of 2.00%, which declines to
1.00% during the second and third years and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1.00%
contingent deferred sales charge.
6
(4) The Fund's Distributor has contracted to limit the Class A and Class R
shares' 12b-1 fees through April 30, 2007 to no more than 0.15% and 0.50%,
respectively, of average daily net assets.
(5) "Other expenses" have been restated to reflect an expected decrease during
the current fiscal year because the Fund is not expected to convene a
shareholders' meeting and issue a proxy statement during the current fiscal
year.
(6) The investment manager has contracted to waive fees and pay expenses
through April 30, 2007 in order to prevent total operating expenses
(excluding any 12b-1 fees, taxes, interest, brokerage fees, extraordinary
expenses and certain insurance costs) from exceeding 0.65% of average daily
net assets.
(7) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here.
(8) The Class B example reflects the conversion of Class B shares to Class A
shares after five years. Information for years six through 10 reflects
expenses of the Class A shares.
7
How we manage the Fund
Our investment strategies
We analyze economic and market conditions, seeking to identify the securities or
market sectors that we believe are the best investments for the Fund. Following
are descriptions of how the portfolio management team pursues the Fund's
investment goals.
We take a disciplined approach to investing, combining investment strategies and
risk management techniques that can help shareholders meet their goals.
We invest primarily in short- and intermediate-term fixed income securities including:
o securities issued or guaranteed by the U.S. government, such as U.S.
Treasuries; and
o securities issued by U.S. government agencies or instrumentalities, such as
securities of the Government National Mortgage Association.
We may invest in instruments that use these government securities as collateral.
We may invest up to 20% of the Fund's net assets in corporate notes and bonds,
certificates of deposit and obligations of both U.S. and foreign banks,
commercial paper, certain asset-backed securities and non-agency mortgage-backed
securities.
The Fund's level of income and the stability of its share price will be directly
affected by changes in short- and intermediate-term interest rates. We
anticipate that the level of income could be higher than a money market fund.
However, the Fund's share price will increase and decrease with changes in
interest rates. This makes its risk level greater than that of a money market
fund.
We strive to reduce the effects of interest rate changes on the share price by
maintaining an average effective duration of two to three years. The average
effective duration is determined by averaging the individual effective duration
of all securities in the portfolio. If we believe that interest rates are
historically low, we may shorten the average effective duration to two years.
Conversely, if we believe rates are high and therefore likely to go lower, we
may increase average effective duration to as high as three years.
The Fund's investment objectives are non-fundamental. This means that the Board
of Trustees may change the Fund's objectives without obtaining shareholder
approval. If the objectives were changed, we would notify shareholders before
the change in the objectives became effective.
8
The securities we typically invest in
Fixed-income securities offer the potential for greater income payments than
stocks, and also may provide capital appreciation.
--------------------------------------- ----------------------------------
Securities How we use them
--------------------------------------- ----------------------------------
Direct U.S. Treasury obligations We may invest without limit in
include Treasury bills, notes and U.S. Treasury securities,
bonds of varying maturities. U.S. although they are typically
Treasury securities are backed by the not our largest holding
"full faith and credit" of the United because they generally do not
States. offer as high a level of
current income as other
fixed-income securities.
--------------------------------------- ----------------------------------
Mortgage-backed securities: There is no limit on
Fixed-income securities that government-related
represent pools of mortgages, with mortgage-backed securities.
investors receiving principal and
interest payments as the underlying We may invest up to 35% of the
mortgage loans are paid back. Many Fund's net assets in
are issued and guaranteed against mortgage-backed securities
default by the U.S. government or its issued by private entities if at
agencies or instrumentalities, such the time they are issued they
as the Federal Home Loan Mortgage are 100% collateralized by
Corporation, Fannie Mae and the securities or certificates
Government National Mortgage issued or guaranteed by the U.S.
Association. Others are issued by government, its agencies or
private financial institutions, with instrumentalities. These
some fully collateralized by securities must be rated in one
certificates issued or guaranteed by of the two highest categories by
the government or its agencies or a nationally recognized
instrumentalities. statistical ratings organization
(NRSRO) at the time of purchase.
The Fund may also invest in
mortgage-backed securities that
are secured by the underlying
collateral of the private
issuer. Such securities are not
government securities and are
not directly guaranteed by the
U.S. government in any way.
These include collateralized
mortgage obligations (CMOs),
real estate mortgage investment
conduits (REMICs) and commercial
mortgage-backed securities
(CMBSs). We may invest in
these securities only if they
are rated in the highest quality
category, such as AAA, by an
NRSRO. However, we may not
invest more than 20% of the
Fund's net assets in securities
that are not government
securities or are not
collateralized by government
securities.
--------------------------------------- ----------------------------------
Asset-backed securities: Bonds or We may invest only in
notes backed by accounts receivable asset-backed securities rated in
including home equity, automobile or the highest quality category,
credit loans. such as AAA, by an NRSRO.
However, we may not invest more
than 20% of the Fund's net
assets in securities (including
these asset-backed securities)
that are not government
securities or do not use
government securities as
collateral.
--------------------------------------- ----------------------------------
Repurchase agreements: An agreement Typically, the Fund uses
between a buyer of securities, such repurchase agreements as a
as the Fund, and a seller of short-term investment for its
securities, in which the seller cash position. In order to enter
agrees to buy the securities back into these repurchase
within a specified time at the same agreements, the Fund must have
price the buyer paid for them, plus collateral of at least 102% of
an amount equal to an agreed upon the repurchase price. The Fund
interest rate. Repurchase agreements will only enter into repurchase
are often viewed as equivalent to agreements in which the
cash. collateral is comprised of U.S.
government securities.
--------------------------------------- ----------------------------------
9
--------------------------------------- ----------------------------------
Securities How we use them
--------------------------------------- ----------------------------------
Options and futures: Options At times when we anticipate
represent a right to buy or sell a adverse conditions, we may want
security or a group of securities at to protect gains on securities
an agreed upon price at a future without actually selling them.
date. The purchaser of an option may We might use options or futures
or may not choose to go through with to neutralize the effect of any
the transaction. The seller of an price declines, without selling
option, however, must go through with a bond or bonds, or as a hedge
the transaction if its purchaser against changes in interest
exercises the option. rates. We may also sell an
option contract (often referred
Futures contracts are agreements for to as "writing" an option) to
the purchase or sale of a security or earn additional income for the
a group of securities at a specified Fund.
price, on a specified date. Unlike
purchasing an option, a futures Use of these strategies can
contract must be executed unless it increase the operating costs of
is sold before the settlement date. the Fund and can lead to loss of
principal.
Certain options and futures may be
considered to be derivative
securities.
--------------------------------------- ----------------------------------
Restricted securities: Privately The Fund may invest in privately
placed securities whose resale is placed securities, including
restricted under U.S. securities laws. those that are eligible for
resale only among certain
institutional buyers without
registration, commonly known as
"Rule 144A Securities."
Restricted securities that are
determined to be illiquid may
not exceed the Fund's 10% limit
on illiquid securities, which is
described below.
--------------------------------------- ----------------------------------
Illiquid securities: Securities that The Fund may invest up to 10% of
do not have a ready market and cannot its net assets in illiquid
be easily sold within seven days at securities.
approximately the price at which a
fund has valued them.
--------------------------------------- ----------------------------------
Interest rate swap, index swap and We may use interest rate swaps
credit default swap agreements: In an to adjust the Fund's sensitivity
interest rate swap, a fund receives to interest rates or to hedge
payments from another party based on against changes in interest
a variable or floating interest rate, rates. Index swaps may be used
in return for making payments based to gain exposure to markets that
on a fixed interest rate. An interest the Fund invests in, such as the
rate swap can also work in reverse corporate bond market. We may
with a fund receiving payments based also use index swaps as a
on a fixed interest rate and making substitute for futures or
payments based on a variable or options contracts if such
floating interest rate. In an index contracts are not directly
swap, a fund receives gains or incurs available to the Fund on
losses based on the total return of a favorable terms. We may enter
specified index, in exchange for into credit default swaps in
making interest payments to another order to hedge against a credit
party. An index swap can also work event, to enhance total return
in reverse with a fund receiving or to gain exposure to certain
interest payments from another party securities or markets.
in exchange for movements in the
total return of a specified index.
In a credit default swap, a fund may
transfer the financial risk of a
credit event occurring (a bond
default, bankruptcy, restructuring,
etc.) on a particular security or
basket of securities to another party
by paying that party a periodic
premium; likewise, a fund may assume
the financial risk of a credit event
occurring on a particular security or
basket of securities in exchange for
receiving premium payments from
another party. Interest rate swaps,
index swaps and credit default swaps
may be considered to be illiquid.
--------------------------------------- ----------------------------------
The Fund may also invest in other securities, including certificates of deposit
and obligations of both U.S. and foreign banks; and corporate debt and
commercial paper. Please see the Statement of Additional Information (SAI) for
additional descriptions of these securities as well as those listed in the table
above.
10
Borrowing from banks
The Fund may borrow money from banks as a temporary measure for extraordinary or
emergency purposes or to facilitate redemptions. The Fund will be required to
pay interest to the lending banks on the amounts borrowed. As a result,
borrowing money could result in the Fund being unable to meet its investment
objectives. The Fund will not borrow money in excess of one-third of the value
of its net assets.
Lending securities
The Fund may lend up to 25% of its assets to qualified brokers, dealers and
institutional investors for their use in securities transactions. Borrowers of
the Fund's securities must provide collateral to the Fund and adjust the amount
of collateral each day to reflect changes in the value of the loaned securities.
These transactions may generate additional income for the Fund.
Purchasing securities on a when-issued or delayed delivery basis
The Fund may buy or sell securities on a when-issued or delayed delivery basis;
that is, paying for securities before delivery or taking delivery at a later
date. The Fund will designate cash or securities in amounts sufficient to cover
its obligations, and will value the designated assets daily.
Portfolio turnover
We anticipate that the Fund's annual portfolio turnover may be greater than
100%. A turnover rate of 100% would occur if, for example, the Fund bought and
sold all of the securities in its portfolio once in the course of a year or
frequently traded a single security. A high rate of portfolio turnover in any
year may increase brokerage commissions paid and could generate taxes for
shareholders on realized investment gains.
11
The risks of investing in the Fund
Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
part or all of the money you invest. Before you invest in the Fund, you should
carefully evaluate the risks. Because of the nature of the Fund, you should
consider your investment to be a long-term investment that typically provides
the best results when held for a number of years. The table below describes the
chief risks you assume when investing in the Fund. Please see the SAI for a
further discussion of these risks and other risks not discussed here.
--------------------------------------- ----------------------------------
Risks How we strive to manage them
--------------------------------------- ----------------------------------
Interest rate risk is the risk that Interest rate risk is the most
securities will decrease in value if significant risk for this Fund.
interest rates rise. The risk is In striving to manage this risk,
greater for bonds with longer we monitor economic conditions
maturities than for those with and the interest rate
shorter maturities. environment. We keep the
average maturity of the
Swaps may be particularly sensitive portfolio as short as is
to interest rate changes. Depending prudent, in keeping with the
on the actual movements of interest Fund's objective to provide high
rates and how well the portfolio current income.
manager anticipates them, a fund
could experience a higher or lower We will not invest in swaps with
return than anticipated. maturities of more than two
years. Each business day we
will calculate the amount the
Fund must pay for swaps it holds
and will segregate enough cash
or other liquid securities to
cover that amount.
--------------------------------------- ----------------------------------
Market risk is the risk that all or a We maintain a long-term
majority of the securities in a investment approach and focus on
certain market-- like the stock or high-quality individual bonds
bond market-- will decline in value that we believe can provide a
because of factors such as economic steady stream of income
conditions, future expectations or regardless of interim
investor confidence. fluctuations in the bond
market. We generally do not buy
Index swaps are subject to the same and sell securities for
market risks as the investment market short-term purposes.
or sector that the index represents.
Depending on the actual movements of In evaluating the use of an
the index and how well the portfolio index swap, we carefully
manager forecasts those movements, a consider how market changes
fund could experience a higher or could affect the swap and how
lower return than anticipated. that compares investing directly
in the market the swap is
intended to represent.
--------------------------------------- ----------------------------------
Industry and security risk: Industry For non-government securities,
risk is the risk that the value of we limit the amount of the
securities in a particular industry Fund's assets invested in any
will decline because of changing one industry and in any
expectations for the performance of individual security or issuer.
that industry. Securities risk is We also follow a rigorous
the risk that the value of an selection process when choosing
individual stock or bond will decline securities for the portfolio.
because of changing expectations for
the performance of the individual
company issuing the stock or bond.
--------------------------------------- ----------------------------------
Credit risk is the possibility that a By focusing primarily on U.S.
bond's issuer (or an entity that Treasury securities and other
insures the bond) will be unable to securities that are backed by
make timely payments of interest and the U.S. government, we minimize
principal. the possibility that any of the
securities in our portfolio will
not pay interest or principal.
U.S. government securities are
generally considered to be of
the highest quality.
When selecting non-government
securities and the dealers with
whom we execute interest rate
swaps, we focus on those with
high-quality ratings and do
careful credit analysis before
investing.
--------------------------------------- ----------------------------------
Prepayment risk: The risk that We take into consideration the
homeowners will prepay mortgages likelihood of prepayment when we
during periods of low interest rates, select mortgages. We may look
forcing a fund to reinvest its money for mortgage securities that
at interest rates that might be lower have characteristics that make
than those on the prepaid mortgage. them less likely to be prepaid,
Prepayment risk may also affect other such as low outstanding loan
types of debt securities, but balances or below-market
generally to a lesser extent than interest rates.
mortgage securities.
--------------------------------------- ----------------------------------
12
--------------------------------------- ----------------------------------
Risks How we strive to manage them
--------------------------------------- ----------------------------------
Liquidity risk is the possibility U.S. Treasuries and other U.S.
that securities cannot be readily government debt securities are
sold within seven days at typically the most liquid
approximately the price at which a securities available. Therefore,
fund values them. liquidity risk is not a
significant risk for this Fund.
Swap agreements will be treated
as illiquid securities, but most
swap dealers will be willing to
repurchase interest rate swaps
within seven days.
We limit exposure to illiquid
securities to no more than 10%
of the Fund's net assets.
--------------------------------------- ----------------------------------
Derivatives risk is the possibility We will use derivatives for
that a fund may experience a defensive purposes, such as to
significant loss if it employs a protect gains or hedge against
derivatives strategy (including a potential losses in the
strategy involving swaps such as portfolio without actually
interest rate swaps, index swaps and selling a security, to
credit default swaps) related to a neutralize the impact of
security or a securities index and interest rate changes, to affect
that security or index moves in the diversification or to earn
opposite direction from what the additional income.
portfolio management team had
anticipated. Another risk of
derivative transactions is the
creditworthiness of the counterparty
because the transaction depends on
the willingness and ability of the
counterparty to fulfill its
contractual obligations. Derivatives
also involve additional expenses,
which could reduce any benefit or
increase any loss to a fund from
using the strategy.
--------------------------------------- ----------------------------------
Disclosure of portfolio holdings information
A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
13
Who manages the Fund
Investment manager
The Fund is managed by Delaware Management Company (the "Manager"), a series of
Delaware Management Business Trust, which is an indirect subsidiary of Delaware
Management Holdings, Inc. The Manager makes investment decisions for the Fund,
manages the Fund's business affairs and provides daily administrative services.
For its services to the Fund, the Manager was paid an aggregate fee of 0.35% of
average daily net assets for the last fiscal year, after giving effect to
waivers by the Manager.
A discussion of the basis for the Board of Trustees' approval of the Fund's
investment advisory contract is available in the Fund's semiannual report to
shareholders for the period ended June 30, 2005.
Portfolio managers
Stephen R. Cianci and Paul Grillo have day-to-day responsibilities for making
investment decisions for the Fund.
Stephen R. Cianci, Senior Vice President/Senior Portfolio Manager, holds a BS
and an MBA in Finance from Widener University. Mr. Cianci became co-manager of
the Fund in January 1999. He joined the Manager's fixed-income department in
1992 as an investment grade quantitative research analyst. In addition to his
quantitative research responsibilities, Mr. Cianci also served as a
mortgage-backed and asset-backed securities analyst. Mr. Cianci is an Adjunct
Professor of Finance at Widener University and is a CFA charterholder.
Paul Grillo, Senior Vice President/Senior Portfolio Manager, holds a bachelor's
degree in Business Management from North Carolina State University and an MBA in
Finance from Pace University. Mr. Grillo became co-manager of the Fund in
January 1999. Prior to joining the Manager in 1993, he served as Mortgage
Strategist and Trader at the Dreyfus Corporation. He also served as Mortgage
Strategist and Portfolio Manager at Chemical Investment Group and as Financial
Analyst at Chemical Bank. Mr. Grillo is a CFA charterholder.
The SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio managers and the portfolio
managers' ownership of Fund shares.
14
Who's who?
This diagram shows the various organizations involved with managing,
administering and servicing the Delaware Investments(R) Funds.
[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED WITH
MANAGING, ADMINISTERING AND SERVICING THE DELAWARE INVESTMENTS FUNDS]
Board of Trustees
Custodian
Investment Manager JPMorgan Chase Bank
Delaware Management Company 4 Chase Metrotech Center
2005 Market Street The Funds Brooklyn, NY 11245
Philadelphia, PA 19103-7094
Service agent
Distributor Delaware Service Company, Inc.
Delaware Distributors, L.P. 2005 Market Street
2005 Market Street Philadelphia, PA 19103-7094
Philadelphia, PA 19103-7094
Financial intermediary wholesaler
Portfolio managers Lincoln Financial Distributors,
(see page 14 for details) Inc.
2001 Market Street
Philadelphia, PA 19103-7055
Financial advisors
Shareholders
Board of Trustees A mutual fund is governed by a board of trustees which has
oversight responsibility for the management of the fund's business affairs.
Trustees establish procedures and oversee and review the performance of the
investment manager, the distributor and others that perform services for the
fund. Generally, at least 40% of the board of trustees must be independent of a
fund's investment manager and distributor. However, the Fund relies on certain
exemptive rules adopted by the SEC that require its Board of Trustees to be
comprised of a majority of such independent Trustees. These independent
Trustees, in particular, are advocates for shareholder interests.
Investment manager An investment manager is a company responsible for selecting
portfolio investments consistent with the objective and policies stated in the
mutual fund's prospectus. The investment manager places portfolio orders with
broker/dealers and is responsible for obtaining the best overall execution of
those orders. A written contract between a mutual fund and its investment
manager specifies the services the manager performs. Most management contracts
provide for the manager to receive an annual fee based on a percentage of the
fund's average daily net assets. The manager is subject to numerous legal
restrictions, especially regarding transactions between itself and the funds it
advises.
Portfolio managers Portfolio managers are employed by the investment manager to
make investment decisions for individual portfolios on a day-to-day basis.
Custodian Mutual funds are legally required to protect their portfolio
securities and most funds place them with a qualified bank custodian who
segregates fund securities from other bank assets.
Distributor Most mutual funds continuously offer new shares to the public
through distributors who are regulated as broker/dealers and are subject to NASD
rules governing mutual fund sales practices.
Financial intermediary wholesaler Pursuant to a contractual arrangement with
Delaware Distributors, L.P., Lincoln Financial Distributors, Inc. (LFD) is
primarily responsible for promoting the sale of fund shares through
broker/dealers, financial advisors and other financial intermediaries.
15
Service agent Mutual fund companies employ service agents (sometimes called
transfer agents) to maintain records of shareholder accounts, calculate and
disburse dividends and capital gains and prepare and mail shareholder statements
and tax information, among other functions. Many service agents also provide
customer service to shareholders.
Financial advisors Financial advisors provide advice to their clients, analyzing
their financial objectives and recommending appropriate funds or other
investments. Financial advisors are associated with securities broker/dealers
who have entered into selling and/or service arrangements with the distributor.
Selling broker/dealers and financial advisors are compensated for their
services, generally through sales commissions, and through 12b-1 fees and/or
service fees deducted from the fund's assets.
Shareholders Like shareholders of other companies, mutual fund shareholders have
specific voting rights. Material changes in the terms of a fund's management
contract must be approved by a shareholder vote, and funds seeking to change
fundamental investment policies must also seek shareholder approval.
16
About your account
Investing in the Fund
You can choose from a number of share classes for the Fund. Because each share
class has a different combination of sales charges, fees and other features, you
should consult your financial advisor to determine which class best suits your
investment goals and time frame.
Choosing a share class
CLASS A
o Class A shares have an up-front sales charge of up to 2.75% that you pay
when you buy the shares.
o If you invest $100,000 or more, your front-end sales charge will be
reduced.
o You may qualify for other reductions in sales charges, and, under certain
circumstances, the sales charge may be waived; as described in "How to
reduce your sales charge," below.
o Class A shares are also subject to an annual 12b-1 fee no greater than
0.30% (currently limited to 0.15%) of average daily net assets, which is
lower than the 12b-1 fee for Class B, Class C and Class R shares. See
"Dealer compensation" below for further information.
o Class A shares generally are not subject to a contingent deferred sales
charge except in the limited circumstances described in the table below.
o Class A shares generally are not available for purchase by anyone qualified
to purchase Class R shares, except as described below.
17
Class A sales charges
The table below details your sales charges on purchases of Class A shares. The
offering price for Class A shares includes the front-end sales charge. The sales
charge as a percentage of the net amount invested is the maximum percentage of
the amount invested rounded to the nearest hundredth. The actual sales charge
that you pay as a percentage of the offering price and as a percentage of the
net amount invested will vary depending on the then-current net asset value, the
percentage rate of sales charge and rounding.
----------------------------- ----------------------------------- -------------------------------
Sales charge as % of net amount
Amount of purchase Sales charge as % of offering price invested
--------------------------------------------------------------------------------------------------
Less than $100,000 2.75% 3.23%
--------------------------------------------------------------------------------------------------
$100,000 but under $250,000 2.00% 2.44%
--------------------------------------------------------------------------------------------------
$250,000 but under $1 million 1.00% 1.34%-
--------------------------------------------------------------------------------------------------
$1 million or more None (Limited CDSC may apply)* None (Limited CDSC may apply)*
--------------------------------------------------------------------------------------------------
* There is no front-end sales charge when you purchase $1 million or more of
Class A shares. However, if the Fund's Distributor paid your financial advisor a
commission on your purchase of $1 million or more of Class A shares, you will
have to pay a limited contingent deferred sales charge (Limited CDSC) of 0.75%
if you redeem these shares within the first year, unless a specific waiver of
the charge applies. The Limited CDSC will be paid to the Distributor and will be
assessed on an amount equal to the lesser of: (1) the net asset value at the
time of purchase of the Class A shares being redeemed; or (2) the net asset
value of such Class A shares at the time of redemption. For purposes of this
formula, the "net asset value at the time of purchase" will be the net asset
value at purchase of the Class A shares even if those shares are later exchanged
for shares of another Delaware Investments(R)Fund and, in the event of an
exchange of Class A shares, the "net asset value of such shares at the time of
redemption" will be the net asset value of the shares acquired in the exchange.
In determining whether a Limited CDSC is payable, it will be assumed that shares
not subject to the Limited CDSC are the first redeemed followed by other shares
held for the longest period of time. See "Dealer compensation" below for a
description of the dealer commission that is paid.
18
CLASS B
o Class B shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge if you redeem your shares within three years after
you buy them.
o If you redeem Class B shares during the first year after you buy them, the
shares will be subject to a contingent deferred sales charge of 2.00%. The
contingent deferred sales charge is 1.00% during the second and third years
and 0% thereafter.
o In determining whether the contingent deferred sales charge applies to a
redemption of Class B Shares, it will be assumed that shares held for more
than three years are redeemed first, followed by shares acquired through
the reinvestment of dividends or distributions, and finally by shares held
longest during the three-year period. For further information on how the
contingent deferred sales charge is determined, please see "Calculation of
Contingent Deferred Sales Charges-- Class B and Class C" below.
o Under certain circumstances the contingent deferred sales charge may be
waived; please see "Waivers of Contingent Deferred Sales Charges" below for
further information.
o For approximately five years after you buy your Class B shares, they are
subject to annual 12b-1 fees no greater than 1.00% of average daily net
assets (of which 0.25% are service fees) paid to the Distributor, dealers
or others for providing services and maintaining shareholder accounts.
o Because of the higher 12b-1 fees, Class B shares have higher expenses and
any dividends paid on these shares are generally lower than dividends on
Class A and Class R shares.
o Approximately five years after you buy them, Class B shares automatically
convert into Class A shares with a 12b-1 fee of no more than 0.30%.
Conversion may occur as late as three months after the fifth anniversary of
purchase, during which time Class B's higher 12b-1 fees apply.
o You may purchase only up to $100,000 of Class B shares at any one time. The
limitation on maximum purchases varies for retirement plans.
CLASS C
o Class C shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge of 1.00% if you redeem your shares within 12 months
after you buy them.
o In determining whether the contingent deferred sales charge applies to a
redemption of Class C shares, it will be assumed that shares held for more
than 12 months are redeemed first followed by shares acquired through the
reinvestment of dividends or distributions, and finally by shares held for
12 months or less. For further information on how the contingent deferred
sales charge is determined, please see "Calculation of Contingent Deferred
Sales Charges - Class B and Class C" below.
o Under certain circumstances the contingent deferred sales charge may be
waived; please see "Waivers of Contingent Deferred Sales Charges" below for
further information.
o Class C shares are subject to an annual 12b-1 fee no greater than 1.00% of
average daily net assets, (of which 0.25% are service fees) paid to the
Distributor, dealers or others for providing services and maintaining
shareholder accounts.
o Because of the higher 12b-1 fees, Class C shares have higher expenses and
any dividends paid on these shares are generally lower than dividends on
Class A and Class R shares.
o Unlike Class B shares, Class C shares do not automatically convert into
another class.
o You may purchase any amount less than $1,000,000 of Class C shares at any
one time. The limitation on maximum purchases varies for retirement plans.
19
CLASS R
o Class R shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. Class R shares are not subject to a
contingent deferred sales charge.
o Class R shares are subject to an annual 12b-1 fee no greater than 0.60%
(currently limited to 0.50%) of average daily net assets, which is lower
than the 12b-1 fee for Class B and Class C shares.
o Because of the higher 12b-1 fee, Class R shares have higher expenses and
any dividends paid on these shares are generally lower than dividends on
Class A shares.
o Unlike Class B shares, Class R shares do not automatically convert into
another class.
o Class R shares generally are available only to: (i) qualified and
non-qualified plan shareholders covering multiple employees (including
401(k), 401(a), 457 and non-custodial 403(b) plans, as well as other
non-qualified deferred compensation plans) with assets at the time shares
are considered for purchase of $10 million or less; and (ii) to IRA
rollovers from plans maintained on the Delaware Investments(R)retirement
recordkeeping system or BISYS's retirement recordkeeping system that are
offering Class R shares to participants.
Except as noted above, no other IRA accounts are eligible for Class R shares
(e.g., no SIMPLE IRA's, SEP/IRA's, SAR/SEP IRA's, Roth IRA's, etc.). For
purposes of determining plan asset levels, affiliated plans may be combined at
the request of the plan sponsor.
Any account holding Class A shares as of June 2, 2003 (the date Class R shares
were made available) continues to be eligible to purchase Class A shares after
that date. Any account holding Class R shares is not eligible to purchase Class
A shares.
Each share class may be eligible for purchase through programs sponsored by
financial intermediaries that require the purchase of a specific class of
shares.
Each share class of the Fund has adopted a separate 12b-1 plan that allows it to
pay distribution fees for the sale and distribution of its shares. Because these
fees are paid out of the Fund's assets on an ongoing basis, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges.
Calculation of Contingent Deferred Sales Charges - Class B and Class C
Contingent deferred sales charges are charged as a percentage of the dollar
amount subject to the contingent deferred sales charge. The charge will be
assessed on an amount equal to the lesser of the net asset value at the time of
the shares being redeemed or the net asset value of those shares at the time of
redemption. No contingent deferred sales charge will be imposed on increases in
net asset value above the initial purchase price, nor will a contingent deferred
sales charge be assessed on redemptions of shares acquired through reinvestment
of dividends or capital gains distributions. For purposes of this formula, the
"net asset value at the time of purchase" will be the net asset value at
purchase of Class B Shares or Class C Shares of a Fund, even if those shares are
later exchanged for shares of another Delaware Investments(R)Fund. In the event
of an exchange of the shares, the "net asset value of such shares at the time of
redemption" will be the net asset value of the shares that were acquired in the
exchange.
Dealer compensation
The financial advisor that sells you shares of the Fund may be eligible to
receive the following amounts as compensation for your investment in the Fund.
These amounts are paid by the Distributor to the securities dealer with whom
your financial advisor is associated.
------------------------- ---------- ---------- ---------- ----------
Class A(1) Class B(2) Class C(3) Class R(4)
------------------------- ---------- ---------- ---------- ----------
Commission (%) - 2.00% 1.00% -
------------------------- ---------- ---------- ---------- ----------
Investment less than 2.35% - - -
$100,000
------------------------- ---------- ---------- ---------- ----------
$100,000 but less than 1.75% - - -
$250,000
------------------------- ---------- ---------- ---------- ----------
20
------------------------- ---------- ---------- ---------- ----------
$250,000 but less than 0.75% - - -
$1,000,000
------------------------- ---------- ---------- ---------- ----------
$1,000,000 but less than 0.75% - - -
$5,000,000
------------------------- ---------- ---------- ---------- ----------
$5,000,000 but less than 0.50% - - -
$25,000,000
------------------------- ---------- ---------- ---------- ----------
$25,000,000 or more 0.25% - - -
------------------------- ---------- ---------- ---------- ----------
12b-1 Fee to Dealer 0.30% 0.15% 1.00% 0.60%
------------------------- ---------- ---------- ---------- ----------
(1) On sales of Class A shares, the Distributor re-allows to your securities
dealer a portion of the front-end sales charge depending upon the amount
you invested. The maximum 12b-1 fee applicable to Class A shares is 0.30%
of average daily net assets. However, the Distributor has contracted to
limit this amount to 0.15% through April 30, 2007. Your securities dealer
is eligible to receive the maximum annual 12b-1 fee applicable to Class A
shares of up to 0.30% of average daily net assets, although this rate is
currently 0.15%.
(2) On sales of Class B shares, the Distributor pays your securities dealer an
up-front commission of 2.00%. After approximately eight years, Class B
shares automatically convert into Class A shares and dealers may then be
eligible to receive the 0.30% 12b-1 fee applicable to Class A.
(3) On sales of Class C shares, the Distributor pays your securities dealer an
up-front commission of 1.00%. The up-front commission includes an advance
of the first year's 12b-1 service fee of up to 0.25%. During the first 12
months, the Distributor retains the full 1.00% 12b-1 fee to partially
offset the up-front commission and the prepaid 0.25% service fee advanced
at the time of purchase. Starting in the 13th month, your securities dealer
may be eligible to receive the full 1.00% 12b-1 fee applicable to Class C.
(4) On sales of Class R shares, the Distributor does not pay your securities
dealer an up-front commission. The maximum 12b-1 fee applicable to Class R
shares is 0.60% of average daily net assets. However, the Distributor has
contracted to limit this amount to 0.50% through April 30, 2007. Your
securities dealer may be eligible to receive a 12b-1 fee of up to 0.60%
from the date of purchase, although this rate is currently 0.50%.
21
How to reduce your sales charge
We offer a number of ways to reduce or eliminate the sales charge on shares.
Please refer to the SAI for detailed information and eligibility requirements.
You can also get additional information from your financial advisor. You or your
financial advisor must notify us at the time you purchase shares if you are
eligible for any of these programs. You may also need to provide information to
your financial advisor or the Fund in order to qualify for a reduction in sales
charges. Such information may include your Delaware Investments(R)Funds holdings
in any other account, including retirement accounts held indirectly or through
an intermediary and the names of qualifying family members and their holdings.
Class R shares have no sales charge. We reserve the right to determine whether
any purchase is entitled, by virtue of the foregoing, to the reduced sales
charge.
----------------- ------------------------ -----------------------------------------------
Program How it works Share class
A B C
----------------- --------------------- -------------- ------------------------------- ----------
Letter of Intent Through a Letter of X Although the Letter of Intent and Rights
Intent you agree to of Accumulation do not apply to the purchase
invest a certain of Class B and Class C shares, you can combine
amount in Delaware your purchase of Class A shares with your
Investments(R)Funds purchase of Class B and Class C shares to
(except money market fulfill your Letter of Intent or qualify
funds with no sales for Rights of Accumulation.
charge) over a
13-month period to
qualify for reduced
front-end sales
charges.
----------------- --------------------- --------------
Rights of You can combine your X
Accumulation holdings or
purchases of all
Delaware
Investments(R)Funds
(except money market
funds with no sales
charge) as well as
the holdings and
purchases of your
spouse and children
under 21 to qualify
for reduced
front-end sales
charges.
----------------- --------------------- -------------- ------------------------------- ----------
Reinvestment of Up to 12 months For Class A, For Class B, your account Not
Redeemed Shares after you redeem you will not will be credited with the available.
shares, you can have to pay contingent deferred sales
reinvest the an additional charge you previously paid
proceeds without front-end on the amount you are
paying a sales sales charge. reinvesting. Your schedule
charge as noted to for contingent deferred
the right. sales charges and conversion
to Class A will not start
over again; it will pick up
from the point at which you
redeemed your shares.
----------------- --------------------- -------------- ------------------------------- ----------
SIMPLE/IRA, These investment X There is no reduction in sales charges for
SEP/IRA, SAR/SEP, plans may qualify Class B or Class C shares for group purchases
Profit Sharing, for reduced sales by retirement plans.
Pension, 401(k), charges by combining
SIMPLE 401(k), the purchases of all
403(b)(7), and members of the
457 Retirement group. Members of
Plans these groups may
also qualify to
purchase shares
without a front-end
sales charge and may
qualify for a waiver
of any contingent
deferred sales
charges on Class A
shares.
----------------- --------------------- -------------- ------------------------------------------
22
Buying Class A shares at Net Asset Value
Class A shares of the Fund may be purchased at net asset value under the
following circumstances, provided that you notify the Fund in advance that the
trade qualifies for this privilege.
o Shares purchased under the Delaware Investments(R)Dividend Reinvestment
Plan and, under certain circumstances, the Exchange Privilege and the
12-Month Reinvestment Privilege.
o Purchases by (i) current and former officers, Trustees/Directors and
employees of any Delaware Investments(R)Fund, the Manager or any of its
current affiliates and those that may in the future be created; (ii) legal
counsel to the Delaware Investments(R)Funds; and (iii) registered
representatives and employees of broker/dealers who have entered into
dealer's agreements with the Distributor. Family members (regardless of
age) of such persons at their direction, and any employee benefit plan
established by any of the foregoing entities, counsel or broker/dealers may
also purchase shares at net asset value.
o Shareholders who own Class A shares of Delaware Cash Reserve Fund as a
result of a liquidation of a Delaware Investments(R)Fund may exchange into
Class A shares of another Delaware Investments(R)Fund at net asset value.
o Purchases by bank employees who provide services in connection with
agreements between the bank and unaffiliated brokers or dealers concerning
sales of shares of Delaware Investments(R)Funds.
o Purchases by certain officers, trustees and key employees of institutional
clients of the Manager or any of the Manager's affiliates.
o Purchases for the benefit of the clients of brokers, dealers and registered
investment advisors if such brokers, dealers or investment advisors have
entered into an agreement with the Distributor providing specifically for
the purchase of Class A shares in connection with special investment
products, such as wrap accounts or similar fee based programs. Investors
may be charged a fee when effecting transactions in Class A shares through
a broker or agent that offers these special investment products.
o Purchases by financial institutions investing for the account of their
trust customers if they are not eligible to purchase shares of the Fund's
Institutional Class.
o Purchases by retirement plans that are maintained on retirement platforms
sponsored by financial intermediary firms, provided the financial
intermediary firm has entered into a Class A NAV Agreement with respect to
such retirement platforms.
o Purchases by certain legacy bank sponsored retirement plans that meet
requirements set forth in the SAI.
o Purchases by certain legacy retirement assets that meet requirements set
forth in the SAI.
o Investments made by plan level and/or participant retirement accounts that
are for the purpose of repaying a loan taken from such accounts.
o Loan repayments made to a Fund account in connection with loans originated
from accounts previously maintained by another investment firm.
23
Waivers of Contingent Deferred Sales Charges
--------------------------------------- ------------ -------------- -------------
Share Class
Category A* B C
--------------------------------------- ------------ -------------- -------------
Redemptions in accordance with a X X X
Systematic Withdrawal Plan, provided
the annual amount selected to be
withdrawn under the Plan does not
exceed 12% of the value of the
account on the date that the
Systematic Withdrawal Plan was
established or modified.
--------------------------------------- ------------ -------------- -------------
Redemptions that result from the X X X
Fund's right to liquidate a
shareholder's account if the
aggregate net asset value of the
shares held in the account is less
than the then-effective minimum
account size.
--------------------------------------- ------------ -------------- -------------
Distributions to participants or X Not Not
beneficiaries from a retirement plan available. available.
qualified under section 401(a) of the
Internal Revenue Code of 1986, as
amended (the "Code").
--------------------------------------- ------------ -------------- -------------
Redemptions pursuant to the direction X Not Not
of a participant or beneficiary of a available. available.
retirement plan qualified under
section 401(a) of the Code with
respect to that retirement plan.
--------------------------------------- ------------ -------------- -------------
Periodic distributions from an X X X
individual retirement account (i.e.,
IRA, ROTH IRA, EDUCATION OR COVERDELL
IRA, SIMPLE IRA, SAR/SEP or SEP/IRA)
or a qualified plan** (403(b)(7)
plan, 457 Deferred Compensation Plan,
Profit Sharing Plan, Money Purchase
Plan or 401(k) Defined Contribution
Plan) not subject to a penalty under
Section 72(t)(2)(A) of the Code or a
hardship or unforeseen emergency
provision in the qualified plan as
described in Tres. Reg.
ss.1.401(k)-1(d)(2) and Section
457(d)(3) of the Code.
--------------------------------------- ------------ -------------- -------------
Returns of Excess Contributions due X X X
to any regulatory limit from an
individual retirement account (i.e.,
IRA, ROTH IRA, EDUCATION OR COVERDELL
IRA, SIMPLE IRA, SAR/SEP or SEP/IRA)
or a qualified plan (403(b)(7) plan,
457 Deferred Compensation Plan,
Profit Sharing Plan, Money Purchase
Plan or 401(k) Defined Contribution
Plan).
--------------------------------------- ------------ -------------- -------------
Distributions by other employee X Not Not
benefit plans to pay benefits. available. available.
--------------------------------------- ------------ -------------- -------------
Systematic withdrawals from a X X X
retirement account or qualified plan
that are not subject to a penalty
pursuant to Section 72(t)(2)(A) of
the Code or a hardship or unforeseen
emergency provision in the qualified
plan** as described in Tres. Reg.
ss.1.401(k)-1(d)(2) and Section
457(d)(3) of the Code. The
systematic withdrawal may be pursuant
to Delaware Investments(R)Funds'
Systematic Withdrawal Plan or a
systematic withdrawal permitted by
the Code.
--------------------------------------- ------------ -------------- -------------
24
--------------------------------------- ------------ -------------- -------------
Share Class
Category A* B C
--------------------------------------- ------------ -------------- -------------
Distributions from an account of a X X X
redemption resulting from the death
or disability (as defined in Section
72(t)(2)(A) of the Code) of a
registered owner or a registered
joint owner occurring after the
purchase of the shares being
redeemed. In the case of accounts
established under the Uniform Gifts
to Minors Act or Uniform Transfers to
Minors Act or trust accounts, the
waiver applies upon the death of all
beneficial owners.
--------------------------------------- ------------ -------------- -------------
Redemptions by certain legacy X Not X
retirement assets that meet the available.
requirements set forth in the SAI.
--------------------------------------- ------------ -------------- -------------
Redemptions by the classes of X Not Not
shareholders who are permitted to available. available.
purchase shares at net asset value,
regardless of the size of the
purchase. See "Buying Class A shares
at Net Asset Value" above.
--------------------------------------- ------------ -------------- -------------
* The waiver for Class A shares relates to a waiver of the Limited CDSC.
Please note that you or your financial advisor will have to notify us at
the time of purchase that the trade qualifies for such waiver.
** Qualified plans that are fully redeemed at the direction of the plan's
fiduciary are subject to any applicable contingent deferred sales charge or
Limited CDSC, unless the redemption is due to the termination of the plan.
Certain sales charges may be based on historical cost. Therefore, you should
maintain any records that substantiate these costs because the Fund, its
transfer agent and financial intermediaries may not maintain this information.
Information about existing sales charges and sales charge reductions and waivers
is available free of charge in a clear and prominent format on the Delaware
Investments(R)Funds' Web site at www.delawareinvestments.com. Additional
information on sales charges can be found in the SAI.
25
About your account (continued)
How to buy shares
[GRAPHIC OMITTED: SYMBOL OF A PERSON]
Through your financial advisor
Your financial advisor can handle all the details of purchasing shares,
including opening an account. Your financial advisor may charge a separate fee
for this service.
[GRAPHIC OMITTED: SYMBOL OF AN ENVELOPE]
By mail
Complete an investment slip and mail it with your check, made payable to the
fund and class of shares you wish to purchase, to Delaware Investments, 2005
Market Street, Philadelphia, PA 19103-7094. If you are making an initial
purchase by mail, you must include a completed investment application (or an
appropriate retirement plan application if you are opening a retirement account)
with your check.
[GRAPHIC OMITTED: SYMBOL OF A JAGGED LINE]
By wire
Ask your bank to wire the amount you want to invest to Bank of New York, ABA
#021000018, Bank Account number 8900403748. Include your account number and the
name of the fund and class of shares in which you want to invest. If you are
making an initial purchase by wire, you must first call us at 800 523-1918 so we
can assign you an account number.
[GRAPHIC OMITTED: EXCHANGE SYMBOL]
By exchange
You may exchange all or part of your investment in one or more Delaware
Investments(R)Funds for shares of other Delaware Investments(R)Funds. Please
keep in mind, however, that under most circumstances you are allowed to exchange
only between like classes of shares. To open an account by exchange, call the
Shareholder Service Center at 800 523-1918.
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Through automated shareholder services
You may purchase or exchange shares through Delaphone, our automated telephone
service, or through our Web site, www.delawareinvestments.com. For more
information about how to sign up for these services, call our Shareholder
Service Center at 800 523-1918.
Once you have completed an application, you can open an account with an initial
investment of $1,000 and make additional investments at any time for as little
as $100. The minimum initial purchase is $250, and you can make additional
investments of only $25, if you are buying shares in an IRA or Roth IRA, under
the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, or
through an Automatic Investing Plan. The minimum purchase for a Coverdell
Education Savings Account (formerly an "Education IRA") is $500. The minimums
vary for retirement plans other than IRAs, Roth IRAs or Coverdell Education
Savings Accounts.
The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receive your order before the close of regular
trading on the New York Stock Exchange (NYSE), which is normally 4:00 p.m.
Eastern Time, you will pay that day's closing share price, which is based on the
Fund's net asset value (NAV). If your order is received after the close of
regular trading on the NYSE, you will pay the next business day's price. A
business day is any day that the NYSE is open for business (Business Day). We
reserve the right to reject any purchase order.
We determine the NAV per share for each class of the Fund at the close of
regular trading on the NYSE on each Business Day. The NAV per share for each
class of the Fund is calculated by subtracting the liabilities of each class
from its total assets and dividing the resulting number by the number of shares
outstanding for that class. We generally price securities and other assets for
which market quotations are readily available at their market value.
26
We price fixed-income securities on the basis of valuations provided to us by an
independent pricing service that uses methods approved by the Board of Trustees.
We price any fixed-income securities that have a maturity of less than 60 days
at amortized cost, which approximates market value. For all other securities, we
use methods approved by the Board of Trustees that are designed to price
securities at their fair market value.
Fair valuation
When the Fund uses fair value pricing, it may take into account any factors it
deems appropriate. The Fund may determine fair value based upon developments
related to a specific security, current valuations of foreign stock indices (as
reflected in U.S. futures markets) and/or U.S. sector or broader stock market
indices. The price of securities used by the Fund to calculate its NAV may
differ from quoted or published prices for the same securities. Fair value
pricing may involve subjective judgments and it is possible that the fair value
determined for a security is materially different than the value that could be
realized upon the sale of that security.
The Fund anticipates using fair value pricing for securities primarily traded on
U.S. exchanges only under very limited circumstances, such as the early closing
of the exchange on which a security is traded or suspension of trading in the
security. The Fund may use fair value pricing more frequently for securities
primarily traded in non-U.S. markets because, among other things, most foreign
markets close well before the Fund values its securities at 4:00 p.m. Eastern
Time. The earlier close of these foreign markets gives rise to the possibility
that significant events, including broad market moves, may have occurred in the
interim. To account for this, the Fund may frequently value many foreign equity
securities using fair value prices based on third party vendor modeling tools to
the extent available.
Subject to the Board's oversight, the Fund's Board has delegated responsibility
for valuing the Fund's assets to a Pricing Committee of the Manager, which
operates under the policies and procedures approved by the Board as described
above.
Retirement plans
In addition to being an appropriate investment for your IRA, Roth IRA and
Coverdell Education Savings Account, shares in the Fund may be suitable for
group retirement plans. You may establish your IRA account even if you are
already a participant in an employer-sponsored retirement plan. For more
information on how shares in the Fund can play an important role in your
retirement planning or for details about group plans, please consult your
financial advisor, or call 800 523-1918.
Document delivery
If you have an account in the same Delaware Investments(R)Fund as another member
of your household, we are sending your household one copy of the Fund's
prospectus and annual and semiannual reports unless you opt otherwise. This will
help us reduce the printing and mailing expenses associated with the Fund. We
will continue to send one copy of each of these documents to your household
until you notify us that you wish individual materials. If you wish to receive
individual materials, please call our Shareholder Service Center at 800 523-1918
or your financial advisor. We will begin sending you individual copies of these
27
About your account (continued)
How to redeem shares
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Through your financial advisor
Your financial advisor can handle all the details of redeeming your shares
(selling them back to the Fund). Your financial advisor may charge a separate
fee for this service.
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By mail
You may redeem your shares by mail by writing to: Delaware Investments, 2005
Market Street, Philadelphia, PA 19103-7094. All owners of the account must sign
the request, and for redemptions of more than $100,000, you must include a
signature guarantee for each owner. Signature guarantees are also required when
redemption proceeds are going to an address other than the address of record on
the account.
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By telephone
You may redeem up to $100,000 of your shares by telephone. You may have the
proceeds sent to you by check, or, if you redeem at least $1,000 of shares, you
may have the proceeds sent directly to your bank by wire. Bank information must
be on file before you request a wire redemption.
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By wire
You may redeem $1,000 or more of your shares and have the proceeds deposited
directly to your bank account, normally the next Business Day after we receive
your request. If you request a wire deposit, a bank wire fee may be deducted
from your proceeds. Bank information must be on file before you request a wire
redemption.
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Through automated shareholder services
You may redeem shares through Delaphone, our automated telephone service, or
through our Web site, www.delawareinvestments.com. For more information about
how to sign up for these services, call our Shareholder Service Center at 800
523-1918.
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Through checkwriting
You may redeem Class A shares by writing checks of $500 or more. Checks must be
signed by all owners of the account unless you indicate otherwise on your
Investment Application. The checkwriting feature is not available for retirement
plans. Also, because dividends Fare declared daily, you may not close your
account by writing a check. When you write checks you are subject to bank
regulations and may be subject to a charge if the check amount exceeds the value
of your account.
If you hold your shares in certificates, you must submit the certificates with
your request to sell the shares. We recommend that you send your certificates by
certified mail.
When you send us a properly completed request to redeem or exchange shares and
we or an authorized agent receive the request before the close of regular
trading on the NYSE (normally 4:00 p.m. Eastern Time), you will receive the NAV
as next determined after we receive your request. If we receive your request
after the close of regular trading on the NYSE, you will receive the NAV next
determined on the next Business Day. We will deduct any applicable contingent
deferred sales charges. You may also have to pay taxes on the proceeds from your
sale of shares. We will send you a check, normally the next Business Day, but no
later than seven days after we receive
28
your request to sell your shares. If you purchased your shares by check, we will
wait until your check has cleared, which can take up to 15 days, before we send
your redemption proceeds.
If you are required to pay a contingent deferred sales charge when you redeem
your shares, the amount subject to the fee will be based on the shares' NAV when
you purchased them or their NAV when you redeem them, whichever is less. This
arrangement assures that you will not pay a contingent deferred sales charge on
any increase in the value of your shares. You also will not pay the charge on
any shares acquired by reinvesting dividends or capital gains. If you exchange
shares of one fund for shares of another, you do not pay a contingent deferred
sales charge at the time of the exchange. If you later redeem those shares, the
purchase price for purposes of the contingent deferred sales charge formula will
be the price you paid for the original shares, not the exchange price. The
redemption price for purposes of this formula will be the NAV of the shares you
are actually redeeming.
Account minimums
If you redeem shares and your account balance falls below the Fund's required
account minimum of $1,000 ($250 for IRAs, Roth IRAs, Uniform Gifts to Minors Act
and Uniform Transfers to Minors Act accounts or accounts with automatic
investing plans, and $500 for Coverdell Education Savings Accounts) for three or
more consecutive months, you will have until the end of the current calendar
quarter to raise the balance to the minimum. If your account is not at the
minimum by the required time, you will be charged a $9 fee for that quarter and
each quarter after that until your account reaches the minimum balance. If your
account does not reach the minimum balance, the Fund may redeem your account
after 60 days' written notice to you.
29
Special services
To help make investing with us as easy as possible, and to help you build your
investments, we offer the following special services.
Automatic Investing Plan
The Automatic Investing Plan allows you to make regular monthly or quarterly
investments directly from your checking account.
Direct Deposit
With Direct Deposit you can make additional investments through payroll
deductions, recurring government or private payments such as Social Security or
direct transfers from your bank account.
Electronic Delivery
With Delaware eDelivery, you can receive your fund documents electronically
instead of via U.S. mail. When you sign up for eDelivery, you can access your
account statements, shareholder reports and other fund materials online, in a
secure internet environment, at any time, from anywhere.
Online Account Access
Online Account Access is a password-protected area of the Delaware
Investments(R)Web site that gives you access to your account information and
allows you to perform transactions in a secure internet environment.
Wealth Builder Option
With the Wealth Builder Option you can arrange automatic monthly exchanges
between your shares in one or more Delaware Investments(R)Funds. Wealth Builder
exchanges are subject to the same rules as regular exchanges (see below) and
require a minimum monthly exchange of $100 per fund.
Dividend Reinvestment Plan
Through our Dividend Reinvestment Plan, you can have your distributions
reinvested in your account or the same share class in another Delaware
Investments(R)Fund. The shares that you purchase through the Dividend
Reinvestment Plan are not subject to a front-end sales charge or to a contingent
deferred sales charge. Under most circumstances, you may reinvest dividends only
into like classes of shares.
Exchanges
You may generally exchange all or part of your shares for shares of the same
class in another Delaware Investments(R)Fund without paying a front-end sales
charge or a contingent deferred sales charge at the time of the exchange.
However, if you exchange shares from a money market fund that does not have a
sales charge or from Class R shares of any fund, you will pay any applicable
sales charge on your new shares. When exchanging Class B and Class C shares of
one fund for the same class of shares in other funds, your new shares will be
subject to the same contingent deferred sales charge as the shares you
originally purchased. The holding period for the contingent deferred sales
charge will also remain the same, with the amount of time you held your original
shares being credited toward the holding period of your new shares. You do not
pay sales charges on shares that you acquired through the reinvestment of
dividends. You may have to pay taxes on your exchange. When you exchange shares,
you are purchasing shares in another fund so you should be sure to get a copy of
the fund's prospectus and read it carefully before buying shares through an
exchange. We may refuse the purchase side of any exchange request, if, in the
Manager's judgment, the Fund would be unable to invest effectively in accordance
with its investment objectives and policies or would otherwise potentially be
adversely affected.
MoneyLine(SM) On Demand Service
Through our MoneyLine(SM) On Demand Service, you or your financial advisor may
transfer money between your Fund account and your predesignated bank account by
telephone request. This service is not available for retirement plans. MoneyLine
has a minimum transfer of $25 and a maximum transfer of $50,000, except for
purchases into IRAs. Delaware Investments does not charge a fee for this
service; however, your bank may assess one.
30
MoneyLine Direct Deposit Service
Through our MoneyLine Direct Deposit Service you can have $25 or more in
dividends and distributions deposited directly to your bank account. Delaware
Investments does not charge a fee for this service; however, your bank may
assess one. This service is not available for retirement plans.
Systematic Withdrawal Plan
Through our Systematic Withdrawal Plan, you can arrange a regular monthly or
quarterly payment from your account made to you or someone you designate. If the
value of your account is $5,000 or more, you can make withdrawals of at least
$25 monthly, or $75 quarterly. You may also have your withdrawals deposited
directly to your bank account through our MoneyLine Direct Deposit Service.
The applicable limited contingent deferred sales charge for Class A Shares and
the contingent deferred sales charge for Class B and C Shares redeemed via a
Systematic Withdrawal Plan will be waived if the annual amount withdrawn in each
year is less than 12% of the account balance on the date that the Plan is
established. If the annual amount withdrawn in any year exceeds 12% of the
account balance on the date that the Systematic Withdrawal Plan is established,
all redemptions under the Plan will be subjected to the applicable contingent
deferred sales charge, including an assessment for previously redeemed amounts
under the Plan.
Frequent trading of Fund shares
The Fund discourages purchases by market timers and purchase orders (including
the purchase side of exchange orders) by shareholders identified as market
timers may be rejected. The Fund's Board of Trustees has adopted policies and
procedures designed to detect, deter and prevent trading activity detrimental to
the Fund and its shareholders, such as market timing. The Fund will consider
anyone who follows a pattern of market timing in any Delaware Investments(R)Fund
or the Optimum Fund Trust to be a market timer and may consider anyone who has
followed a similar pattern of market timing at an unaffiliated fund family to be
a market timer.
Market timing of a fund occurs when investors make consecutive, rapid,
short-term "roundtrips" -- that is, purchases into a fund followed quickly by
redemptions out of that fund. A short-term roundtrip is any redemption of fund
shares within 20 business days of a purchase of that fund's shares. If you make
a second such short-term roundtrip in a fund within the same calendar quarter as
a previous short-term roundtrip in that fund, you may be considered a market
timer. In determining whether market timing has occurred, the Fund will consider
short-term roundtrips to include rapid purchases and sales of Fund shares
through the exchange privilege. The Fund reserves the right to consider other
trading patterns to be market timing.
Your ability to use the Fund's exchange privilege may be limited if you are
identified as a market timer. If you are identified as a market timer, we will
execute the redemption side of your exchange order but may refuse the purchase
side of your exchange order. The Fund reserves the right to restrict or reject,
without prior notice, any purchase order or exchange order for any reason,
including any purchase order or exchange order accepted by any shareholder's
financial intermediary or in any omnibus-type account. Transactions placed in
violation of the Fund's market timing policy are not necessarily deemed accepted
by the Fund and may be rejected by the Fund on the next business day following
receipt by the Fund.
Redemptions will continue to be permitted in accordance with the Fund's current
Prospectus. A redemption of shares under these circumstances could be costly to
a shareholder if, for example, the shares have declined in value, the
shareholder recently paid a front-end sales charge, the shares are subject to a
contingent deferred sales charge or the sale results in adverse tax
consequences. To avoid this risk, a shareholder should carefully monitor the
purchases, sales and exchanges of Fund shares and avoid frequent trading in Fund
shares.
The Fund reserves the right to modify this policy at any time without notice,
including modifications to the Fund's monitoring procedures and the procedures
to close accounts to new purchases. Although the implementation of this policy
involves judgments that are inherently subjective, we seek to apply this policy
uniformly in all cases and make judgments and applications that are consistent
with the interests of the Fund's shareholders. While we will take actions
designed to detect and prevent market timing, there can be no assurance that
such trading activity will be completely eliminated.
Risks of market timing By realizing profits through short-term trading,
shareholders that engage in rapid purchases and sales or exchanges of the Fund's
shares dilute the value of shares held by long-term shareholders. Volatility
resulting from excessive purchases and sales or exchanges of Fund shares,
especially involving large dollar amounts, may disrupt efficient
31
portfolio management. In particular, the Fund may have difficulty implementing
its long-term investment strategies if it is forced to maintain a higher level
of its assets in cash to accommodate significant short-term trading activity.
Excessive purchases and sales or exchanges of the Fund's shares may also force
the Fund to sell portfolio securities at inopportune times to raise cash to
accommodate short-term trading activity. This could adversely affect the Fund's
performance if, for example, the Fund incurs increased brokerage costs and
realization of taxable capital gains without attaining any investment advantage.
A fund that invests significantly in foreign securities may be particularly
susceptible to short-term trading strategies. This is because foreign securities
are typically traded on markets that close well before the time the fund
calculates its NAV (typically, 4:00 p.m. Eastern Time). Developments that occur
between the closing of the foreign market and the fund's NAV calculation may
affect the value of these foreign securities. The time zone differences among
international stock markets can allow a shareholder engaging in a short-term
trading strategy to exploit differences in fund share prices that are based on
closing prices of foreign securities established some time before a fund
calculates its own share price.
Any fund that invests in securities that are thinly traded, traded infrequently
or relatively illiquid has the risk that the securities prices used to calculate
the fund's NAV may not accurately reflect current market values. A shareholder
may seek to engage in short-term trading to take advantage of these pricing
differences. Funds that may be adversely affected by such arbitrage include, in
particular, funds that significantly invest in small-cap securities, technology
and other specific industry sector securities, and in certain fixed-income
securities, such as high-yield bonds, asset-backed securities or municipal
bonds.
Transaction monitoring procedures
The Fund, through its transfer agent, maintains surveillance procedures designed
to detect excessive or short-term trading in Fund shares. This monitoring
process involves several factors, which include scrutinizing transactions in
fund shares for violations of the Fund's market timing policy or other patterns
of short-term or excessive trading. For purposes of these transaction monitoring
procedures, the Fund may consider trading activity by multiple accounts under
common ownership, control or influence to be trading by a single entity. Trading
activity identified by these factors, or as a result of any other available
information, will be evaluated to determine whether such activity might
constitute market timing. These procedures may be modified from time to time to
improve the detection of excessive or short-term trading or to address other
concerns. Such changes may be necessary or appropriate, for example, to deal
with issues specific to certain retirement plans, plan exchange limits, U.S.
Department of Labor regulations, certain automated or pre-established exchange,
asset allocation or dollar cost averaging programs, or omnibus account
arrangements.
Omnibus account arrangements are common forms of holding shares of the Fund,
particularly among certain broker/dealers and other financial intermediaries,
including sponsors of retirement plans and variable insurance products. The Fund
will attempt to apply its monitoring procedures to these omnibus accounts and to
the individual participants in such accounts. In an effort to discourage market
timers in such accounts, the Fund may consider enforcement against market timers
at the participant level and at the omnibus level, up to and including
termination of the omnibus account's authorization to purchase Fund shares.
Limitations on ability to detect and curtail market timing
Shareholders seeking to engage in market timing may employ a variety of
strategies to avoid detection and, despite the efforts of the Fund and its
agents to detect market timing in Fund shares, there is no guarantee that the
Fund will be able to identify these shareholders or curtail their trading
practices. In particular, the Fund may not be able to detect market timing
attributable to a particular investor who effects purchase, redemption and/or
exchange activity in Fund shares through omnibus accounts. The difficulty of
detecting market timing may be further compounded if these entities utilize
multiple tiers or omnibus accounts.
Dividends, distributions and taxes
Dividends and Distributions. The Fund has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code. As a
regulated investment company, the Fund generally pays no federal income tax on
the income and gains it distributes to you. The Fund expects to declare
dividends daily and distribute all of its net investment income, if any, to
shareholders as dividends monthly. The Fund will also distribute net capital
gains, if any, annually. The amount of any distribution will vary, and there is
no guarantee the Fund will pay either an income dividend or a capital gain
distribution. We automatically reinvest all dividends and any capital gains,
unless you direct us to do otherwise.
32
Annual Statements. Every January, you will receive a statement that shows the
tax status of distributions you received the previous year. Distributions
declared in December but paid in January are taxable as if they were paid in
December. Mutual funds may reclassify income after your tax reporting statement
is mailed to you. Prior to issuing your statement, the Fund makes every effort
to search for reclassified income to reduce the number of corrected forms mailed
to shareholders. However, when necessary, the Fund will send you a corrected
Form 1099-DIV to reflect reclassified information.
Avoid "Buying A Dividend." If you invest in the Fund shortly before the record
date of a taxable distribution, the distribution will lower the value of the
Fund's shares by the amount of the distribution and, in effect, you will receive
some of your investment back in the form of a taxable distribution.
Tax Considerations. In general, if you are a taxable investor, Fund
distributions are taxable to you at either ordinary income or capital gains tax
rates. This is true whether you reinvest your distributions in additional Fund
shares or receive them in cash.
For federal income tax purposes, Fund distributions of short-term capital gains
are taxable to you as ordinary income. Fund distributions of long-term capital
gains are taxable to you as long-term capital gains no matter how long you have
owned your shares. A portion of income dividends designated by the Fund may be
qualified dividend income eligible for taxation by individual shareholders at
long-term capital gain rates provided certain holding period requirements are
met.
A sale or redemption of Fund shares is a taxable event and, accordingly, a
capital gain or loss may be recognized. For tax purposes, an exchange of your
Fund shares for shares of a different Delaware Investments(R)Fund is the same as
a sale.
By law, if you do not provide the Fund with your proper taxpayer identification
number and certain required certifications, you may be subject to backup
withholding on any distributions of income, capital gains or proceeds from the
sale of your shares. The Fund also must withhold if the IRS instructs it to do
so. When withholding is required, the amount will be 28% of any distributions or
proceeds paid.
Fund distributions and gains from the sale or exchange of your Fund shares
generally are subject to state and local taxes. Non-U.S. investors may be
subject to U.S. withholding or estate tax, and are subject to special U.S. tax
certification requirements.
This discussion of "Dividends, distributions and taxes" is not intended or
written to be used as tax advice. Because everyone's tax situation is unique,
you should consult your tax professional about federal, state, local or foreign
tax consequences before making an investment in the Fund.
Certain management considerations
Investments by fund of funds and similar investment vehicles
The Fund may accept investments from funds of funds, including those offered by
the Delaware Investments(R)Funds, as well as similar investment vehicles, such
as 529 Plans. A "529 Plan" is a college savings program that operates under
Section 529 of the Internal Revenue Code. From time to time, the Fund may
experience large investments or redemptions due to allocations or rebalancings
by these funds of funds and/or similar investment vehicles. While it is
impossible to predict the overall impact of these transactions over time, there
could be adverse effects on portfolio management. For example, the Fund may be
required to sell securities or invest cash at times when it would not otherwise
do so. These transactions could also have tax consequences if sales of
securities result in gains, and could also increase transaction costs or
portfolio turnover. The Manager will monitor transactions by the funds of funds
and will attempt to minimize any adverse effects on both the Fund and the funds
of funds as a result of these transactions.
Manager of managers structure
At a shareholder meeting held on March 23, 2005 (or as adjourned), the Fund's
shareholders approved a "manager of managers" structure that would permit the
Manager to appoint and replace sub-advisors, enter into sub-advisory agreements,
and amend and terminate sub-advisory agreements with respect to the Fund,
subject to Board
33
approval but without shareholder approval (the "Manager of Managers Structure").
While the Manager does not currently expect to use the Manager of Managers
Structure with respect to the Fund, the Manager may, in the future, recommend to
the Fund's Board the establishment of the Manager of Managers Structure by
recommending the hiring of one or more sub-advisors to manage all or a portion
of the Fund's portfolio if it believes that doing so would be likely to enhance
the Fund's performance by introducing a different investment style or focus.
The ability to implement the Manager of Managers Structure with respect to the
Fund is contingent upon the receipt of an exemptive order from the U.S.
Securities and Exchange Commission (the "SEC") or the adoption of a rule by the
SEC authorizing the implementation of the Manager of Managers Structure. The use
of the Manager of Managers Structure with respect to the Fund may be subject to
certain conditions set forth in the SEC exemptive order or rule. There can be no
assurance that the SEC will grant the Fund's application for an exemptive order
or adopt such a rule.
The Manager of Managers Structure would enable the Fund to operate with greater
efficiency and without incurring the expense and delays associated with
obtaining shareholder approval of sub-advisory agreements. The Manager of
Managers Structure would not permit investment management fees paid by the Fund
to be increased without shareholder approval or change the Manager's
responsibilities to the Fund, including the Manager's responsibility for all
advisory services furnished by a sub-advisor.
34
Financial highlights
The financial highlights tables are intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling 800 523-1918.
Delaware Limited-Term Government Fund Class A
Year Ended 12/31
2005 2004 2003 2002 2001
Net asset value, beginning of period $8.480 $8.620 $8.770 $8.600 $8.430
Income (loss) from investment operations:
Net investment income 0.278 0.244 0.222 0.349 0.423
Net realized and unrealized gain (loss) on investments (0.132) (0.048) (0.039) 0.255 0.238
-------- ------- ------- ------- -------
Total from investment operations 0.146 0.196 0.183 0.604 0.661
-------- ------- ------- ------- -------
Less dividends and distributions from:
Net investment income (0.356) (0.336) (0.315) (0.434) (0.491)
Return of capital ----- ----- 0.018) ----- -----
-------- ------- ------- ------- -------
Total dividends and distributions (0.356) 0.336) (0.333) (0.434) (0.491)
-------- ------- ------- ------- -------
Net asset value, end of period $8.270 $8.480 $8.620 $8.770 $8.600
======== ======= ======= ======= =======
Total return(1) 1.76% 2.31% 2.12% 7.08% 8.16%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $189,845 $204,053 $249,845 $250,729 $208,152
Ratio of expenses to average net assets 0.82% 0.75% 0.75% 0.75% 0.89%
Ratio of expenses to average net assets prior to
expense limitation and expenses paid indirectly 1.12% 1.13% 1.14% 1.05% 1.08%
Ratio of net investment income to average net assets 3.32% 2.85% 2.57% 3.99% 4.92%
Ratio of net investment income to average net assets
prior to expense limitation and expenses paid
indirectly 3.02% 2.47% 2.18% 3.69% 4.73%
Portfolio turnover 259% 313% 483% 313% 386%
(1) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of dividends and
distributions at net asset value and does not reflect the impact of a sales
charge. Total investment return reflects a waiver and payment of fees by
the manager and distributor, as applicable. Performance would have been
lower had the expense limitation not been in effect.
35
Delaware Limited-Term Government Fund Class B
Year Ended 12/31
2005 2004 2003 2002 2001
Net asset value, beginning of period $8.480 $8.620 $8.770 $8.600 $8.430
Income (loss) from investment operations:
Net investment income 0.207 0.170 0.152 0.274 0.348
Net realized and unrealized gain (loss) on investments (0.132) 0.047) (0.044) 0.255 0.238
------- ------- ------- ------- -------
Total from investment operations 0.075 0.123 0.108 0.529 0.586
------- ------- ------- ------- -------
Less dividends and distributions from:
Net investment income (0.285) (0.263) (0.244) (0.359) (0.416)
Return of capital ----- ----- (0.014) ---- ----
------- ------- ------- ------- -------
Total dividends and distributions (0.285) (0.263) (0.258) (0.359) (0.416)
------- ------- ------- ------- -------
Net asset value, end of period $8.270 $8.480 $8.620 $8.770 $8.600
======= ======= ======= ======= =======
Total return(1) 0.90% 1.44% 1.25% 6.17% 7.22%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $19,857 $27,559 $37,774 $50,326 $21,743
Ratio of expenses to average net assets 1.67% 1.60% 1.60% 1.60% 1.74%
Ratio of expenses to average net assets prior to expense
limitations and expenses paid indirectly 1.82% 1.83% 1.86% 1.90% 1.93%
Ratio of net investment income to average net assets 2.47% 2.00% 1.72% 3.14% 4.07%
Ratio of net investment income to average net assets prior to
expense limitations and expenses paid indirectly 2.32% 1.77% 1.46% 2.84% .88%
Portfolio turnover 259% 313% 483% 313% 386%
Delaware Limited-Term Government Fund Class C
Year Ended 12/31
2005 2004 2003 2002 2001
Net asset value, beginning of period $8.480 $8.620 $8.770 $8.600 $8.430
Income (loss) from investment operations:
Net investment income 0.207 0.170 0.152 0.274 0.347
Net realized and unrealized gain (loss) on investments (0.132) (0.047) 0.044) 0.255 0.238
------- ------- ------- ------- -------
Total from investment operations 0.075 0.123 0.108 0.529 0.585
------- ------- ------- ------- -------
Less dividends and distributions from:
Net investment income (0.285) (0.263) (0.244) (0.359) (0.415)
Return of capital ----- ----- (0.014) ---- ----
------- ------- ------- ------- -------
Total dividends and distributions (0.285) (0.263) (0.258) (0.359) (0.415)
------- ------- ------- ------- -------
Net asset value, end of period $8.270 $8.480 $8.620 $8.770 $8.600
======= ======= ======= ====== ======
Total return(1) 0.90% 1.44% 1.25% 6.16% 7.20%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $32,235 $49,709 $72,045 $71,189 $21,386
Ratio of expenses to average net assets 1.67% 1.60% 1.60% 1.60% 1.74%
Ratio of expenses to average net assets prior to expense
limitations and expenses paid indirectly 1.82% 1.83% 1.86% 1.90% 1.93%
Ratio of net investment income to average net assets 2.47% 2.00% 1.72% 3.14% 4.07%
Ratio of net investment income to average net assets prior to
expense limitations and expenses paid indirectly 2.32% 1.77% 1.46% 2.84% 3.88%
Portfolio turnover 259% 313% 483% 313% 386%
(1) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of dividends and
distributions at net asset value and does not reflect the impact of a sales
charge. Total investment return reflects a waiver and payment of fees by
the manager. Performance would have been lower had the expense limitation
not been in effect.
36
Delaware Limited-Term Government Fund
Class R
Year Ended 12/31
2005 2004 Period
6/2/03(1)
through
12/31/03
Net asset value, beginning of period $8.490 $8.630 $8.800
Income (loss) from investment operations:
Net investment income 0.244 0.205 0.074
Net realized and unrealized gain (loss) on investments (0.142) (0.048) (0.063)
------- ------- -------
Total from investment operations 0.102 0.157 0.011
------- ------- -------
Less dividends and distributions from:
Net investment income 0.322) (0.297) (0.165)
Return of capital ----- ----- 0.016)
------- ------- -------
Total dividends and distributions (0.322) (0.297) (0.181)
------- ------- -------
Net asset value, end of period $8.270 $8.490 $8.630
======= ======= =======
Total return(2) 1.34% 1.73% 0.14%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $1,860 $1,905 $1,499
Ratio of expenses to average net assets 1.23% 1.20% 1.20%
Ratio of expenses to average net assets prior to expense
limitations and expenses paid indirectly 1.42% 1.43% 1.38%
Ratio of net investment income to average net assets 2.91% 2.40% 1.86%
Ratio of net investment income to average net assets prior to
expense limitations and expenses paid indirectly 2.72% 2.17% 1.68%
Portfolio turnover 259% 313% 483%
(1) Date of commencement of operations. Ratios have been annualized and total
return has not been annualized.
(2) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of dividends and
distributions at net asset value. Total investment return reflects waivers
and payment of fees by the manager and the distributor, as applicable.
Performance would have been lower had the expense limitation not been in
effect.
37
How to read the financial highlights
Net investment income (loss)
Net investment income (loss) includes dividend and interest income earned from a
fund's investments; it is after expenses have been deducted.
Net realized and unrealized gain (loss) on investments
A realized gain occurs when we sell an investment at a profit, while a realized
loss occurs when we sell an investment at a loss. When an investment increases
or decreases in value but we do not sell it, we record an unrealized gain or
loss. The amount of realized gain per share, if any, that we pay to shareholders
would be listed under "Less dividends and distributions from: Net realized gain
on investments."
Net asset value (NAV)
This is the value of a mutual fund share, calculated by dividing the net assets
by the number of shares outstanding.
Total return
This represents the rate that an investor would have earned or lost on an
investment in a fund. In calculating this figure for the financial highlights
table, we include applicable fee waivers, exclude front-end and contingent
deferred sales charges, and assume the shareholder has reinvested all dividends
and realized gains.
Net assets
Net assets represent the total value of all the assets in a fund's portfolio,
less any liabilities, that are attributable to that clasFs of the fund.
Ratio of expenses to average net assets
The expense ratio is the percentage of net assets that a fund pays annually for
operating expenses and management fees. These expenses include accounting and
administration expenses, services for shareholders, and similar expenses.
Ratio of net investment income (loss) to average net assets
We determine this ratio by dividing net investment income (loss) by average net
assets.
Portfolio turnover
This figure tells you the amount of trading activity in a fund's portfolio. A
turnover rate of 100% would occur if, for example, a fund bought and sold all of
the securities in its portfolio once in the course of a year or frequently
traded a single security. A high rate of portfolio turnover in any year may
increase brokerage commissions paid and could generate taxes for shareholders on
realized investment gains.
38
Glossary
How to use this glossary
This glossary includes definitions of investment terms, many of which are used
throughout the Prospectus. If you would like to know the meaning of an
investment term that is not explained in the text please check the glossary.
Amortized cost
Amortized cost is a method used to value a fixed-income security that starts
with the face value of the security and then adds or subtracts from that value
depending on whether the purchase price was greater or less than the value of
the security at maturity. The amount greater or less than the par value is
divided equally over the time remaining until maturity.
Appreciation
An increase in the value of an investment.
Average maturity
An average of when the individual bonds and other debt securities held in a
portfolio will mature.
Bond
A debt security, like an IOU, issued by a company, municipality or government
agency. In return for lending money to the issuer, a bond buyer generally
receives fixed periodic interest payments and repayment of the loan amount on a
specified maturity date. A bond's price changes prior to maturity and typically
is inversely related to current interest rates. Generally, when interest rates
rise, bond prices fall, and when interest rates fall, bond prices rise. See
Fixed-income securities.
Bond ratings
Independent evaluations of creditworthiness, ranging from Aaa/AAA (highest
quality) to D (lowest quality). Bonds rated Baa/BBB or better are considered
investment grade. Bonds rated Ba/BB or lower are commonly known as junk bonds.
See also Nationally recognized statistical ratings organization.
Capital
The amount of money you invest.
Capital gains distributions
Payments to mutual fund shareholders of profits (realized gains) from the sale
of a fund's portfolio securities. Usually paid once a year; may be either
short-term gains or long-term gains.
Commission
The fee an investor pays to a financial advisor for advice and help in buying or
selling mutual funds, stocks, bonds or other securiFties.
Compounding
Earnings on an investment's previous earnings.
Consumer Price Index (CPI)
Measurement of U.S. inflation; represents the price of a basket of commonly
purchased goods.
Contingent deferred sales charge (CDSC)
Fee charged by some mutual funds when shares are redeemed (sold back to the
fund) within a set number of years. An alternative method for investors to
compensate a financial advisor for advice and service, rather than an up-front
commission.
Corporate bond
A debt security issued by a corporation. See Bond.
Cost basis
The original purchase price of an investment, used in determining capital gains
and losses.
39
Depreciation
A decline in an investment's value.
Diversification
The process of spreading investments among a number of different securities,
asset classes or investment styles to reduce the risks of investing.
Dividend distribution
Payments to mutual fund shareholders of dividends passed along from the fund's
portfolio of securities.
Duration
A measurement of a fixed-income investment's price volatility. The larger the
number, the greater the likely price change for a given change in interest
rates.
Expense ratio
A mutual fund's total operating expenses, expressed as a percentage of its total
net assets. Operating expenses are the costs of running a mutual fund, including
management fees, offices, staff, equipment and expenses related to maintaining
the fund's portfolio of securities and distributing its shares. They are paid
from the fund's assets before any earnings are distributed to shareholders.
Financial advisor
Financial professional (e.g., broker, banker, accountant, planner or insurance
agent) who analyzes clients' finances and prepares personalized programs to meet
objectives.
Fixed-income securities
With fixed-income securities, the money you originally invest is paid back at a
pre-specified maturity date. These securities, which include government,
corporate or municipal bonds, as well as money market securities, typically pay
a fixed rate of return (often referred to as interest). See Bond.
Government securities
Securities issued by the U.S. government or its agencies. They include
Treasuries as well as agency-backed securities such as Fannie Maes.
Inflation
The increase in the cost of goods and services over time. U.S. inflation is
frequently measured by changes in the Consumer Price Index (CPI).
Investment goal
The objective, such as long-term capital growth or high current income, that a
mutual fund pursues.
Management fee
The amount paid by a mutual fund to the investment manager for management
services, expressed as an annual percentage of fthe fund's average daily net
assets.
Market capitalization
The value of a corporation determined by multiplying the current market price of
a share of common stock by the number of shares held by shareholders. A
corporation with one million shares outstanding and the market price per share
of $10 has a market capitalization of $10 million.
Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.
Merrill Lynch 1-3 Year U.S. Treasury Index
An unmanaged index of U.S. Treasury notes and bonds with maturities greater than
or equal to one year and less than three years. It does not include inflation
linked U.S. government bonds.
NASD
The National Association of Securities Dealers, Inc., which is responsible for
regulating the securities industry.
40
Nationally recognized statistical ratings organization (NRSRO)
A company that assesses the credit quality of bonds, commercial paper, preferred
and common stocks and municipal short-term issues, rating the probability that
the issuer of the debt will meet the scheduled interest payments and repay the
principal. Ratings are published by such companies as Moody's Investors Service,
Inc. (Moody's), Standard & Poor's, a division of the McGraw-Hill Companies, Inc.
(S&P) and Fitch, Inc. (Fitch).
Net assets
The total value of all the assets in a fund's portfolio, less any liabilities.
Net asset value (NAV)
The daily dollar value of one mutual fund share. Equal to a fund's net assets
divided by the number of shares outstanding.
Preferred stock
Preferred stock has preference over common stock in the payment of dividends and
liquidation of assets. Preferred stock also often pays dividends at a fixed rate
and is sometimes convertible into common stock.
Principal
Amount of money you invest (also called capital). Also refers to a bond's
original face value, due to be repaid at maturity.
Prospectus
The officfial offering document that describes a mutual fund, containing
information required by the SEC, such as investment objectives, policies,
services and fees.
Redeem
To cash in your shares by selling them back to the mutual fund.
Risk
Generally defined as variability of value; also credit risk, inflation risk,
currency and interest rate risk. Different investments involve different types
and degrees of risk.
Sales charge
A commission thAt is charged on the purchase or redemption of fund shares sold
through financial advisors. May vary with the amount invested. Typically used to
compensate financial advisors for advice and service provided.
SEC (Securities and Exchange Commission)
Federal agency established by Congress to administer the laws governing the
securities industry, including mutual funds.
Share classes
Different classifications of shares. Mutual fund share classes offer a variety
of sales charge choices.
Signature guarantee
Certification by a bank, brokerage firm or other financial institution that a
customer's signature is valid. Signature guarantees can be provided by members
of the STAMP program.
Standard deviation
A measure of an investment's volatility; for mutual funds, measures how much a
fund's total return has typically varied from its historical average.
Statement of Additional Information (SAI)
A document that provides more information about a fund's organization,
management, investments, policies and risks.
41
Stock
An investment that represents a share of ownership (equity) in a corporation.
Stocks are often referred to as common stocks or equities.
Total return
An investment performance measurement, expressed as a percentage, based on the
combined earnings from dividends, capital gains and change in price over a given
period.
Uniform Gifts to Minors Act and Uniform Transfers to Minors Act
Federal and state laws that provide special tax advantages and a simple way to
transfer property to a minor.
VolatilitY
The tendency of an investment to go up or down in value by different magnitudes.
Investments that generally go up or down in value in relatively small amounts
are considered "low volatility" investments, whereas those investments that
generally go up or down in value in relatively large amounts are considered
"high volatility" investments.
42
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders. In the Fund's shareholder
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during the period
covered by the report. You can find more information about the Fund in the
current Statement of Additional Information (SAI), which we have filed
electronically with the Securities and Exchange Commission (SEC) and which is
legally a part of this Prospectus (it is incorporated by reference). If you want
a free copy of the SAI, the annual or semiannual report, or if you have any
questions about investing in the Fund, you can write to us at 2005 Market
Street, Philadelphia, PA 19103-7094, or call toll-free 800 523-1918. The Fund's
SAI and annual and semiannual reports to shareholders are also available, free
of charge, through the Fund's internet Web site (www.delawareinvestments.com).
You may also obtain additional information about the Fund from your financial
advisor.
You can find reports and other information about the Fund on the EDGAR database
on the SEC Web site (www.sec.gov). You can also get copies of this information,
after payment of a duplicating fee, by e-mailing the SEC at publicinfo@sec.gov
or by writing to the Public Reference Section of the SEC, Washington, D.C.
20549-0102. Information about the Fund, including its SAI, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. You can get
information on the Public Reference Room by calling the SEC at 202 551-8090.
Web site
www.delawareinvestments.com
E-mail
service@delinvest.com
Shareholder Service Center
800 523-1918
Call the Shareholder Service Center Monday to Friday, 8 a.m. to 7 p.m. Eastern Time:
o For fund information, literature, price, yield and performance figures.
o For information on existing regular investment accounts and retirement plan
accounts including wire investments, wire redemptions, telephone
redemptions and telephone exchanges.
Delaphone Service
800 362-FUND (800 362-3863)
o For convenient access to account information or current performance
information on all Delaware Investments(R)Funds seven days a week, 24 hours
a day, use this Touch-Tone(R)service.
--------------------------------------- ----------- --------
DELAWARE FUND SYMBOLS
--------------------------------------- ----------- --------
Delaware Limited-Term Government Fund CUSIP NASDAQ
--------------------------------------- ----------- --------
Class A 245912308 DTRIX
--------------------------------------- ----------- --------
Class B 245912605 DTIBX
--------------------------------------- ----------- --------
Class C 245912704 DTICX
--------------------------------------- ----------- --------
Class R 245912803 DLTRX
--------------------------------------- ----------- --------
Investment Company Act file number: 811-03363
R-022 [--] IVES 4/05
[DELAWARE INVESTMENTS LOGO]
Delaware Limited-Term Government Fund
Institutional Class
Prospectus
April 30, 2006
Fixed Income
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this Prospectus, and any
representation to the contrary is a criminal offense.
Table of contents
Fund profile page 2
Delaware Limited-Term Government Fund 2
How we manage the Fund page 5
Our investment strategies 5
The securities we typically invest in 6
The risks of investing in the Fund 9
Disclosure of portfolio holdings information 10
Who manages the Fund page 11
Investment manager 11
Portfolio managers 11
Who's who? 12
About your account page 13
Investing in the Fund 13
How to buy shares 13
Fair valuation 14
Document delivery 15
How to redeem shares 15
Account minimum 16
Exchanges 16
Frequent trading of Fund shares 16
Dividends, distributions and taxes 18
Certain management considerations 19
Financial highlights page 20
Glossary page 22
Additional information page 25
2
Profile: Delaware Limited-Term Government Fund
What are the Fund's goals?
Delaware Limited-Term Government Fund seeks to provide a high stable level of
income, while attempting to minimize fluctuations in principal and provide
maximum liquidity. Although the Fund will strive to meet its goals, there is no
assurance that it will.
What are the Fund's main investment strategies?
The Fund invests primarily in short- and intermediate-term U.S. government
securities. These are debt securities issued or guaranteed by the U.S., such as
U.S. Treasuries; securities issued by U.S. government agencies or
instrumentalities, such as securities of the Government National Mortgage
Association; and securities that are privately issued but are 100%
collateralized by securities or certificates issued or guaranteed by the U.S.
government, its agencies or instrumentalities. The Fund may also invest up to
20% of its net assets in corporate notes and bonds, certificates of deposit and
obligations of U.S. and foreign banks, commercial paper, certain asset-backed
securities and non-agency mortgage-backed securities.
The level of income the Fund provides will vary depending on current interest
rates and the specific securities in the portfolio. However, since longer-term
rates are generally less volatile than short-term rates, the Fund's income may
fluctuate less than a money market fund's income.
Under normal circumstances, the Fund will invest at least 80% of its net assets
in U.S. government securities ("80% policy"). This 80% policy can be changed
without shareholder approval. However, shareholders would be given at least 60
days notice prior to any such change.
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. Over time, the value of your investment in
the Fund will increase and decrease according to changes in the value of the
securities in the Fund's portfolio. This Fund will be affected primarily by
changes in interest rates. For example, when interest rates rise, the value of
bonds in the Fund's portfolio will likely decline.
For a more complete discussion of risk, please see "The risks of investing in
the Fund" on page 9.
An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.
Who should invest in the Fund
o Investors with intermediate or long-term financial goals.
o Investors seeking monthly income.
o Investors who would like a relatively conservative income investment to
help balance a growth-oriented long-term portfolio.
o Investors seeking a high-quality investment with a measure of capital
preservation.
Who should not invest in the Fund
o Investors with very short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
especially over the short term.
o Investors who want an investment with a fixed share price, such as a money
market fund.
You should keep in mind that an investment in the Fund is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Fund with your financial advisor to
determine whether it is an appropriate choice for you.
3
How has Delaware Limited-Term Government Fund performed?
This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how annual returns for the Fund's Institutional Class shares have
varied over the past ten calendar years, as well as the average annual returns
of the Institutional Class shares for one-year, five-year and ten-year periods.
The Fund's past performance (before and after taxes) is not necessarily an
indication of how it will perform in the future. The returns reflect expense
caps in effect during these periods. The returns would be lower without the
expense caps. Please see the footnotes on page 4 for additional information
about the expense caps.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (INSTITUTIONAL
CLASS)]
Year-by-year total return (Institutional Class)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
3.84% 5.39% 7.62% 1.22% 8.75% 8.34% 7.27% 2.27% 2.46% 1.91%
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
During the periods illustrated in this bar chart, the Institutional Class'
highest quarterly return was 4.53% for the quarter ended December 31, 1998 and
its lowest quarterly return was -1.29% for the quarter ended June 30, 2004.
Average annual returns for periods ending 12/31/05
------------------------------------------------------------- -------- -------- ---------
1 year 5 years 10 years
------------------------------------------------------------- -------- -------- ---------
Return before taxes 1.91% 4.41% 4.87%
------------------------------------------------------------- -------- -------- ---------
Return after taxes on distributions 0.35% 2.64% 2.63%
------------------------------------------------------------- -------- -------- ---------
Return after taxes on distributions and sale of Fund shares 1.23% 2.70% 2.74%
------------------------------------------------------------- -------- -------- ---------
Merrill Lynch 1-3 Year U.S. Treasury Index 1.67% 3.67% 4.79%
(reflects no deduction for fees, expenses or taxes)
------------------------------------------------------------- -------- -------- ---------
The Fund's returns above are compared to the performance of the Merrill Lynch
1-3 Year U.S. Treasury Index. You should remember that, unlike the Fund, the
index is unmanaged and does not reflect the actual costs of operating a mutual
fund, such as the costs of buying, selling and holding securities.
Actual after-tax returns depend on the investor's individual tax situation and
may differ from the returns shown. After-tax returns are not relevant for shares
held in tax-deferred investment vehicles such as employer-sponsored 401(k) plans
and individual retirement accounts. The after-tax returns shown are calculated
using the highest individual federal marginal income tax rates in effect during
the Fund's lifetime and do not reflect the impact of state and local taxes. The
after-tax rate used is based on the current tax characterization of the elements
of the Fund's returns (e.g., qualified vs. non-qualified dividends) and may be
different than the final tax characterization of such elements. Past
performance, both before and after taxes, is not a guarantee of future results.
4
What are the Fund's fees and expenses?
--------------------------------------- ---------------------------------- -----
You do not pay sales charges Maximum sales charge (load) none
directly from your investments when imposed on purchases as a
you buy or sell shares of the percentage of offering price
Institutional Class. ---------------------------------- -----
Maximum contingent deferred none
sales charge (load) as a
percentage of original purchase
price or redemption price,
whichever is lower
---------------------------------- -----
Maximum sales charge (load) none
imposed on reinvested dividends
---------------------------------- -----
Redemption fees none
---------------------------------- -----
Exchange fees(1) none
--------------------------------------- ---------------------------------- -----
--------------------------------------- ---------------------------------- -----
Annual fund operating expenses are Management fees 0.50%
deducted from the Fund's assets. ---------------------------------- -----
Distribution and service (12b-1) none
fees
---------------------------------- -----
Other expenses(2) 0.30%
---------------------------------- -----
Total operating expenses 0.80%
---------------------------------- -----
Fee waivers and payments(3) (0.15%)
---------------------------------- -----
Net expenses 0.65%
---------------------------------- -----
--------------------------------------- ---------------------------------- -----
This example is intended to help you 1 year $66
compare the cost of investing in the ---------------------------------- -----
Fund to the cost of investing in 3 years $240
other mutual funds with similar ---------------------------------- -----
investment objectives. We show the 5 years $429
cumulative amount of Fund expenses on ---------------------------------- -----
a hypothetical investment of $10,000 10 years $976
with an annual 5% return over the ---------------------------------- -----
time shown.4 This example reflects
the net operating expenses with
expense waivers for the one-year
contractual period and the total
operating expenses without expense
waivers for years two through 10.
This is an example only, and does not
represent future expenses, which may
be greater or less than those shown
here.
---------------------------------------
(1) Exchanges are subject to the requirements of each Delaware
Investments(R)Fund. A front-end sales charge may apply if you exchange your
shares into a fund that has a front-end sales charge.
(2) "Other expenses" have been restated to reflect an expected decrease during
the current fiscal year because the Fund is not expected to convene a
shareholders' meeting and issue a proxy statement during the current fiscal
year.
(3) The investment manager has contracted to waive fees and pay expenses
through April 30, 2007 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees, extraordinary expenses and
certain insurance costs) from exceeding 0.65% of average daily net assets.
(4) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here.
5
How we manage the Fund
Our investment strategies
We analyze economic and market conditions, seeking to identify the securities or
market sectors that we believe are the best investments for the Fund. Following
are descriptions of how the portfolio management team pursues the Fund's
investment goals.
We take a disciplined approach to investing, combining investment strategies and
risk management techniques that can help shareholders meet their goals.
We invest primarily in short- and intermediate-term fixed income securities
including:
o securities issued or guaranteed by the U.S. government, such as U.S.
Treasuries; and
o securities issued by U.S. government agencies or instrumentalities, such as
securities of the Government National Mortgage Association.
We may invest in instruments that use these government securities as collateral.
We may invest up to 20% of the Fund's net assets in corporate notes and bonds,
certificates of deposit and obligations of both U.S. and foreign banks,
commercial paper, certain asset-backed securities and non-agency mortgage-backed
securities.
The Fund's level of income and the stability of its share price will be directly
affected by changes in short- and intermediate-term interest rates. We
anticipate that the level of income could be higher than a money market fund.
However, the Fund's share price will increase and decrease with changes in
interest rates. This makes its risk level greater than that of a money market
fund.
We strive to reduce the effects of interest rate changes on the share price by
maintaining an average effective duration of two to three years. The average
effective duration is determined by averaging the individual effective duration
of all securities in the portfolio. If we believe that interest rates are
historically low, we may shorten the average effective duration to two years.
Conversely, if we believe rates are high and therefore likely to go lower, we
may increase average effective duration to as high as three years.
The Fund's investment objectives are non-fundamental. This means that the Board
of Trustees may change the Fund's objectives without obtaining shareholder
approval. If the objectives were changed, we would notify shareholders before
the change in the objectives became effective.
6
The securities we typically invest in
Fixed-income securities offer the potential for greater income payments than
stocks, and also may provide capital appreciation.
--------------------------------------- ----------------------------------
Securities How we use them
--------------------------------------- ----------------------------------
Direct U.S. Treasury obligations We may invest without limit in
include Treasury bills, notes and U.S. Treasury securities,
bonds of varying maturities. U.S. although they are typically
Treasury securities are backed by the not our largest holding
"full faith and credit" of the United because they generally do not
States. offer as high a level of
current income as other
fixed-income securities.
--------------------------------------- ----------------------------------
Mortgage-backed securities: There is no limit on
Fixed-income securities that government-related
represent pools of mortgages, with mortgage-backed securities.
investors receiving principal and
interest payments as the underlying We may invest up to 35% of the
mortgage loans are paid back. Many Fund's net assets in
are issued and guaranteed against mortgage-backed securities
default by the U.S. government or its issued by private entities if at
agencies or instrumentalities, such the time they are issued they
as the Federal Home Loan Mortgage are 100% collateralized by
Corporation, Fannie Mae and the securities or certificates
Government National Mortgage issued or guaranteed by the U.S.
Association. Others are issued by government, its agencies or
private financial institutions, with instrumentalities. These
some fully collateralized by securities must be rated in one
certificates issued or guaranteed by of the two highest categories by
the government or its agencies or a nationally recognized
instrumentalities. statistical rating organization
(NRSRO) at the time of purchase.
The Fund may also invest in
mortgage-backed securities that
are secured by the underlying
collateral of the private
issuer. Such securities are not
government securities and are
not directly guaranteed by the
U.S. government in any way.
These include collateralized
mortgage obligations (CMOs),
real estate mortgage investment
conduits (REMICs) and commercial
mortgage-backed securities
(CMBSs). We may invest in
these securities only if they
are rated in the highest quality
category, such as AAA, by an
NRSRO. However, we may not
invest more than 20% of the
Fund's net assets in securities
that are not government
securities or are not
collateralized by government
securities.
--------------------------------------- ----------------------------------
Asset-backed securities: Bonds or We may invest only in
notes backed by accounts receivable asset-backed securities rated in
including home equity, automobile or the highest quality category,
credit loans. such as AAA, by an NRSRO.
However, we may not invest more
than 20% of the Fund's net
assets in securities (including
these asset-backed securities)
that are not government
securities or do not use
government securities as
collateral.
--------------------------------------- ----------------------------------
Repurchase agreements: An agreement Typically, the Fund uses
between a buyer of securities, such repurchase agreements as a
as the Fund, and a seller of short-term investment for its
securities, in which the seller cash position. In order to enter
agrees to buy the securities back into these repurchase
within a specified time at the same agreements, the Fund must have
price the buyer paid for them, plus collateral of at least 102% of
an amount equal to an agreed upon the repurchase price. The Fund
interest rate. Repurchase agreements will only enter into repurchase
are often viewed as equivalent to agreements in which the
cash. collateral is comprised of U.S.
government securities.
--------------------------------------- ----------------------------------
7
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Securities How we use them
--------------------------------------- ----------------------------------
Options and futures: Options At times when we anticipate
represent a right to buy or sell a adverse conditions, we may want
security or a group of securities at to protect gains on securities
an agreed upon price at a future without actually selling them.
date. The purchaser of an option may We might use options or futures
or may not choose to go through with to neutralize the effect of any
the transaction. The seller of an price declines, without selling
option, however, must go through with a bond or bonds, or as a hedge
the transaction if its purchaser against changes in interest
exercises the option. rates. We may also sell an
option contract (often referred
Futures contracts are agreements for to as "writing" an option) to
the purchase or sale of a security or earn additional income for the
a group of securities at a specified Fund.
price, on a specified date. Unlike
purchasing an option, a futures Use of these strategies can
contract must be executed unless it increase the operating costs of
is sold before the settlement date. the Fund and can lead to loss of
principal.
Certain options and futures may be
considered to be derivative
securities.
--------------------------------------- ----------------------------------
Restricted securities: Privately The Fund may invest in privately
placed securities whose resale is placed securities, including
restricted under U.S. securities laws. those that are eligible for
resale only among certain
institutional buyers without
registration, commonly known as
"Rule 144A Securities."
Restricted securities that are
determined to be illiquid may
not exceed the Fund's 10% limit
on illiquid securities, which is
described below.
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Illiquid securities: Securities that The Fund may invest up to 10% of
do not have a ready market and cannot its net assets in illiquid
be easily sold within seven days at securities.
approximately the price at which a
fund has valued them.
--------------------------------------- ----------------------------------
Interest rate swap, index swap and We may use interest rate swaps
credit default swap agreements: In to adjust the Fund's sensitivity
an interest rate swap, a fund to interest rates or to hedge
receives payments from another party against changes in interest
based on a variable or floating rates. Index swaps may be used
interest rate, in return for making to gain exposure to markets that
payments based on a fixed interest the Fund invests in, such as the
rate. An interest rate swap can also corporate bond market. We may
work in reverse with a fund receiving also use index swaps as a
payments based on a fixed interest substitute for futures or
rate and making payments based on a options contracts if such
variable or floating interest rate. contracts are not directly
In an index swap, a fund receives available to the Fund on
gains or incurs losses based on the favorable terms. We may enter
total return of a specified index, in into credit default swaps in
exchange for making interest payments order to hedge against a credit
to another party. An index swap can event, to enhance total return
also work in reverse with a fund or to gain exposure to certain
receiving interest payments from securities or markets.
another party in exchange for
movements in the total return of a
specified index. In a credit default
swap, a fund may transfer the
financial risk of a credit event
occurring (a bond default,
bankruptcy, restructuring, etc.) on a
particular security or basket of
securities to another party by paying
that party a periodic premium;
likewise, a fund may assume the
financial risk of a credit event
occurring on a particular security or
basket of securities in exchange for
receiving premium payments from
another party. Interest rate swaps,
index swaps and credit default swaps
may be considered to be illiquid.
--------------------------------------- ----------------------------------
8
The Fund may also invest in other securities, including certificates of deposit
and obligations of both U.S. and foreign banks; and corporate debt and
commercial paper. Please see the Statement of Additional Information (SAI) for
additional descriptions of these securities as well as those listed in the table
above.
Borrowing from banks
The Fund may borrow money from banks as a temporary measure for extraordinary or
emergency purposes or to facilitate redemptions. The Fund will be required to
pay interest to the lending banks on the amounts borrowed. As a result,
borrowing money could result in the Fund being unable to meet its investment
objectives. The Fund will not borrow money in excess of one-third of the value
of its net assets.
Lending securities
The Fund may lend up to 25% of its assets to qualified brokers, dealers and
institutional investors for their use in securities transactions. Borrowers of
the Fund's securities must provide collateral to the Fund and adjust the amount
of collateral each day to reflect changes in the value of the loaned securities.
These transactions may generate additional income for the Fund.
Purchasing securities on a when-issued or delayed delivery basis
The Fund may buy or sell securities on a when-issued or delayed delivery basis;
that is, paying for securities before delivery or taking delivery at a later
date. The Fund will designate cash or securities in amounts sufficient to cover
its obligations, and will value the designated assets daily.
Portfolio turnover
We anticipate that the Fund's annual portfolio turnover may be greater than
100%. A turnover rate of 100% would occur if, for example, the Fund bought and
sold all of the securities in its portfolio once in the course of a year or
frequently traded a single security. A high rate of portfolio turnover in any
year may increase brokerage commissions paid and could generate taxes for
shareholders on realized investment gains.
9
The risks of investing in the Fund
Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
part or all of the money you invest. Before you invest in the Fund, you should
carefully evaluate the risks. Because of the nature of the Fund, you should
consider your investment to be a long-term investment that typically provides
the best results when held for a number of years. The table below describes the
chief risks you assume when investing in the Fund. Please see the SAI for a
further discussion of these risks and other risks not discussed here.
--------------------------------------- ----------------------------------
Risks How we strive to manage them
--------------------------------------- ----------------------------------
Interest rate risk is the risk that Interest rate risk is the most
securities will decrease in value if significant risk for this Fund.
interest rates rise. The risk is In striving to manage this risk,
greater for bonds with longer we monitor economic conditions
maturities than for those with and the interest rate
shorter maturities. environment. We keep the
average maturity of the
Swaps may be particularly sensitive portfolio as short as is
to interest rate changes. Depending prudent, in keeping with the
on the actual movements of interest Fund's objective to provide high
rates and how well the portfolio current income.
manager anticipates them, a fund
could experience a higher or lower We will not invest in swaps with
return than anticipated. maturities of more than two
years. Each business day we
will calculate the amount the
Fund must pay for swaps it holds
and will segregate enough cash
or other liquid securities to
cover that amount.
--------------------------------------- ----------------------------------
Market risk is the risk that all or a We maintain a long-term
majority of the securities in a investment approach and focus on
certain market - like the stock or high-quality individual bonds
bond market - will decline in value that we believe can provide a
because of factors such as economic steady stream of income
conditions, future expectations or regardless of interim
investor confidence. fluctuations in the bond
market. We generally do not buy
Index swaps are subject to the same and sell securities for
market risks as the investment market short-term purposes.
or sector that the index represents.
Depending on the actual movements of In evaluating the use of an
the index and how well the portfolio index swap, we carefully
manager forecasts those movements, a consider how market changes
fund could experience a higher or could affect the swap and how
lower return than anticipated. that compares investing directly
in the market the swap is
intended to represent.
--------------------------------------- ----------------------------------
Industry and security risk: Industry For non-government securities,
risk is the risk that the value of we limit the amount of the
securities in a particular industry Fund's assets invested in any
will decline because of changing one industry and in any
expectations for the performance of individual security or issuer.
that industry. Securities risk is the We also follow a rigorous
risk that the value of an individual selection process when choosing
stock or bond will decline because of securities for the portfolio.
changing expectations for the
performance of the individual company
issuing the stock or bond.
--------------------------------------- ----------------------------------
Credit risk is the possibility that a By focusing primarily on U.S.
bond's issuer (or an entity that Treasury securities and other
insures the bond) will be unable to securities that are backed by
make timely payments of interest and the U.S. government, we minimize
principal. the possibility that any of the
securities in our portfolio will
not pay interest or principal.
U.S. government securities are
generally considered to be of
the highest quality.
When selecting non-government
securities and the dealers with
whom we execute interest rate
swaps, we focus on those with
high-quality ratings and do
careful credit analysis before
investing.
--------------------------------------- ----------------------------------
10
--------------------------------------- ----------------------------------
Risks How we strive to manage them
--------------------------------------- ----------------------------------
Prepayment risk: The risk that We take into consideration the
homeowners will prepay mortgages likelihood of prepayment when we
during periods of low interest rates, select mortgages. We may look
forcing a fund to reinvest its money for mortgage securities that
at interest rates that might be lower have characteristics that make
than those on the prepaid mortgage. them less likely to be prepaid,
Prepayment risk may also affect other such as low outstanding loan
types of debt securities, but balances or below-market
generally to a lesser extent than interest rates.
mortgage securities.
--------------------------------------- ----------------------------------
Liquidity risk is the possibility U.S. Treasuries and other U.S.
that securities cannot be readily government debt securities are
sold within seven days at typically the most liquid
approximately the price at which a securities available. Therefore,
fund values them. liquidity risk is not a
significant risk for this Fund.
Swap agreements will be treated
as illiquid securities, but most
swap dealers will be willing to
repurchase interest rate swaps
within seven days.
We limit exposure to illiquid
securities to no more than 10%
of the Fund's net assets.
--------------------------------------- ----------------------------------
Derivatives risk is the possibility We will use derivatives for
that a fund may experience a defensive purposes, such as to
significant loss if it employs a protect gains or hedge against
derivatives strategy (including a potential losses in the
strategy involving swaps such as portfolio without actually
interest rate swaps, index swaps and selling a security, to
credit default swaps) related to a neutralize the impact of
security or a securities index and interest rate changes, to affect
that security or index moves in the diversification or to earn
opposite direction from what the additional income.
portfolio management team had
anticipated. Another risk of
derivative transactions is the
creditworthiness of the counterparty
because the transaction depends on
the willingness and ability of the
counterparty to fulfill its
contractual obligations. Derivatives
also involve additional expenses,
which could reduce any benefit or
increase any loss to a fund from
using the strategy.
--------------------------------------- ----------------------------------
Disclosure of portfolio holdings information
A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
11
Who manages the Fund
Investment manager
The Fund is managed by Delaware Management Company (the "Manager"), a series of
Delaware Management Business Trust, which is an indirect subsidiary of Delaware
Management Holdings, Inc. the Manager makes investment decisions for the Fund,
manages the Fund's business affairs and provides daily administrative services.
For its services to the Fund, the Manager was paid an aggregate fee of 0.35% of
average daily net assets for the last fiscal year, after giving effect to
waivers by the Manager.
A discussion of the basis for the Board of Trustees' approval of the Fund's
investment advisory contract is available in the Fund's semiannual report to
shareholders for the period ended June 30, 2005.
Portfolio managers
Stephen R. Cianci and Paul Grillo have day-to-day responsibilities for making
investment decisions for the Fund.
Stephen R. Cianci, Senior Vice President/Senior Portfolio Manager, holds a BS
and an MBA in Finance from Widener University. Mr. Cianci became co-manager of
the Fund in January 1999. He joined the Manager's fixed-income department in
1992 as an investment grade quantitative research analyst. In addition to his
quantitative research responsibilities, Mr. Cianci also served as a
mortgage-backed and asset-backed securities analyst. Mr. Cianci is an Adjunct
Professor of Finance at Widener University and is a CFA charterholder.
Paul Grillo, Senior Vice President/Senior Portfolio Manager, holds a bachelor's
degree in Business Management from North Carolina State University and an MBA in
Finance from Pace University. Mr. Grillo became co-manager of the Fund in
January 1999. Prior to joining the Manager in 1993, he served as Mortgage
Strategist and Trader at the Dreyfus Corporation. He also served as Mortgage
Strategist and Portfolio Manager at Chemical Investment Group and as Financial
Analyst at Chemical Bank. Mr. Grillo is a CFA charterholder.
The SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio managers and the portfolio
managers' ownership of Fund shares.
12
Who's who?
This diagram shows the various organizations involved with managing,
administering and servicing the Delaware Investments(R)Funds.
[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED WITH
MANAGING, ADMINISTERING AND SERVICING THE DELAWARE INVESTMENTS FUNDS]
Board of Trustees
Custodian
Investment Manager JPMorgan Chase Bank
Delaware Management Company 4 Chase Metrotech Center
2005 Market Street The Funds Brooklyn, NY 11245
Philadelphia, PA 19103-7094
Service agent
Distributor Delaware Service Company, Inc.
Delaware Distributors, L.P. 2005 Market Street
2005 Market Street Philadelphia, PA 19103-7094
Philadelphia, PA 19103-7094
Financial intermediary wholesaler
Portfolio managers Lincoln Financial Distributors,
(see page 12 for details) Inc.
2001 Market Street
Philadelphia, PA 19103-7055
Financial advisors
Shareholders
Board of Trustees A mutual fund is governed by a board of trustees which has
oversight responsibility for the management of the fund's business affairs.
Trustees establish procedures and oversee and review the performance of the
investment manager, the distributor and others that perform services for the
fund. Generally, at least 40% of the board of trustees must be independent of a
fund's investment manager and distributor. However, the Fund relies on certain
exemptive rules adopted by the SEC that require its Board of Trustees to be
comprised of a majority of such independent Trustees. These independent
Trustees, in particular, are advocates for shareholder interests.
Investment manager An investment manager is a company responsible for selecting
portfolio investments consistent with the objective and policies stated in the
mutual fund's prospectus. The investment manager places portfolio orders with
broker/dealers and is responsible for obtaining the best overall execution of
those orders. A written contract between a mutual fund and its investment
manager specifies the services the manager performs. Most management contracts
provide for the manager to receive an annual fee based on a percentage of the
fund's average daily net assets. The manager is subject to numerous legal
restrictions, especially regarding transactions between itself and the funds it
advises.
Portfolio managers Portfolio managers are employed by the investment manager to
make investment decisions for individual portfolios on a day-to-day basis.
Custodian Mutual funds are legally required to protect their portfolio
securities and most funds place them with a qualified bank custodian who
segregates fund securities from other bank assets.
Distributor Most mutual funds continuously offer new shares to the public
through distributors who are regulated as broker/dealers and are subject to NASD
rules governing mutual fund sales practices.
13
Financial intermediary wholesaler Pursuant to a contractual arrangement with
Delaware Distributors, L.P., Lincoln Financial Distributors, Inc. (LFD) is
primarily responsible for promoting the sale of fund shares through
broker/dealers, financial advisors and other financial intermediaries.
Service agent Mutual fund companies employ service agents (sometimes called
transfer agents) to maintain records of shareholder accounts, calculate and
disburse dividends and capital gains and prepare and mail shareholder statements
and tax information, among other functions. Many service agents also provide
customer service to shareholders.
Shareholders Like shareholders of other companies, mutual fund shareholders have
specific voting rights. Material changes in the terms of a fund's management
contract must be approved by a shareholder vote, and funds seeking to change
fundamental investment policies must also seek shareholder approval.
14
About your account
Investing in the Fund
Institutional Class shares are available for purchase only by the following:
o retirement plans introduced by persons not associated with brokers or
dealers that are primarily engaged in the retail securities business and
rollover Individual Retirement Accounts ("IRAs") from such plans;
o tax-exempt employee benefit plans of the Fund's Manager or its affiliates
and of securities dealer firms with a selling agreement with the
Distributor;
o institutional advisory accounts (including mutual funds) managed by the
Fund's Manager or its affiliates and clients of Delaware Investments
Advisers, an affiliate of the Manager, as well as affiliates, corporate
sponsors, subsidiaries, related employee benefit plans and rollover IRAs
of, or from, such institutional advisory accounts;
o a bank, trust company and similar financial institution investing for its
own account or for the account of its trust customers for whom the
financial institution is exercising investment discretion in purchasing
shares of the Class, except where the investment is part of a program that
requires payment to the financial institution of a Rule 12b-1 Plan fee;
o registered investment advisors investing on behalf of clients that consist
solely of institutions and high net-worth individuals having at least
$1,000,000 entrusted to the advisor for investment purposes. Use of
Institutional Class shares is restricted to advisors who are not affiliated
or associated with a broker or dealer and who derive compensation for their
services exclusively from their advisory clients;
o certain plans qualified under Section 529 of the Internal Revenue Code (the
"Code") for which the Fund's Manager, Distributor or service agent or one
or more of their affiliates provide record keeping, administrative,
investment management, marketing, distribution or similar services; and
o programs sponsored by financial intermediaries that require the purchase of
Institutional Class shares.
How to buy shares
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By mail
Complete an investment slip and mail it with your check, made payable to the
fund and class of shares you wish to purchase, to Delaware Investments, 2005
Market Street, Philadelphia, PA 19103-7094. If you are making an initial
purchase by mail, you must include a completed investment application (or an
appropriate retirement plan application if you are opening a retirement account)
with your check.
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By wire
Ask your bank to wire the amount you want to invest to Bank of New York, ABA
#021000018, Bank Account number 8900403748. Include your account number and the
name of the fund and class of shares in which you want to invest. If you are
making an initial purchase by wire, you must first call us at 800 510-4015 so we
can assign you an account number.
[GRAPHIC OMITTED: EXCHANGE SYMBOL]
By exchange
You may exchange all or part of your investment in one or more Delaware
Investments(R)Funds for shares of other Delaware Investments(R) Funds. Please
keep in mind, however, that you may not exchange your shares for Class B, Class
C or Class R shares. To open an account by exchange, call your Client Services
Representative at 800 510-4015.
15
[GRAPHIC OMITTED: SYMBOL OF A PERSON]
Through your financial advisor
Your financial advisor can handle all the details of purchasing shares,
including opening an account. Your financial advisor may charge a separate fee
for this service.
The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receive your order before the close of regular
trading on the New York Stock Exchange (NYSE), which is normally 4:00 p.m.
Eastern Time, you will pay that day's closing share price, which is based on the
Fund's net asset value (NAV). If your order is received after the close of
regular trading on the NYSE, you will pay the next business day's price. A
business day is any day that the NYSE is open for business (Business Day). We
reserve the right to reject any purchase order.
We determine the NAV per share for each class of the Fund at the close of
regular trading on the NYSE on each Business Day. The NAV per share for each
class of the Fund is calculated by subtracting the liabilities of each class
from its total assets and dividing the resulting number by the number of shares
outstanding for that class. We generally price securities and other assets for
which market quotations are readily available at their market value. We price
fixed-income securities on the basis of valuations provided to us by an
independent pricing service that uses methods approved by the Board of Trustees.
We price any fixed-income securities that have a maturity of less than 60 days
at amortized cost, which approximates market value. For all other securities, we
use methods approved by the Board of Trustees that are designed to price
securities at their fair market value.
Fair valuation
When the Fund uses fair value pricing, it may take into account any factors it
deems appropriate. The Fund may determine fair value based upon developments
related to a specific security, current valuations of foreign stock indices (as
reflected in U.S. futures markets) and/or U.S. sector or broader stock market
indices. The price of securities used by the Fund to calculate its NAV may
differ from quoted or published prices for the same securities. Fair value
pricing may involve subjective judgments and it is possible that the fair value
determined for a security is materially different than the value that could be
realized upon the sale of that security.
The Fund anticipates using fair value pricing for securities primarily traded on
U.S. exchanges only under very limited circumstances, such as the early closing
of the exchange on which a security is traded or suspension of trading in the
security. The Fund may use fair value pricing more frequently for securities
primarily traded in non-U.S. markets because, among other things, most foreign
markets close well before the Fund values its securities at 4:00 p.m. Eastern
Time. The earlier close of these foreign markets gives rise to the possibility
that significant events, including broad market moves, may have occurred in the
interim. To account for this, the Fund may frequently value many foreign equity
securities using fair value prices based on third party vendor modeling tools to
the extent available.
Subject to the Board's oversight, the Fund's Board has delegated responsibility
for valuing the Fund's assets to a Pricing Committee of the Manager, which
operates under the policies and procedures approved by the Board as described
above.
Document delivery
If you have an account in the same Delaware Investments(R)Fund as another person
or entity at your address, we are sending you one copy of the Fund's prospectus,
annual and semiannual reports to that address unless you opt otherwise. This
will help us reduce the printing and mailing expenses associated with the Fund.
We will continue to send one copy of each of these documents to that address
until you notify us that you wish individual materials. If you wish to receive
individual materials, please call your Client Services Representative at 800
510-4015. We will begin sending you individual copies of these documents 30 days
after receiving your request.
How to redeem shares
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16
By mail
You may redeem your shares (sell them back to the Fund) by mail by writing to:
Delaware Investments, 2005 Market Street, Philadelphia, PA 19103-7094. All
owners of the account must sign the request, and for redemptions of more than
$100,000, you must include a signature guarantee for each owner. You can also
fax your written request to 267 256-8990. Signature guarantees are also required
when redemption proceeds are going to an address other than the address of
record on the account.
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By telephone
You may redeem up to $100,000 of your shares by telephone. You may have the
proceeds sent to you by check, or, if you redeem at least $1,000 of shares, you
may have the proceeds sent directly to your bank by wire. Bank information must
be on file before you request a wire redemption.
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By wire
You may redeem $1,000 or more of your shares and have the proceeds deposited
directly to your bank account, normally the next Business Day after we receive
your request. If you request a wire deposit, a bank wire fee may be deducted
from your proceeds. Bank information must be on file before you request a wire
redemption.
[GRAPHIC OMITTED: SYMBOL OF A PERSON]
Through your financial advisor
Your financial advisor can handle all the details of redeeming your shares. Your
financial advisor may charge a separate fee for this service.
If you hold your shares in certificates, you must submit the certificates with
your request to sell the shares. We recommend that you send your certificates by
certified mail.
When you send us a properly completed request to redeem or exchange shares, and
we or an authorized agent receive the request before the close of regular
trading on the NYSE (normally 4:00 p.m. Eastern Time), you will receive the NAV
as next determined after we receive your request. If we receive your request
after the close of regular trading on the NYSE, you will receive the NAV next
determined on the next Business Day. You may have to pay taxes on the proceeds
from your sale of shares. We will send you a check, normally the next Business
Day, but no later than seven days after we receive your request to sell your
shares. If you purchased your shares by check, we will wait until your check has
cleared, which can take up to 15 days, before we send your redemption proceeds.
Through checkwriting
You may redeem Class A shares by writing checks of $500 or more. Checks must be
signed by all owners of the account unless you indicate otherwise on your
Investment Application. The checkwriting feature is not available for retirement
plans. Also, because dividends are declared daily, you may not close your
account by writing a check. When you write checks you are subject to bank
regulations and may be subject to a charge if the check amount exceeds the value
of your account.
Account minimum
If you redeem shares and your account balance falls below $250, the Fund may
redeem your account after 60 days' written notice to you.
Exchanges You may generally exchange all or part of your shares for shares, of
the same class in another Delaware Investments(R)Fund. If you exchange shares to
a fund that has a sales charge, you will pay any applicable sales charges on
your new shares. You do not pay sales charges on shares that you acquired
through the reinvestment of dividends. You may have to pay taxes on your
exchange. When you exchange sharFes, you are purchasing shares in another fund,
so you should be sure to get a copy of the fund's prospectus and read it
carefully before buying shares through an exchange. You may not exchange your
shares for Class B, Class C or Class R shares of another Delaware
Investments(R)Fund. We may refuse the purchase side of any exchange request, if,
in the investment Manager's judgment, the Fund would be unable to invest
effectively in accordance with its investment objectives and policies or would
otherwise potentially be adversely affected.
17
Frequent trading of Fund shares
The Fund discourages purchases by market timers and purchase orders (including
the purchase side of exchange orders) by shareholders identified as market
timers may be rejected. The Fund's Board of Trustees has adopted policies and
procedures designed to detect, deter and prevent trading activity detrimental to
the Fund and its shareholders, such as market timing. The Fund will consider
anyone who follows a pattern of market timing in any Delaware Investments(R)Fund
or the Optimum Fund Trust to be a market timer and may consider anyone who has
followed a similar pattern of market timing at an unaffiliated fund family to be
a market timer.
Market timing of a fund occurs when investors make consecutive, rapid,
short-term "roundtrips" - that is, purchases into a fund followed quickly by
redemptions out of that fund. A short-term roundtrip is any redemption of fund
shares within 20 business days of a purchase of that fund's shares. If you make
a second such short-term roundtrip in a fund within the same calendar quarter as
a previous short-term roundtrip in that fund, you may be considered a market
timer. In determining whether market timing has occurred, the Fund will consider
short-term roundtrips to include rapid purchases and sales of Fund shares
through the exchange privilege. The Fund reserves the right to consider other
trading patterns to be market timing.
Your ability to use the Fund's exchange privilege may be limited if you are
identified as a market timer. If you are identified as a market timer, we will
execute the redemption side of your exchange order but may refuse the purchase
side of your exchange order. The Fund reserves the right to restrict or reject,
without prior notice, any purchase order or exchange order for any reason,
including any purchase order or exchange order accepted by any shareholder's
financial intermediary or in any omnibus-type account. Transactions placed in
violation of the Fund's market timing policy are not necessarily deemed accepted
by the Fund and may be rejected by the Fund on the next business day following
receipt by the Fund.
Redemptions will continue to be permitted in accordance with the Fund's current
Prospectus. A redemption of shares under these circumstances could be costly to
a shareholder if, for example, the shares have declined in value, the
shareholder recently paid a front-end sales charge, the shares are subject to a
contingent deferred sales charge or the sale results in adverse tax
consequences. To avoid this risk, a shareholder should carefully monitor the
purchases, sales and exchanges of Fund shares and avoid frequent trading in Fund
shares.
The Fund reserves the right to modify this policy at any time without notice,
including modifications to the Fund's monitoring procedures and the procedures
to close accounts to new purchases. Although the implementation of this policy
involves judgments that are inherently subjective, we seek to apply this policy
uniformly in all cases and to make judgments and applications that are
consistent with the interests of the Fund's shareholders. While we will take
actions designed to detect and prevent market timing, there can be no assurance
that such trading activity will be completely eliminated. Moreover, the Fund's
market timing policy does not require the Fund to take action in response to
frequent trading activity.
Risks of market timing
By realizing profits through short-term trading, shareholders that engage in
rapid purchases and sales or exchanges of the Fund's shares dilute the value of
shares held by long-term shareholders. Volatility resulting from excessive
purchases and sales or exchanges of Fund shares, especially involving large
dollar amounts, may disrupt efficient portfolio management. In particular, the
Fund may have difficulty implementing its long-term investment strategies if it
is forced to maintain a higher level of its assets in cash to accommodate
significant short-term trading activity. Excessive purchases and sales or
exchanges of the Fund's shares may also force the Fund to sell portfolio
securities at inopportune times to raise cash to accommodate short-term trading
activity. This could adversely affect the Fund's performance if, for example,
the Fund incurs increased brokerage costs and realization of taxable capital
gains without attaining any investment advantage.
A fund that invests significantly in foreign securities may be particularly
susceptible to short-term trading strategies. This is because foreign securities
are typically traded on markets that close well before the time the fund
calculates its NAV (typically, 4:00 p.m. Eastern Time). Developments that occur
between the closing of the foreign market and the fund's NAV calculation may
affect the value of these foreign securities. The time zone differences among
international stock markets can allow a shareholder engaging in a short-term
trading strategy to exploit differences in fund share prices that are based on
closing prices of foreign securities established some time before a fund
calculates its own share price.
Any fund that invests in securities that are thinly traded, traded infrequently
or relatively illiquid has the risk that the securities prices used to calculate
the fund's NAV may not accurately reflect current market values. A shareholder
18
may seek to engage in short-term trading to take advantage of these pricing
differences. Funds that may be adversely affected by such arbitrage include, in
particular, funds that significantly invest in small-cap securities, technology
and other specific industry sector securities, and in certain fixed-income
securities, such as high-yield bonds, asset-backed securities or municipal
bonds.
Transaction monitoring procedures
The Fund, through its transfer agent, maintains surveillance procedures designed
to detect excessive or short-term trading in Fund shares. This monitoring
process involves several factors, which include scrutinizing transactions in
fund shares for violations of the Fund's market timing policy or other patterns
of short-term or excessive trading. For purposes of these transaction monitoring
procedures, the Fund may consider trading activity by multiple accounts under
common ownership, control or influence to be trading by a single entity. Trading
activity identified by these factors, or as a result of any other available
information, will be evaluated to determine whether such activity might
constitute market timing. These procedures may be modified from time to time to
improve the detection of excessive or short-term trading or to address other
concerns. Such changes may be necessary or appropriate, for example, to deal
with issues specific to certain retirement plans, plan exchange limits, U.S.
Department of Labor regulations, certain automated or pre-established exchange,
asset allocation or dollar cost averaging programs, or omnibus account
arrangements.
Omnibus account arrangements are common forms of holding shares of the Fund,
particularly among certain broker/dealers and other financial intermediaries,
including sponsors of retirement plans and variable insurance products. The Fund
will attempt to apply its monitoring procedures to these omnibus accounts and to
the individual participants in such accounts. In an effort to discourage market
timers in such accounts, the Fund may consider enforcement against market timers
at the participant level and at the omnibus level, up to and including
termination of the omnibus account's authorization to purchase Fund shares.
Limitations on ability to detect and curtail market timing Shareholders seeking
to engage in market timing may employ a variety of strategies to avoid detection
and, despite the efforts of the Fund and its agents to detect market timing in
Fund shares, there is no guarantee that the Fund will be able to identify these
shareholders or curtail their trading practices. In particular, the Fund may not
be able to detect market timing attributable to a particular investor who
effects purchase, redemption and/or exchange activity in Fund shares through
omnibus accounts. The difficulty of detecting market timing may be further
compounded if these entities utilize multiple tiers or omnibus accounts.
Dividends, distributions and taxes
Dividends and Distributions. The Fund has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code. As a
regulated investment company, the Fund generally pays no federal income tax on
the income and gains it distributes to you. The Fund expects to declare
dividends daily and distribute all of its net investment income, if any, to
shareholders as dividends monthly. The Fund will also distribute net capital
gains, if any, annually. The amount of any distribution will vary, and there is
no guarantee the Fund will pay either an income dividend or a capital gain
distribution. We automatically reinvest all dividends and any capital gains,
unless you direct us to do otherwise.
Annual Statements. Every January, you will receive a statement that shows the
tax status of distributions you received the previous year. Distributions
declared in December but paid in January are taxable as if they were paid in
December. Mutual funds may reclassify income after your tax reporting statement
is mailed to you. Prior to issuing your statement, the Fund makes every effort
to search for reclassified income to reduce the number of corrected forms mailed
to shareholders. However, when necessary, the Fund will send you a corrected
Form 1099-DIV to reflect reclassified information.
Avoid "Buying A Dividend." If you invest in the Fund shortly before the record
date of a taxable distribution, the distribution will lower the value of the
Fund's shares by the amount of the distribution and, in effect, you will receive
some of your investment back in the form of a taxable distribution.
Tax Considerations. In general, if you are a taxable investor, Fund
distributions are taxable to you at either ordinary income or capital gains tax
rates. This is true whether you reinvest your distributions in additional Fund
shares or receive them in cash.
For federal income tax purposes, Fund distributions of short-term capital gains
are taxable to you as ordinary income. Fund distributions of long-term capital
gains are taxable to you as long-term capital gains no matter how
19
long you have owned your shares. A portion of income dividends designated by the
Fund may be qualified dividend income eligible for taxation by individual
shareholders at long-term capital gain rates provided certain holding period
requirements are met.
A sale or redemption of Fund shares is a taxable event and, accordingly, a
capital gain or loss may be recognized. For tax purposes, an exchange of your
Fund shares for shares of a different Delaware Investments(R)Fund is the same as
a sale.
By law, if you do not provide the Fund with your proper taxpayer identification
number and certain required certifications, you may be subject to backup
withholding on any distributions of income, capital gains or proceeds from the
sale of your shares. The Fund also must withhold if the IRS instructs it to do
so. When withholding is required, the amount will be 28% of any distributions or
proceeds paid.
Fund distributions and gains from the sale or exchange of your Fund shares
generally are subject to state and local taxes. Non-U.S. investors may be
subject to U.S. withholding or estate tax, and are subject to special U.S. tax
certification requirements.
This discussion of "Dividends, distributions and taxes" is not intended or
written to be used as tax advice. Because everyone's tax situation is unique,
you should consult your tax professional about federal, state, local or foreign
tax consequences before making an investment in the Fund.
Certain management considerations
Investments by fund of funds and similar investment vehicles
The Fund may accept investments from funds of funds, including those offered by
the Delaware Investments(R)Funds, as well as similar investment vehicles, such
as 529 Plans. A "529 Plan" is a college savings program that operates under
Section 529 of the Internal Revenue Code. From time to time, the Fund may
experience large investments or redemptions due to allocations or rebalancings
by these funds of funds and/or similar investment vehicles. While it is
impossible to predict the overall impact of these transactions over time, there
could be adverse effects on portfolio management. For example, the Fund may be
required to sell securities or invest cash at times when it would not otherwise
do so. These transactions could also have tax consequences if sales of
securities result in gains, and could also increase transaction costs or
portfolio turnover. The Manager will monitor transactions by the funds of funds
and will attempt to minimize any adverse effects on both the Fund and the funds
of funds as a result of these transactions.
Manager of managers structure
At a shareholder meeting held on March 23, 2005 (or as adjourned), the Fund's
shareholders approved a "manager of managers" structure that would permit the
Manager to appoint and replace sub-advisors, enter into sub-advisory agreements,
and amend and terminate sub-advisory agreements with respect to the Fund,
subject to Board approval but without shareholder approval (the "Manager of
Managers Structure"). While the Manager does not currently expect to use the
Manager of Managers Structure with respect to the Fund, the Manager may, in the
future, recommend to the Fund's Board the establishment of the Manager of
Managers Structure by recommending the hiring of one or more sub-advisors to
manage all or a portion of the Fund's portfolio if it believes that doing so
would be likely to enhance the Fund's performance by introducing a different
investment style or focus.
The ability to implement the Manager of Managers Structure with respect to the
Fund is contingent upon the receipt of an exemptive order from the U.S.
Securities and Exchange Commission (the "SEC") or the adoption of a rule by the
SEC authorizing the implementation of the Manager of Managers Structure. The use
of the Manager of Managers Structure with respect to the Fund may be subject to
certain conditions set forth in the SEC exemptive order or rule. There can be no
assurance that the SEC will grant the Fund's application for an exemptive order
or adopt such a rule.
The Manager of Managers Structure would enable the Fund to operate with greater
efficiency and without incurring the expense and delays associated with
obtaining shareholder approval of sub-advisory agreements. The Manager of
Managers Structure would not permit investment management fees paid by the Fund
to be increased without shareholder approval or change the Manager's
responsibilities to the Fund, including the Manager's responsibility for all
advisory services furnished by a sub-advisor.
20
Financial highlights
The financial highlights table is intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling 800 510-4015.
Delaware Limited-Term Government Fund Institutional Class
Year ended 12/31
2005 2004 2003 2002 2001
Net asset value, beginning of period $8.480 $8.620 $8.770 $8.600 $8.430
Income (loss) from investment operations:
Net investment income 0.291 0.256 0.234 0.364 0.437
Net realized and unrealized gain (loss) on investments (0.132) (0.047) (0.038) 0.255 0.238
------- ------- ------- ------- -------
Total from investment operations 0.159 0.209 0.196 0.619 0.675
------- ------- ------- ------- -------
Less dividends and distributions from:
Net investment income (0.369) (0.349) (0.328) (0.449) (0.505)
Return of capital ---- ---- (0.018) ---- ----
------- ------- ------- ------- -------
Total dividends and distributions (0.369) (0.349) (0.346) (0.449) (0.505)
------- ------- ------- ------- -------
Net asset value, end of period $8.270 $8.480 $8.620 $8.770 $8.600
======= ======= ======= ======= =======
Total return(1) 1.91% 2.46% 2.27% 7.27% 8.34%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $26,070 $21,732 $16,667 $13,289 $7,116
Ratio of expenses to average net assets 0.67% 0.60% 0.60% 0.60% 0.74%
Ratio of expenses to average net assets prior to
expense limitation and expenses paid indirectly 0.82% 0.83% 0.86% 0.90% 0.93%
Ratio of net investment income to average net assets 3.47% 3.00% 2.72% 4.14% 5.07%
Ratio of net investment income to average net assets
prior to expense limitation and expenses paid
indirectly 3.32% 2.77% 2.46% 3.84% 4.88%
Portfolio turnover 259% 313% 483% 313% 386%
(1) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of dividends and
distributions at net asset value. Total investment return reflects a waiver
and payment of fees by the manager. Performance would have been lower had
the expense limitation not been in effect.
21
How to read the financial highlights
Net investment income (loss)
Net investment income (loss) includes dividend and interest income earned from a
fund's investments; it is after expenses have been deducted.
Net realized and unrealized gain (loss) on investments
A realized gain occurs when we sell an investment at a profit, while a realized
loss occurs when we sell an investment at a loss. When an investment increases
or decreases in value but we do not sell it, we record an unrealized gain or
loss. The amount of realized gain per share, if any, that we pay to shareholders
would be listed under "Less dividends and distributions from: Net realized gain
on investments."
Net asset value (NAV)
This is the value of a mutual fund share, calculated by dividing the net assets
by the number of shares outstanding.
Total return
This represents the rate that an investor would have earned or lost on an
investment in a fund. In calculating this figure for the financial highlights
table, we include applicable fee waivers and assume the shareholder has
reinvested all dividends and realized gains.
Net assets
Net assets represent the total value of all the assets in a fund's portfolio,
less any liabilities, that are attributable to that class of the fund.
Ratio of expenses to average net assets
The expense ratio is the percentage of net assets that a fund pays annually for
operating expenses and management fees. These expenses include accounting and
administration expenses, services for shareholders, and similar expenses.
Ratio of net investment income (loss) to average net assets
We determine this ratio by dividing net investment income (loss) by average net
assets.
Portfolio turnover
This figure tells you the amount of trading activity in a fund's portfolio. A
turnover rate of 100% would occur if, for example, a fund bought and sold all of
the securities in its portfolio once in the course of a year or frequently
traded a single security. A high rate of portfolio turnover in any year may
increase brokerage commissions paid and could generate taxes for shareholders on
realized investment gains.
22
Glossary
How to use this glossary
This glossary includes definitions of investment terms, many of which are used
throughout the Prospectus. If you would like to know the meaning of an
investment term that is not explained in the text please check the glossary.
Amortized cost
Amortized cost is a method used to value a fixed-income security that starts
with the face value of the security and then adds or subtracts from that value
depending on whether the purchase price was greater or less than the value of
the security at maturity. The amount greater or less than the par value is
divided equally over the time remaining until maturity.
Appreciation
An increase in the value of an investment.
Average maturity
An average of when the individual bonds and other debt securities held in a
portfolio will mature.
Bond
A debt security, like an IOU, issued by a company, municipality or government
agency. In return for lending money to the issuer, a bond buyer generally
receives fixed periodic interest payments and repayment of the loan amount on a
specified maturity date. A bond's price changes prior to maturity and typically
is inversely related to current interest rates. Generally, when interest rates
rise, bond prices fall, and when interest rates fall, bond prices rise. See
Fixed-income securities.
Bond ratings
Independent evaluations of creditworthiness, ranging from Aaa/AAA (highest
quality) to D (lowest quality). Bonds rated Baa/BBB or better are considered
investment grade. Bonds rated Ba/BB or lower are commonly known as junk bonds.
See also Nationally recognized statistical ratings organization.
Capital
The amount of money you invest.
Capital gains distributions
Payments to mutual fund shareholders of profits (realized gains) from the sale
of a fund's portfolio securities. Usually paid once a year; may be either
short-term gains or long-term gains.
Compounding
Earnings on an investment's previous earnings.
Consumer Price Index (CPI)
Measurement of U.S. inflation; represents the price of a basket of commonly
purchased goods.
Corporate bond
A debt security issued by a corporation. See Bond.
Cost basis
The original purchase price of an investment, used in determining capital gains
and losses.
Depreciation
A decline in an investment's value.
Diversification
The process of spreading investments among a number of different securities,
asset classes or investment styles to reduce the risks of investing.
23
Dividend distribution
Payments to mutual fund shareholders of dividends passed along from the fund's
portfolio of securities.
Duration
A measurement of a fixed-income investment's price volatility. The larger the
number, the greater the likely price change for a given change in interest
rates.
Expense ratio
A mutual fund's total operating expenses, expressed as a percentage of its total
net assets. Operating expenses are the costs of running a mutual fund, including
management fees, offices, staff, equipment and expenses related to maintaining
the fund's portfolio of securities and distributing its shares. They are paid
from the fund's assets before any earnings are distributed to shareholders.
Financial advisor
Financial professional (e.g., broker, banker, accountant, planner or insurance
agent) who analyzes clients' finances and prepares personalized programs to meet
objectives.
Fixed-income securities
With fixed-income securities, the money you originally invest is paid back at a
pre-specified maturity date. These securities, which include government,
corporate or municipal bonds, as well as money market securities, typically pay
a fixed rate of return (often referred to as interest). See Bond.
Government securities
Securities issued by the U.S. government or its agencies. They include
Treasuries as well as agency-backed securities such as Fannie Maes.
Inflation
The increase in the cost of goods and services over time. U.S. inflation is
frequently measured by changes in the Consumer Price Index (CPI).
Investment goal
The objective, such as long-term capital growth or high current income, that a
mutual fund pursues.
Management fee
The amount paid by a mutual fund to the investment manager or management
services, expressed as an annual percentage of the fund' s average daily net
assets.
Market capitalization
The value of a corporation determined by multiplying the current market price of
a share of common stock by the number of shares held by shareholders. A
corporation with one million shares outstanding and the market price per share
of $10 has a market capitalization of $10 million.
Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.
Merrill Lynch 1-3 Year U.S. Treasury Index
An unmanaged index of U.S. Treasury notes and bonds with maturities greater than
or equal to one year and less than three years. It does not include inflation
linked U.S. government bonds.
NASD
The National Association of Securities Dealers, Inc., which is responsible for
regulating the securities industry.
Nationally recognized statistical ratings organization (NRSRO)
A company that assesses the credit quality of bonds, commercial paper, preferred
and common stocks and municipal short-term issues, rating the probability that
the issuer of the debt will meet the scheduled interest payments and repay the
principal. Ratings are published by such companies as Moody's Investors Service,
Inc. (Moody's), Standard & Poor's, a division of the McGraw-Hill Companies, Inc.
(S&P), and Fitch, Inc. (Fitch).
24
Net assets
The total value of all the assets in a fund's portfolio, less any liabilities.
Net asset value (NAV)
The daily dollar value of one mutual fund share. Equal to a fund's net assets
divided by the number of shares outstanding.
Preferred stock
Preferred stock has preference over common stock in the payment of dividends and
liquidation of assets. Preferred stock also often pays dividends at a fixed rate
and is sometimes convertible into common stock.
Principal
Amount of money you invest (also called capital). Also refers to a bond's
original face value, due to be repaid at maturity.
Prospectus
The official offering document that describes a mutual fund, containing
information required by the SEC, such as investment objectives, policies,
services and fees.
Redeem
To cash in your shares by selling them back to the mutual fund.
Risk
Generally defined as variability of value; also credit risk, inflation risk,
currency and interest rate risk. Different investments involve different types
and degrees of risk.
SEC (Securities and Exchange Commission)
Federal agency established by Congress to administer the laws governing the
securities industry, including mutual funds.
Share classes
Different classifications of shares. Mutual fund share classes offer a variety
of sales charge choices.
Signature guarantee
Certification by a bank, brokerage firm or other financial institution that a
customer's signature is valid. Signature guarantees can be provided by members
of the STAMP program.
Standard deviation
A measure of an investment's volatility; for mutual funds, measures how much a
fund's total return has typically varied from its historical average.
Statement of Additional Information (SAI)
A document that provides more information about a fund's organization,
management, investments, policies and risks.
Stock
An investment that represents a share of ownership (equity) in a corporation.
Stocks are often referred to as common stocks or equities.
25
Total return
An investment performance measurement, expressed as a percentage, based on the
combined earnings from dividends, capital gains and change in price over a given
period.
Volatility
The tendency of an investment to go up or down in value by different magnitudes.
Investments that generally go up or down in value in relatively small amounts
are considered "low volatility" investments, whereas those investments that
generally go up or down in value in relatively large amounts are considered
"high volatility" investments.
26
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders. In the Fund's shareholder
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during the period
covered by the report. You can find more information about the Fund in the
current Statement of Additional Information (SAI), which we have filed
electronically with the Securities and Exchange Commission (SEC) and which is
legally a part of this Prospectus (it is incorporated by reference). If you want
a free copy of the SAI, the annual or semiannual report, or if you have any
questions about investing in the Fund, you can write to us at 2005 Market
Street, Philadelphia, PA 19103-7094, or call toll-free 800 510-4015. The Fund's
SAI and annual and semiannual reports to shareholders are also available, free
of charge, through the Fund's internet Web site (www.delawareinvestments.com).
You may also obtain additional information about the Fund from your financial
advisor.
You can find reports and other information about the Fund on the EDGAR database
on the SEC Web site (www.sec.gov). You can also get copies of this information,
after payment of a duplicating fee, by e-mailing the SEC at publicinfo@sec.gov
or by writing to the Public Reference Section of the SEC, Washington, D.C.
20549-0102. Information about the Fund, including its SAI, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. You can get
information on the Public Reference Room by calling the SEC at 202 551-8090.
Web site
www.delawareinvestments.com
E-mail
service@delinvest.com
Client Services Representative
800 510-4015
Delaphone Service
800 362-FUND (800 362-3863)
For convenient access to account information or current performance information
on all Delaware Investments(R)Funds seven days a week, 24 hours a day, use this
Touch-Tone(R)service.
--------------------------------------- --------- --------
DELAWARE FUND SYMBOLS
--------------------------------------- --------- --------
Delaware Limited-Term Government Fund CUSIP NASDAQ
--------------------------------------- --------- --------
Institutional Class 245912506 DTINX
--------------------------------------- --------- --------
Investment Company Act file number: 811-03363
PR-047 [--] IVES 4/05
STATEMENT OF
ADDITIONAL INFORMATION April 30, 2006
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
Delaware Limited-Term Government Fund
2005 Market Street
Philadelphia, PA 19103-7094
For more information about Institutional Class Shares: 800 510-4015
For Prospectus, Performance and Information on Existing Accounts of
Class A Shares, Class B Shares, Class C Shares and Class R Shares: 800 523-1918
Dealer Services (Broker/Dealers Only): 800 362-7500
This Statement of Additional Information ("Part B") describes shares of
Delaware Limited-Term Government Fund (the "Fund"), which is a series of
Delaware Group Limited-Term Government Funds (the "Trust"). The Fund offers
Class A, B, C and R Shares (collectively, the "Fund Classes") and Institutional
Class Shares. All references to "shares" in this Part B refer to all classes of
shares of the Fund, except where noted. The Fund's investment manager is
Delaware Management Company, a series of Delaware Management Business Trust (the
"Manager").
This Part B supplements the information contained in the current
Prospectuses for the Fund, each dated April 30, 2006, as they may be amended
from time to time. This Part B should be read in conjunction with the applicable
Prospectus. This Part B is not itself a prospectus but is, in its entirety,
incorporated by reference into each Prospectus. A Prospectus may be obtained by
writing or calling your investment dealer or by contacting the Fund's national
distributor, Delaware Distributors, L.P. (the "Distributor"), at the above
address or by calling the above phone numbers. The Fund's financial statements,
the notes relating thereto, the financial highlights and the report of
independent registered public accounting firm are incorporated by reference from
the Annual Report into this Part B. The Annual Report will accompany any request
for Part B. The Annual Report can be obtained, without charge, by calling 800
523-1918.
-----------------------------------------------------------------------------------------------
TABLE OF CONTENTS
------------------------------------------------------------------------------------------------
Page Page
--------------------------------------- ------ ------------------------------------- ----------
Cover Page 1 Purchasing Shares 28
--------------------------------------- ------ ------------------------------------- ----------
Organization and Classification 2 Investment Plans 39
--------------------------------------- ------ ------------------------------------- ----------
Investment Objectives, Restrictions Determining Offering Price and Net
and Policies 2 Asset Value 42
--------------------------------------- ------ ------------------------------------- ----------
Investment Strategies and Risks 5 Redemption and Exchange 43
--------------------------------------- ------ ------------------------------------- ----------
Disclosure of Portfolio Holdings 14 Distributions and Taxes 50
--------------------------------------- ------ ------------------------------------- ----------
Management of the Trust 15 Performance Information 55
--------------------------------------- ------ ------------------------------------- ----------
Investment Manager and Other Service
Providers 21 Financial Statements 56
--------------------------------------- ------ ------------------------------------- ----------
Portfolio Managers 24 Principal Holders 56
--------------------------------------- ------ ------------------------------------- ----------
Trading Practices and Brokerage 26 Appendix A - Description of Ratings 58
--------------------------------------- ------ ------------------------------------- ----------
Capital Structure 27
--------------------------------------- ------ ------------------------------------- ----------
1
ORGANIZATION AND CLASSIFICATION
Organization
The Trust was organized as a Pennsylvania business trust in 1981,
reorganized as a Maryland corporation in 1990 and reorganized again as a
Delaware statutory trust on December 15, 1999. Effective as of the close of
business on August 28, 1995, the Trust's name was changed from Delaware Group
Treasury Reserves, Inc. to Delaware Group Limited-Term Government Funds, Inc.
Effective as of December 15, 1999, the Trust's name was changed from Delaware
Group Limited-Term Government Funds, Inc. to Delaware Group Limited-Term
Government Funds.
Classification
The Trust is an open-end management investment company. The Fund's
portfolio of assets is "diversified" as defined by the Investment Company Act of
1940, as amended ("1940 Act").
INVESTMENT OBJECTIVES, RESTRICTIONS AND POLICIES
Investment Objectives
The Fund's investment objectives are non-fundamental, and may be changed
without shareholder approval. However, the Trust's Board of Trustees must
approve any changes to non-fundamental investment objectives and a Fund will
notify shareholders prior to a material change in the Fund's investment
objective.
Fundamental Investment Restrictions
The Trust has adopted the following restrictions for the Fund which cannot
be changed without approval by the holders of a "majority" of the Fund's
outstanding shares, which is a vote by the holders of the lesser of: (i) 67% or
more of the voting securities present in person or by proxy at a meeting, if the
holders of more than 50% of the outstanding voting securities are present or
represented by proxy; or (ii) more than 50% of the outstanding voting
securities. The percentage limitations contained in the restrictions and
policies set forth herein apply at the time of purchase of securities.
The Fund shall not:
1. Make investments that will result in the concentration (as that term may
be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and
Exchange Commission ("SEC") staff interpretation thereof) of its investments in
the securities of issuers primarily engaged in the same industry, provided that
this restriction does not limit the Fund from investing in obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities, or in
tax-exempt obligations or certificates of deposit.
2. Borrow money or issue senior securities, except as the 1940 Act, any
rule or order thereunder, or SEC staff interpretation thereof, may permit.
3. Underwrite the securities of other issuers, except that the Fund may
engage in transactions involving the acquisition, disposition or resale of its
portfolio securities under circumstances where it may be considered to be an
underwriter under the Securities Act of 1933, as amended (the "1933 Act").
4. Purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments and provided that this restriction does not
prevent the Fund from investing in issuers that invest, deal or otherwise engage
in transactions in real estate or interests therein, or investing in securities
that are secured by real estate or interests therein.
2
5. Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments and provided that this restriction
does not prevent the Fund from engaging in transactions involving futures
contracts and options thereon or investing in securities that are secured by
physical commodities.
6. Make loans, provided that this restriction does not prevent the Fund
from purchasing debt obligations, entering into repurchase agreements, loaning
its assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.
Non-Fundamental Investment Restrictions
In addition to the fundamental policies and investment restrictions
described above, and the various general investment policies described in the
Prospectus, the Fund will be subject to the following investment restrictions,
which are considered non-fundamental and may be changed by the Board of Trustees
without shareholder approval.
1. The Fund is permitted to invest in other investment companies, including
open-end, closed-end or unregistered investment companies, either within the
percentage limits set forth in the 1940 Act, any rule or order thereunder, or
SEC staff interpretation thereof, or without regard to percentage limits in
connection with a merger, reorganization, consolidation or other similar
transaction. However, the Fund may not operate as a "fund of funds" which
invests primarily in the shares of other investment companies as permitted by
Section 12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as
investments by such a "fund of funds."
2. The Fund may not invest more than 15% of its net assets in securities
which it cannot sell or dispose of in the ordinary course of business within
seven days at approximately the value at which the Fund has valued the
investment.
3. The Fund may not invest more than 5% of the market or other fair value
of its assets in the securities of any one issuer (other than obligations of, or
guaranteed by, the U.S. government, its agencies or instrumentalities).
The Fund has been advised by the staff of the SEC that it is the staff's
position that, under the 1940 Act, the Fund may invest (i) no more than 10% of
its assets in the aggregate in certain CMOs and REMICs which are deemed to be
investment companies under the 1940 Act and issue their securities pursuant to
an exemptive order from the SEC, and (ii) no more than 5% of its assets in any
single issue of such CMOs or REMICs.
4. The Fund may not make loans, except to the extent that purchases of debt
obligations (including repurchase agreements) in accordance with the Fund's
investment objective and policies are considered loans and except that the Fund
may loan up to 25% of its assets to qualified broker/dealers or institutional
investors for their use relating to short sales or other security transactions.
5. The Fund may not purchase or sell real estate but this shall not prevent
the Fund from investing in securities secured by real estate or interests
therein.
6. The Fund may not purchase more than 10% of the outstanding voting or
nonvoting securities of any issuer, or invest in companies for the purpose of
exercising control or management.
7. The Fund may not engage in the underwriting of securities of other
issuers, except that in connection with the disposition of a security, the Fund
may be deemed to be an "underwriter" as that term is defined in the 1933 Act.
8. The Fund may not make any investment which would cause more than 25% of
the market or other fair value of its total assets to be invested in the
securities of issuers all of which conduct their principal business activities
in the same industry. This restriction does not apply to obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities.
3
9. The Fund may not write, purchase or sell options, puts, calls or
combinations thereof, except that the Fund may: (i) write covered call options
with respect to any part or all of its portfolio securities; (ii) purchase call
options to the extent that the premiums paid on all outstanding call options do
not exceed 2% of the Fund's total assets; (iii) write secured put options; and
(iv) purchase put options to the extent that the premiums on all outstanding put
options do not exceed 2% of the Fund's total assets and only if the Fund owns
the security covered by the put option at the time of purchase. The Fund may
sell put options or call options previously purchased or enter into closing
transactions with respect to such options.
10. The Fund may not enter into futures contracts or options thereon,
except that the Fund may enter into futures contracts to the extent that not
more than 5% of the Fund's assets are required as futures contract margin
deposits and only to the extent that obligations under such contracts or
transactions represent not more than 20% of the Fund's assets.
11. The Fund may not purchase securities on margin or make short sales of
securities.
12. The Fund may not invest in warrants or rights except where acquired in
units or attached to other securities.
13. The Fund may not purchase or retain the securities of any issuer any of
whose officers, trustees or security holders is a Trustee or officer of the or
of its Manager if or so long as the trustees and officers of the Trust and of
its Manager together own beneficially more than 5% of any class of securities of
such issuer.
14. The Fund may not invest in interests in oil, gas or other mineral
exploration or development programs.
15. The Fund may not invest more than 10% of the Fund's total assets in
repurchase agreements maturing in more than seven days and other illiquid
assets.
16. The Fund may not borrow money in excess of one-third of the value of
its net assets and then only as a temporary measure for extraordinary purposes
or to facilitate redemptions. The Fund has no intention of increasing its net
income through borrowing. Any borrowing will be done from a bank and to the
extent that such borrowing exceeds 5% of the value of the Fund's net assets,
asset coverage of at least 300% is required. In the event that such asset
coverage shall at any time fall below 300%, the Fund shall, within three days
thereafter (not including Sunday or holidays) or such longer period as the SEC
may prescribe by rules and regulations, reduce the amount of its borrowings to
such an extent that the asset coverage of such borrowings shall be at least
300%. The Fund will not pledge more than 10% of its net assets. The Fund will
not issue senior securities as defined in the 1940 Act, except for notes to
banks. Securities will not be purchased while the Fund has an outstanding
borrowing.
Although not a fundamental investment restriction, the Fund currently does
not invest its assets in real estate limited partnerships.
The Fund will invest in securities for income earnings rather than trading
for profit. The Fund will not vary portfolio investments, except to: (i)
eliminate unsafe investments and investments not consistent with the
preservation of the capital or the tax status of the investments of the Fund;
(ii) honor redemption orders, meet anticipated redemption requirements, and
negate gains from discount purchases; (iii) reinvest the earnings from
securities in like securities; or (iv) defray normal administrative expenses.
In applying the Fund's fundamental policy concerning concentration that is
described above, it is a matter of non-fundamental policy that: (i) utility
companies will be divided according to their services, for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry; (ii) financial service companies will be classified according to the
end users of their services, for example, automobile finance, bank finance and
diversified finance will each be considered a separate industry; and (iii) asset
backed securities will be classified according to the underlying assets securing
such securities.
4
Portfolio Turnover
Portfolio trading will be undertaken principally to accomplish the Fund's
investment objective. The Fund is free to dispose of portfolio securities at any
time, subject to complying with the Internal Revenue Code and the 1940 Act, when
changes in circumstances or conditions make such a move desirable in light of
the Fund's investment objective. The Fund will not attempt to achieve or be
limited to a predetermined rate of portfolio turnover. Such turnover always will
be incidental to transactions undertaken with a view to achieving the Fund's
investment objective.
The portfolio turnover rate tells you the amount of trading activity in the
Fund's portfolio. A turnover rate of 100% would occur, for example, if all of
the Fund's investments held at the beginning of a year were replaced by the end
of the year, or if a single investment was frequently traded. The turnover rate
also may be affected by cash requirements from redemptions and repurchases of
the Fund's shares. A high rate of portfolio turnover in any year may increase
brokerage commissions paid and could generate taxes for shareholders on realized
investment gains. In investing to achieve its investment objective, the Fund may
hold securities for any period of time.
The Fund generally may be expected to engage in active and frequent trading
of portfolio securities, which means that portfolio turnover can be expected to
exceed 100%. The Fund has, in the past, experienced portfolio turnover rates
that were significantly in excess of 100%. For the past two fiscal years ended
December 31, 2005 and 2004, the Fund's portfolio turnover rates were 259% and
313%, respectively.
INVESTMENTS STRATEGIES AND RISKS
Asset-Backed Securities
The Fund may invest in securities which are backed by assets such as
receivables on home equity and credit loans, receivables regarding automobile,
mobile home and recreational vehicle loans, wholesale dealer floor plans and
leases or other loans or financial receivables currently available or which may
be developed in the future.
Such receivables are securitized in either a pass-through or a pay-through
structure. Pass-through securities provide investors with an income stream
consisting of both principal and interest payments in respect of the receivables
in the underlying pool. Pay-through asset-backed securities are debt obligations
issued usually by a special purpose entity, which are collateralized by the
various receivables and in which the payments on the underlying receivables
provide the funds to pay the debt service on the debt obligations issued.
The rate of principal payment on asset-backed securities generally depends
on the rate of principal payments received on the underlying assets. Such rate
of payments may be affected by economic and various other factors such as
changes in interest rates or the concentration of collateral in a particular
geographic area. Therefore, the yield may be difficult to predict and actual
yield to maturity may be more or less than the anticipated yield to maturity.
Due to the shorter maturity of the collateral backing such securities, there
tends to be less of a risk of substantial prepayment than with mortgage-backed
securities but the risk of such a prepayment does exist. Such asset-backed
securities do, however, involve certain risks not associated with
mortgage-backed securities, including the risk that security interests cannot be
adequately or in many cases ever established, and other risks which may be
peculiar to particular classes of collateral. For example, with respect to
credit card receivables, a number of state and federal consumer credit laws give
debtors the right to set off certain amounts owed on the credit cards, thereby
reducing the outstanding balance. In the case of automobile receivables, there
is a risk that the holders may not have either a proper or first security
interest in all of the obligations backing such receivables due to the large
number of vehicles involved in a typical issuance and technical requirements
under state laws; therefore, recoveries on repossessed collateral may not always
be available to support payments on the securities.
Asset-backed securities are often backed by a pool of assets representing
the obligations of a number of different parties. To lessen the effect of
failures by obligors on underlying assets to make payments, such securities may
contain elements of credit support. Such credit support falls into two
categories: (i) liquidity protection, and
5
(ii) protection against losses resulting from ultimate default by an obligor on
the underlying assets. Liquidity protection refers to the provisions of
advances, generally by the entity administering the pool of assets, to ensure
that the receipt of payments due on the underlying pool is timely. Protection
against losses resulting from ultimate default enhances the likelihood of
payments of the obligations on at least some of the assets in the pool. Such
protection may be provided through guarantees, insurance policies or letters of
credit obtained by the issuer or sponsor from third parties, through various
means of structuring the transaction or through a combination of such
approaches. The Fund will not pay any additional fees for such credit support,
although the existence of credit support may increase the price of a security.
Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments, sometimes funded from a portion of the
payments on the underlying assets, are held in reserve against future losses)
and "over collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceeds that required to make payments of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit information respecting the level of credit risk associated
with the underlying assets. Delinquencies or losses in excess of those
anticipated could adversely affect the return on an investment in such issue.
Average Effective Duration
The average effective duration of the Fund will typically be between two
and three years. This is considered a short to intermediate range duration.
Some of the securities in the Fund's portfolio may have periodic interest
rate adjustments based upon an index such as the 91-day Treasury bill rate. This
periodic interest rate adjustment tends to lessen the volatility of the
security's price. With respect to securities with an interest rate adjustment
period of one year or less, the Fund will, when determining average weighted
maturity, treat such a security's maturity as the amount of time remaining until
the next interest rate adjustment.
Instruments such as Government National Mortgage Association ("GNMA"),
Fannie Mae, Federal Home Loan Mortgage Corporation ("FHLMC") securities and
similar securities backed by amortizing loans generally have shorter effective
maturities than their stated maturities. This is due to changes in amortization
caused by demographic and economic forces such as interest rate movements. These
effective maturities are calculated based upon historical payment patterns. For
purposes of determining the Fund's average effective duration, the maturities of
such securities will be calculated based upon the issuing agency's payment
factors using industry-accepted valuation models.
Bank Obligations
The Fund may invest in certificates of deposit, bankers' acceptances and
other short-term obligations of U.S. commercial banks and their overseas
branches and foreign banks of comparable quality, provided each such bank
combined with its branches has total assets of at least one billion dollars. Any
obligations of foreign banks shall be denominated in U.S. dollars. Obligations
of foreign banks and obligations of overseas branches of U.S. banks are subject
to somewhat different regulations and risks than those of U.S. domestic banks.
In particular, a foreign country could impose exchange controls which might
delay the release of proceeds from that country. Such deposits are not covered
by the Federal Deposit Insurance Corporation. Because of conflicting laws and
regulations, an issuing bank could maintain that liability for an investment is
solely that of the overseas branch which could expose the Fund to a greater risk
of loss. The Fund will only buy short-term instruments in nations where these
risks are minimal. The Fund will consider these factors along with other
appropriate factors in making an investment decision to acquire such obligations
and will only acquire those which, in the opinion of management, are of an
investment quality comparable to other debt securities bought by the Fund.
6
Commercial Paper
The Fund may invest in short-term promissory notes issued by corporations
which at the time of purchase are rated P-1 and/or A-1. Commercial paper ratings
P-1 by Moody's and A-1 by S&P are the highest investment grade category.
Corporate Debt
The Fund may invest in corporate notes and bonds rated A or above. Moody's
Investors Service, Inc. ("Moody's") uses the following categories for bonds
rated A or above: Aaa--judged to be the best quality. They carry the smallest
degree of investment risk; Aa--judged to be of high quality by all standards;
A--possess favorable attributes and are considered "upper medium" grade
obligations. Standard & Poor's ("S&P") uses the following categories for bonds
rated A or above: AAA--highest grade obligations. They possess the ultimate
degree of protection as to principal and interest; AA--also qualify as high
grade obligations, and in the majority of instances differ from AAA issues only
in a small degree; A--strong ability to pay interest and repay principal
although more susceptible to changes in circumstances.
Credit Default Swaps
The Fund may enter into credit default swap ("CDS") contracts to the extent
consistent with its investment objectives and strategies. A CDS contract is a
risk-transfer instrument (in the form of a derivative security) through which
one party (the "purchaser of protection") transfers to another party (the
"seller of protection") the financial risk of a Credit Event (as defined below),
as it relates to a particular reference security or basket of securities (such
as an index). In exchange for the protection offered by the seller of
protection, the purchaser of protection agrees to pay the seller of protection a
periodic premium. In the most general sense, the benefit for the purchaser of
protection is that, if a Credit Event should occur, it has an agreement that the
seller of protection will make it whole in return for the transfer to the seller
of protection of the reference security or securities. The benefit for the
seller of protection is the premium income it receives. The Fund might use CDS
contracts to limit or to reduce the risk exposure of the Fund to defaults of the
issuer or issuers of its holdings (i.e., to reduce risk when the Fund owns or
has exposure to such securities). The Fund also might use CDS contracts to
create or vary exposure to securities or markets.
CDS transactions may involve general market, illiquidity, counterparty and
credit risks. CDS prices may also be subject to rapid movements in response to
news and events affecting the underlying securities. The aggregate notional
amount (typically, the principal amount of the reference security or securities)
of the Fund's investments in the CDS contracts will be limited to 15% of its
total net assets. As the purchaser or seller of protection, the Fund may be
required to segregate cash or other liquid assets to cover its obligations under
certain CDS contracts.
Where the Fund is a purchaser of protection, it will designate on its books
and records cash or liquid securities sufficient to cover its premium payments
under the CDS. To the extent that the Fund, as a purchaser of protection, may be
required in the event of a credit default to deliver to the counterparty (1) the
reference security (or basket of securities), (2) a security (or basket of
securities) deemed to be the equivalent of the reference security (or basket of
securities), or (3) the negotiated monetary value of the obligation, the Fund
will designate the reference security (or basket of securities) on its books and
records as being held to satisfy its obligation under the CDS or, where the Fund
does not own the reference security (or basket of securities), the Fund will
designate on its books and records cash or liquid securities sufficient to
satisfy the potential obligation. To the extent that the Fund, as a seller of
protection, may be required in the event of a credit default to deliver to the
counterparty some or all of the notional amount of the CDS, it will designate on
its books and records cash or liquid securities sufficient to cover the
obligation. If the CDS permits the Fund to offset its obligations against the
obligations of the counterparty under the CDS, then the Fund will only designate
on its books and records cash or liquid securities sufficient to cover the
Fund's net obligation to the counterparty, if any. All cash and liquid
securities designated by the Fund to cover its obligations under CDSs will be
marked to market daily to cover these obligations.
As the seller of protection in a CDS contract, the Fund would be required
to pay the par (or other agreed-upon) value of a reference security (or basket
of securities) to the counterparty in the event of a default, bankruptcy,
failure to pay, obligation acceleration, modified restructuring or agreed upon
event (each of these events is a "Credit
7
Event"). If a Credit Event occurs, the Fund generally would receive the security
or securities to which the Credit Event relates in return for the payment to the
purchaser of the par value. Provided that no Credit Event occurs, the Fund would
receive from the counterparty a periodic stream of payments over the term of the
contract in return for this credit protection. In addition, if no Credit Event
occurs during the term of the CDS contract, the Fund would have no delivery
requirement or payment obligation to the purchaser of protection. As the seller
of protection, the Fund would have credit exposure to the reference security (or
basket of securities). The Fund will not sell protection in a CDS contract if it
cannot otherwise hold the security (or basket of securities).
As the purchaser of protection in a CDS contract, the Fund would pay a
premium to the seller of protection. In return, the Fund would be protected by
the seller of protection from a Credit Event on the reference security (or
basket of securities). A risk in this type of transaction is that the seller of
protection may fail to satisfy its payment obligations to the Fund if a Credit
Event should occur. This risk is known as counterparty risk and is described in
further detail below.
If the purchaser of protection does not own the reference security (or
basket of securities), the purchaser of protection may be required to purchase
the reference security (or basket of securities) in the case of a Credit Event
on the reference security (or basket of securities). If the purchaser of
protection cannot obtain the security (or basket of securities), it may be
obligated to deliver a security (or basket of securities) that is deemed to be
equivalent to the reference security (or basket of securities) or the negotiated
monetary value of the obligation.
Each CDS contract is individually negotiated. The term of a CDS contract,
assuming no Credit Event occurs, is typically between two and five years. CDS
contracts may be unwound through negotiation with the counterparty.
Additionally, a CDS contract may be assigned to a third party. In either case,
the unwinding or assignment involves the payment or receipt of a separate
payment by the Fund to terminate the CDS contract.
A significant risk in CDS transactions is the creditworthiness of the
counterparty because the integrity of the transaction depends on the willingness
and ability of the counterparty to meet its contractual obligations. If there is
a default by a counterparty who is a purchaser of protection, the Fund's
potential loss is the agreed upon periodic stream of payments from the purchaser
of protection. If there is a default by a counterparty that is a seller of
protection, the Fund's potential loss is the failure to receive the par value or
other agreed upon value from the seller of protection if a Credit Event should
occur. CDS contracts do not involve the delivery of collateral to support each
party's obligations; therefore, the Fund will only have contractual remedies
against the counterparty pursuant to the CDS agreement. As with any contractual
remedy, there is no guarantee that the Fund would be successful in pursuing such
remedies. For example, the counterparty may be judgment proof due to insolvency.
The Fund thus assumes the risk that it will be delayed or prevented from
obtaining payments owed to it.
Futures
Futures contracts are agreements for the purchase or sale for future
delivery of securities. While futures contracts provide for the delivery of
securities, deliveries usually do not occur. A purchase of a futures contract
means the acquisition of a contractual right to obtain delivery to the Fund of
the securities called for by the contract at a specified price during a
specified future month. The Fund will not enter into futures contracts to the
extent that more than 5% of the Fund's assets are required as futures contract
margin deposits and will not engage in such transactions to the extent that
obligations relating to such transactions exceed 20% of the Fund's assets.
Contracts are generally terminated by entering into an offsetting
transaction. When the Fund enters into a futures transaction, it must deliver to
the futures commission merchant selected by the Fund an amount referred to as
"initial margin." This amount is maintained by the futures commission merchant
in an account at the Fund's custodian bank. Thereafter, a "variation margin" may
be paid by the Fund to, or drawn by the Fund from, such account in accordance
with controls set for such account, depending upon changes in the price of the
underlying securities subject to the futures contract.
In addition, when the Fund engages in futures transactions, to the extent
required by the SEC, it will maintain with its custodian, assets in a segregated
account to cover its obligations with respect to such contracts,
8
which assets will consist of cash, cash equivalents or high quality debt
securities from its portfolio in an amount equal to the difference between the
fluctuating market value of such futures contracts and the aggregate value of
the margin payments made by the Fund with respect to such futures contracts.
The Fund may enter into such futures contracts to protect against the
adverse effects of fluctuations in interest rates without actually buying or
selling such securities. Similarly, when it is expected that interest rates may
decline, futures contracts may be purchased to hedge in anticipation of
subsequent purchases of government securities at higher prices.
With respect to options on futures contracts, when the Fund is not fully
invested, it may purchase a call option on a futures contract to hedge against a
market advance due to declining interest rates. The writing of a call option on
a futures contract constitutes a partial hedge against declining prices of the
securities which are deliverable upon exercise of the futures contract. If the
futures price at the expiration of the option is below the exercise price, the
Fund will retain the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in the portfolio holdings. The
writing of a put option on a futures contract constitutes a partial hedge
against increasing prices of the securities which are deliverable upon exercise
of the futures contract. If the futures price at expiration of the option is
higher than the exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any increase in the price
of government securities which the Fund intends to purchase.
If a put or call option the Fund has written is exercised, the Fund will
incur a loss which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between the value of its portfolio
securities and changes in the value of its futures positions, the Fund's losses
from existing options on futures may, to some extent, be reduced or increased by
changes in the value of portfolio securities. The Fund will purchase a put
option on a futures contract to hedge the Fund's portfolio against the risk of
rising interest rates.
To the extent that interest rates move in an unexpected direction, the Fund
may not achieve the anticipated benefits of futures contracts or options on
futures contracts or may realize a loss. For example, if the Fund is hedged
against the possibility of an increase in interest rates which would adversely
affect the price of government securities held in its portfolio and interest
rates decrease instead, the Fund will lose part or all of the benefit of the
increased value of its government securities which it has because it will have
offsetting losses in its futures position. In addition, in such situations, if
the Fund had insufficient cash, it may be required to sell government securities
from its portfolio to meet daily variation margin requirements. Such sales of
government securities may, but will not necessarily, be at increased prices
which reflect the rising market. The Fund may be required to sell securities at
a time when it may be disadvantageous to do so.
Further, with respect to options on futures contracts, the Fund may seek to
close out an option position by writing or buying an offsetting position
covering the same securities or contracts and have the same exercise price and
expiration date. The ability to establish and close out positions on options
will be subject to the maintenance of a liquid secondary market, which cannot be
assured.
Mortgage-Backed Securities
In addition to mortgage-backed securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, the Fund may also invest up to
35% of its assets in securities issued by certain private, non-government
corporations, such as financial institutions, if the securities are fully
collateralized at the time of issuance by securities or certificates issued or
guaranteed by the U.S. government, its agencies or instrumentalities. Two
principal types of mortgage-backed securities are collateralized mortgage
obligations (CMOs) and real estate mortgage investment conduits (REMICs). The
Fund currently invests in privately-issued CMOs and REMICs only if they are
rated at the time of purchase in the two highest grades by a nationally
recognized statistical ratings organization.
CMOs are debt securities issued by U.S. government agencies or by financial
institutions and other mortgage lenders and collateralized by a pool of
mortgages held under an indenture. CMOs are issued in a number of classes
9
or series with different maturities. The classes or series are retired in
sequence as the underlying mortgages are repaid. Prepayment may shorten the
stated maturity of the obligation and can result in a loss of premium, if any
has been paid. Certain of these securities may have variable or floating
interest rates and others may be stripped (securities which provide only the
principal or interest feature of the underlying security).
Stripped mortgage securities are usually structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. A common type of stripped mortgage security will have
one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the "interest-only" class), while the other class will receive
all of the principal (the "principal-only" class). The yield to maturity on an
interest-only class is extremely sensitive not only to changes in prevailing
interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on the security's yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, the Fund may fail to fully recoup its initial
investment in these securities even if the securities are rated in the highest
rating categories.
Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, these securities were only recently developed. As a result,
established trading markets have not yet been fully developed and, accordingly,
these securities are generally illiquid and to such extent, together with any
other illiquid investments, will not exceed 10% of the Fund's net assets.
REMICs, which were authorized under the Tax Reform Act of 1986, are private
entities formed for the purpose of holding a fixed pool of mortgages secured by
an interest in real property. REMICs are similar to CMOs in that they issue
multiple classes of securities and certain REMICs also may be stripped.
The Fund may also invest in CMOs, REMICs and commercial mortgage-backed
securities (CMBS) that are not issued or guaranteed by, or fully collateralized
by securities issued or guaranteed by, the U.S. government, its agencies or
instrumentalities ("non-agency mortgage-backed securities"). These securities
are secured by the underlying collateral of the private issuer. The Fund may
invest its assets in such privately-issued CMOs, REMICs and CMBS only if the
securities are rated in the top rating category by a nationally-recognized
statistical rating organization (e.g., AAA by S&P or Aaa by Moody's). The Fund
may not invest more than 20% of its assets in securities, including CMOs, REMICS
and CMBS, that are not issued or guaranteed by, or fully collateralized by
securities issued or guaranteed by, the U.S. government, its agencies or
instrumentalities.
CMBS are issued by special purpose entities that represent an undivided
interest in a portfolio of mortgage loans backed by commercial properties. The
loans are collateralized by various types of commercial property, which include,
but are not limited to, multi-family housing, retail shopping centers, office
space, hotels and health care facilities. Private lenders, such as banks or
insurance companies, originate these loans and then sell the loans directly into
a CMBS trust or other entity. CMBS are subject to credit risk, prepayment risk
and extension risk. The Manager addresses credit risk by investing in CMBS that
are rated in the top rating category by a nationally-recognized statistical
rating organization. Although prepayment risk is present, it is of a lesser
degree in the CMBS than in the residential mortgage market. Unlike other asset
classes, commercial loans have structural impediments to refinancing that
include lockout periods, prepayment penalties, yield maintenance and defeasance.
These devices reduce the uncertainty introduced by prepayment options. The
Manager carefully analyzes the composition and proportions of various prepayment
provisions to protect against unscheduled payments. Extension risk is the risk
that balloon payments (i.e., the final payment on commercial mortgages, which
are substantially larger than other periodic payments under the mortgage) are
deferred beyond their originally scheduled date for payment. Extension risk
measures the impact of a borrower's ability to pay the balloon payment in a
timely fashion, while maintaining loan payments in accordance with the terms
specified in the loan. For the investor, extension will increase the average
life of the security, generally resulting in lower yield for discount bonds and
a higher yield for premium bonds. The Manager models and stress tests extension
risk and invests only in structures where extension risk is acceptable under
various scenarios.
10
Options
The Fund may purchase call options, write call options on a covered basis,
write secured put options and purchase put options on a covered basis only, and
will not engage in option writing strategies for speculative purposes.
The Fund may invest in options that are either exchange listed or traded
over-the-counter. Certain over-the-counter options may be Iilliquid. Thus, it
may not be possible to close option positions and this may have an adverse
impact on the Fund's ability to effectively hedge its securities. The Fund will
not, however, invest more than 10% of its assets in illiquid securities.
Covered Call Writing. The Fund may write covered call options from time to
time on such portion of its portfolio, without limit, as Manager determines is
appropriate in seeking to obtain the Fund's investment objective. A call option
gives the purchaser of such option the right to buy, and the writer, in this
case the Fund, has the obligation to sell the underlying security at the
exercise price during the option period. The advantage to the Fund of writing
covered calls is that the Fund receives a premium which is additional income.
However, if the security rises in value, the Fund may not fully participate in
the market appreciation.
During the option period, a covered call option writer may be assigned an
exercise notice by the broker/dealer through whom such call option was sold,
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction cannot be effected with respect to
an option once the option writer has received an exercise notice for such
option.
With respect to options on actual portfolio securities owned by the Fund,
the Fund may enter into closing purchase transactions. A closing purchase
transaction is one in which the Fund, when obligated as a writer of an option,
terminates its obligation by purchasing an option of the same series as the
option previously written.
Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option, to prevent an underlying security from
being called, to permit the sale of the underlying security or to enable the
Fund to write another call option on the underlying security with either a
different exercise price or expiration date or both. The Fund may realize a net
gain or loss from a closing purchase transaction depending upon whether the net
amount of the original premium received on the call option is more or less than
the cost of effecting the closing purchase transaction. Any loss incurred in a
closing purchase transaction may be partially or entirety offset by the premium
received from a sale of a different call option on the same underlying security.
Such a loss may also be wholly or partially offset by unrealized appreciation in
the market value of the underlying security. Conversely, a gain resulting from a
closing purchase transaction could be offset in whole or in part by a decline in
the market value of the underlying security.
If a call option expires unexercised, the Fund will realize a short-term
capital gain in the amount of the premium on the option less the commission
paid. Such a gain, however, may be offset by depreciation in the market value of
the underlying security during the option period. If a call option is exercised,
the Fund will realize a gain or loss from the sale of the underlying security
equal to the difference between the cost of the underlying security and the
proceeds of the sale of the security plus the amount of the premium on the
option less the commission paid.
The market value of a call option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the price volatility of the underlying
security and the time remaining until the expiration date.
The Fund will write call options only on a covered basis, which means that
the Fund will own the underlying security subject to a call option at all times
during the option period. Unless a closing purchase transaction is effected, the
Fund would be required to continue to hold a security which it might otherwise
wish to sell or deliver a security it would want to hold. Options written by the
Fund will normally have expiration dates between one and
11
nine months from the date written. The exercise price of a call option may be
below, equal to or above the current market value of the underlying security at
the time the option is written.
Purchasing Call Options. The Fund may purchase call options to the extent
that premiums paid by the Fund do not aggregate more than 2% of the Fund's total
assets. The advantage of purchasing call options is that the Fund may alter
portfolio characteristics, and modify portfolio maturities without incurring the
cost associated with portfolio transactions.
The Fund may, following the purchase of a call option, liquidate its
position by effecting a closing sale transaction. This is accomplished by
selling an option of the same Fund as the option previously purchased. The Fund
will realize a profit from a closing sale transaction if the price received on
the transaction is more than the premium paid to purchase the original call
option; the Fund will realize a loss from a closing sale transaction if the
price received on the transaction is less than the premium paid to purchase the
original call option.
Although the Fund will generally purchase only those call options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option, or
at any particular time, and for some options no secondary market on an exchange
may exist. In such event, it may not be possible to effect closing transactions
in particular options, with the results that the Fund would have to exercise its
options in order to realize any profit and would incur brokerage commissions
upon the exercise of such options and upon the subsequent disposition of the
underlying securities acquired through the exercise of such options. Further,
unless the price of the underlying security changes sufficiently, a call option
purchased by the Fund may expire without any value to the Fund.
Purchasing Put Options. The Fund will only purchase put options to the
extent that the premiums on all outstanding put options do not exceed 2% of the
Fund's total assets. A put option purchased by the Fund gives it the right to
sell one of its securities for an agreed price up to an agreed date. However,
the Fund must pay a premium for this right, whether it exercises it or not. The
Fund will, at all times during which it holds a put option, own the security
covered by such option.
The Fund intends to purchase put options in order to protect against a
decline in the market value of the underlying security below the exercise price
less the premium paid for the option ("protective puts"). The ability to
purchase put options will allow the Fund to protect an unrealized gain in an
appreciated security in its portfolio without actually selling the security. If
the security does not drop in value, the Fund will lose the value of the premium
paid. The Fund may sell a put option which it has previously purchased prior to
the sale of the securities underlying such option. Such sales will result in a
net gain or loss depending on whether the amount received on the sale is more or
less than the premium and other transaction costs paid on the put option which
is sold.
The Fund may sell a put option purchased on individual portfolio
securities. Additionally, the Fund may enter into closing sale transactions. A
closing sale transaction is one in which the Fund, when it is the holder of an
outstanding option, liquidates its position by selling an option of the same
series as the option previously purchased.
Writing Put Options. The Fund may also write put options on a secured basis
which means that the Fund will maintain in a segregated account with its
custodian, cash or U.S. government securities in an amount not less than the
exercise price of the option at all times during the option period. The amount
of cash or U.S. government securities held in the segregated account will be
adjusted on a daily basis to reflect changes in the market value of the
securities covered by the put option written by the Fund. Secured put options
will generally be written in circumstances where the Manager wishes to purchase
the underlying security for the Fund's portfolio at a price lower than the
current market price of the security. In such event, the Fund would write a
secured put option at an exercise price which, reduced by the premium received
on the option, reflects the lower price it is willing to pay.
Following the writing of a put option, the Fund may wish to terminate the
obligation to buy the security underlying the option by effecting a closing
purchase transaction. This is accomplished by buying an option of the
12
same series as the option previously written. The Fund may not, however, effect
such a closing transaction after it has been notified of the exercise of the
option.
Portfolio Loan Transactions
The Fund may loan up to 25% of its assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
It is the understanding of the Manager that the staff of the SEC permits
portfolio lending by registered investment companies if certain conditions are
met. These conditions are as follows: (i) each transaction must have 100%
collateral in the form of cash, short-term U.S. government securities, or
irrevocable letters of credit payable by banks acceptable to the Fund from the
borrower; (ii) this collateral must be valued daily and should the market value
of the loaned securities increase, the borrower must furnish additional
collateral to the Fund; (iii) the Fund must be able to terminate the loan after
notice, at any time; (iv) the Fund must receive reasonable interest on any loan,
and any dividends, interest or other distributions on the lent securities, and
any increase in the market value of such securities; (v) the Fund may pay
reasonable custodian fees in connection with the loan; and (vi) the voting
rights on the lent securities may pass to the borrower; however, if the Trustees
of the Trust know that a material event will occur affecting an investment loan,
they must either terminate the loan in order to vote the proxy or enter into an
alternative arrangement with the borrower to enable the trustees to vote the
proxy.
The major risk to which the Fund would be exposed on a loan transaction is
the risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, the Fund will only enter into loan arrangements
after a review of all pertinent facts by the Manager, under the supervision of
the Board of Trustees, including the creditworthiness of the borrowing broker,
dealer or institution and then only if the consideration to be received from
such loans would justify the risk. Creditworthiness will be monitored on an
ongoing basis by the Manager.
Repurchase Agreements
In order to invest its cash reserves or when in a temporary defensive
posture, the Fund may enter into repurchase agreements with banks or
broker/dealers deemed to be creditworthy by the Manager. A repurchase agreement
is a short-term investment in which the purchaser (e.g., the Fund) acquires
ownership of a debt security and the seller agrees to repurchase the obligation
at a future time and set price, thereby determining the yield during the
purchaser's holding period. Generally, repurchase agreements are of short
duration, often less than one week, but on occasion for longer periods. The Fund
may not investment more than 10% of its assets in repurchase agreements with
maturities of seven-days' or more. Should an issuer of a repurchase agreement
fail to repurchase the underlying security, the loss to the Fund, if any, would
be the difference between the repurchase price and the market value of the
security. The Fund will limit its investments in repurchase agreements, to those
which the Manager determines to present minimal credit risks and which are of
high quality. In addition, the Fund must have collateral of 102% of the
repurchase price, including the portion representing a Fund's yield under such
agreements, which is monitored on a daily basis. Such collateral is held by a
custodian in book entry form. Such agreements may be considered loans under the
1940 Act, but the Fund consider repurchase agreements contracts for the purchase
and sale of securities, and it seeks to perfect a security interest in the
collateral securities so that it has the right to keep and dispose of the
underlying collateral in the event of a default.
The funds in the Delaware Investments family (each a "Delaware Investments
Fund" and collectively, the "Delaware Investments Funds") have obtained an
exemption (the "Order") from the joint-transaction prohibitions of Section 17(d)
of the 1940 Act to allow Delaware Investments Funds jointly to invest cash
balances. The Fund may invest cash balances in a joint repurchase agreement in
accordance with the terms of the Order and subject generally to the conditions
described above.
Restricted Securities
While maintaining oversight, the Board of Trustees has delegated to the
Manager the day-to-day functions of determining whether or not individual Rule
144A securities are liquid for purposes of the Fund's 10% limitation on
investments in illiquid assets. The Board has instructed the Manager to consider
the following factors in determining
13
the liquidity of a Rule 144A security: (i) the frequency of trades and trading
volume for the security; (ii) whether at least three dealers are willing to
purchase or sell the security and the number of potential purchasers; (iii)
whether at least two dealers are making a market in the security; and (iv) the
nature of the security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer and whether a security is listed on an electronic network
for trading the security).
If the Manager determines that a Rule 144A security which was previously
determined to be liquid is no longer liquid and, as a result, the Fund's
holdings of illiquid securities exceed the Fund's 10% limit on investment in
such securities, the Manager will determine what action to take to ensure that
the Fund continues to adhere to such limitation.
U.S. Government Securities
Obligations of U.S. Government agencies, authorities, instrumentalities and
sponsored enterprises have historically involved little risk of loss of
principal if held to maturity. However, not all U.S. Government securities are
backed by the full faith and credit of the United States. Obligations of certain
agencies, authorities, instrumentalities and sponsored enterprises of the U.S.
Government are backed by the full faith and credit of the United States (e.g.,
the GNMA); other obligations are backed by the right of the issuer to borrow
from the U.S. Treasury (e.g., the Federal Home Loan Banks) and others are
supported by the discretionary authority of the U.S. Government to purchase an
agency's obligations. Still others are backed only by the credit of the agency,
authority, instrumentality or sponsored enterprise issuing the obligation. No
assurance can be given that the U.S. Government would provide financial support
to any of these entities if it is not obligated to do so by law.
When-Issued and Delayed Delivery Securities
The Fund may purchase securities on a when-issued or delayed delivery
basis. In such transactions, instruments are purchased with payment and delivery
taking place in the future in order to secure what is considered to be an
advantageous yield or price at the time of the transaction. Delivery of and
payment for these securities may take as long as a month or more after the date
of the purchase commitment. The Fund will designate cash or securities in
amounts sufficient to cover its obligations, and will value the designated
assets daily. The payment obligation and the interest rates that will be
received are each fixed at the time the Fund enters into the commitment and no
interest accrues to the Fund until settlement. Thus, it is possible that the
market value at the time of settlement could be higher or lower than the
purchase price if the general level of interest rates has changed.
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION
The Trust has adopted a policy generally prohibiting the disclosure of
portfolio holdings information to any person until after thirty calendar days
have passed. The Trust posts a list of the Fund's portfolio holdings monthly,
with a 30 day lag, on the Fund's Web site, www.delawareinvestments.com. In
addition, on a 10 day lag, the Trust also makes available a month-end summary
listing of the number of the Fund's securities, country and asset allocations,
and top ten securities and sectors by percentage of holdings for the Fund. This
information is available publicly to any and all shareholders free of charge
once posted on the Web site by calling 1-800-523-1918.
Other entities, including institutional investors and intermediaries that
distribute the Fund's shares, are generally treated similarly and are not
provided with the Fund's portfolio holdings in advance of when they are
generally available to the public.
Third-party service providers and affiliated persons of the Fund are
provided with the Fund's portfolio holdings only to the extent necessary to
perform services under agreements relating to the Fund. In accordance with the
policy, third-party service providers who receive non-public portfolio holdings
information on an ongoing basis are: the Manager's affiliates, the Fund's
independent registered public accounting firm, the Fund's custodian, the Fund's
legal counsel, the Fund's financial printer and the Fund's proxy voting service
(Institutional Shareholder Services). These entities are obligated to keep such
information confidential.
14
Third-party rating and ranking organizations and consultants who have
signed agreements ("Non-Disclosure Agreements") with the Fund or the Manager may
receive portfolio holdings information more quickly than the 30 day lag. The
Non-Disclosure Agreements require that the receiving entity hold the information
in the strictest confidence and prohibit the receiving entity from disclosing
the information or trading on the information (either in Fund shares or in
shares of the Fund's portfolio securities). In addition, the receiving party
must agree to provide copies of any research or reports generated using the
portfolio holdings information in order to allow for monitoring of use of the
information. Neither the Fund, the Manager nor any affiliate receive any
compensation or consideration with respect to these agreements.
To protect the shareholders' interest and to avoid conflicts of interest,
Non-Disclosure Agreements must be approved by a member of the Manager's Legal
Department and Compliance Department and any deviation in the use of the
portfolio holdings information by the receiving party must be approved in
writing by the Fund's Chief Compliance Officer prior to such use.
The Trust's Board of Trustees will be notified of any substantial change to
the foregoing procedures. The Board of Trustees also receives an annual report
from the Trust's Chief Compliance Officer which, among other things, addresses
the operation of the Trust's procedures relating to its policy concerning the
disclosure of portfolio holdings information.
MANAGEMENT OF THE TRUST
Officers and Trustees
The business and affairs of the Trust are managed under the direction of
its Board of Trustees. Certain officers and Trustees of the Trust hold identical
positions in each of the other Delaware Investments Funds. As of April 1, 2006,
the Trust's officers and Trustees owned less than 1% of the outstanding shares
of the Fund. The Trust's Trustees and principal officers are noted below along
with their ages and their business experience for the past five years. The
Trustees serve for indefinite terms until their resignation, death or removal.
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Number of
Portfolios in Fund
Principal Occupation Complex Overseen by Other Directorship
Name, Address and Position(s) Held Length of Time During Trustee/Director Held by Trustee/
Birthdate with the Trust Served Past 5 Years or Officer Director of Officer
-------------------------------------------------------------------------------------------------------------------------------------
Interested Trustees
-------------------------------------------------------------------------------------------------------------------------------------
Jude T. Driscoll(2) Chairman, 5 Years - Mr. Driscoll has served in 87 None
2005 Market Street President, Chief Executive various executive capacities
Philadelphia, PA 19103 Executive Officer at different times at Delaware
Officer and Investments(1)
March 10, 1963 Trustee 2 Years -
Trustee
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Independent Trustees
-------------------------------------------------------------------------------------------------------------------------------------
Thomas L. Bennett Trustee Since March Private Investor - 87 None
2005 Market Street 23, 2005 (March 2004 - Present)
Philadelphia, PA 19103
Investment Manager -
October 4, 1947 Morgan Stanley & Co.
(January 1984 - March 2004)
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
John A. Fry Trustee 4 Years President - 87 Director -
2005 Market Street Franklin & Marshall College Community Health
Philadelphia, PA 19103 (June 2002 - Present) Systems
May 28, 1960 Executive Vice President - Director - Allied
University of Pennsylvania Burton Security
(April 1995 - June 2002) Holdings
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
15
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Anthony D. Knerr Trustee 12 Years Founder/Managing Director - 87 None
2005 Market Street Anthony Knerr & Associates
Philadelphia, PA 19103 (Strategic Consulting)
(1990 - Present)
December 7, 1938
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Lucinda S. Landreth Trustee Since March Chief Investment Officer - 87 None
2005 Market Street 23, 2005 Assurant, Inc.
Philadelphia, PA 19103 (Insurance)
(2002 - 2004)
June 24, 1947
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Ann R. Leven Trustee 16 Years Consultant -- National Gallery 87 Director and Audit
2005 Market Street of Art Committee
Philadelphia, PA 19103 (1994 - 1999) Chairperson -
Andy Warhol
November 1, 1940 Foundation
Director and Audit
Committee Member -
Systemax Inc.
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Thomas F. Madison Trustee 11 Years President/Chief Executive 87 Director -
2005 Market Street Officer - MLM Partners, Inc. Banner Health
Philadelphia, PA 19103 (Small Business Investing &
Consulting) Director -
February 25, 1936 (January 1993 - Present) Center Point Energy
Director and Audit
Committee Member -
Digital River Inc.
Director and Audit
Committee Member -
Rimage Corporation
Director -
Valmont Industries,
Inc.
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Janet L. Yeomans Trustee 6 Years Vice President 87 None
2005 Market Street (January 2003 - Present)
Philadelphia, PA 19103 and Treasurer
(January 2006 - Present)
July 31, 1948
Ms. Yeomans has held various
management positions at 3M
Corporation since 1983.
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
J. Richard Zecher Trustee Since March Founder - 87 Director and Audit
2005 Market Street 23, 2005 Investor Analytics Committee Member -
Philadelphia, PA 19103 (Risk Management) Investor Analytics
(May 1999 - Present)
July 3, 1940 Director and Audit
Committee Member -
Oxigene, Inc.
Director -
Sutton Asset
Management
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
16
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
Number of
Portfolios in Fund
Principal Occupation Complex Overseen by Other Directorship
Name, Address and Position(s) Held Length of Time During Trustee/Director Held by Trustee/
Birthdate with the Trust Served Past 5 Years or Officer Director of Officer
-------------------------------------------------------------------------------------------------------------------------------------
Officers
-------------------------------------------------------------------------------------------------------------------------------------
Michael P. Bishof Senior Vice Chief Mr. Bishof has served in 87 None(3)
2005 Market Street President and Financial various executive capacities
Philadelphia, PA 19103 Chief Financial Officer since at different times at Delaware
Officer February 17, Investments
August 18, 1962 2005
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
David F. Connor Vice President/ Vice President Mr. Connor has served as Vice 87 None(3)
2005 Market Street Deputy General since President and Deputy General
Philadelphia, PA 19103 Counsel/Secretary September 21, Counsel at Delaware
2000 and Investments since 2000
December 2, 1963 Secretary
since October
25, 2005
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
David P. O'Connor Senior Vice Senior Vice Mr. O'Connor has served in 87 None(3)
2005 Market Street President/General President, various executive and legal
Philadelphia, PA 19103 Counsel/Chief General capacities at different times
Legal Officer Counsel and at Delaware Investments
February 21, 1966 Chief Legal
Officer since
October 25,
2005
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
John J. O'Connor Senior Vice Treasurer Mr. O'Connor has served in 87 None(3)
2005 Market Street President and since February various executive capacities
Philadelphia, PA 19103 Treasurer 17, 2005 at different times at Delaware
Investments
June 16, 1957
---------------------- ------------------ ---------------- -------------------------------- ------------------- ---------------------
(1) Delaware Investments is the marketing name for Delaware Management
Holdings, Inc. and its subsidiaries, including the Trust's Manager,
principal underwriter and transfer agent.
(2) Mr. Driscoll is considered to be an "Interested Trustee" because he is an
executive officer of the Trust's Manager and principal underwriter.
(3) Messrs. Bishof, Connor, David P. O'Connor and John J. O'Connor also serve
in similar capacities for the six portfolios of the Optimum Fund Trust,
which have the same Manager, principal underwriter and transfer agent as
the Trust. Mr. John J. O'Connor also serves in a similar capacity for
Lincoln Variable Insurance Products Trust, which has the same investment
manager as the Trust.
-------------------------------------------------------------------------------------------------------------------------------------------
The following is additional information regarding investment professionals
affiliated with the Trust.
--------------------------- ------------------------ ------------------------ --------------------------------------
Name, Address and Birthdate Position(s) Held with Length of Time Served Principal Occupation(s) During Past
the Trust 5 Years
--------------------------- ------------------------ ------------------------ --------------------------------------
Stephen R. Cianci Senior Vice President/ 11 Years During the past five years, Mr.
2005 Market Street Senior Portfolio Manager Cianci has served in various
Philadelphia, PA 19103-7094 capacities at different times at
Delaware Investments.
May 12, 1969
--------------------------- ------------------------ ------------------------ --------------------------------------
Paul Grillo Senior Vice President/ 12 Years During the past five years, Mr.
2005 Market Street Senior Portfolio Manager Grillo has served in various
Philadelphia, PA 19103-7094 capacities at different times at
Delaware Investments.
May 16, 1959
--------------------------- ------------------------ ------------------------ --------------------------------------
17
The following table shows each Trustee's ownership of shares of the Fund
and of all Delaware Investments Funds as of December 31, 2005, unless otherwise
noted.
------------------- ------------------------------ --------------------------------------------------------
Aggregate Dollar Range of Equity Securities in All
Dollar Range of Equity Registered Investment Companies Overseen by Trustee in
Name Securities in the Fund Family of Investment Companies
------------------- ------------------------------ --------------------------------------------------------
Jude T. Driscoll None Over $100,000
------------------- ------------------------------ --------------------------------------------------------
Thomas L. Bennett None None
------------------- ------------------------------ --------------------------------------------------------
John A. Fry(1) None Over $100,000
------------------- ------------------------------ --------------------------------------------------------
Anthony D. Knerr None $10,001 - $50,000
------------------- ------------------------------ --------------------------------------------------------
Lucinda S. Landreth None $10,001-$50,000
------------------- ------------------------------ --------------------------------------------------------
Ann R. Leven None Over $100,000
------------------- ------------------------------ --------------------------------------------------------
Thomas F. Madison None $10,001 - $50,000
------------------- ------------------------------ --------------------------------------------------------
Janet L. Yeomans None $50,001 - $100,000
------------------- ------------------------------ --------------------------------------------------------
J. Richard Zecher None $10,001-$50,000
------------------- ------------------------------ --------------------------------------------------------
(1) As of December 31, 2005, John A. Fry held assets in a 529 Plan account.
Under the terms of the Plan, a portion of the assets held in the Plan may
be invested in the Fund. Mr. Fry held no shares of the Fund outside of the
Plan as of December 31, 2005.
The following table describes the aggregate compensation received by the
Trustees from the Trust and the total compensation received from all Delaware
Investments Funds for which he or she serves as a Trustee or Director for the
fiscal year ended December 31, 2005 and an estimate of annual benefits to be
received upon retirement under the Delaware Group Retirement Plan for
Trustees/Director as of December 31, 2005. Only the Trustees of the Trust who
are not "interested persons" as defined by the 1940 Act (the "Independent
Trustees") receive compensation from the Fund.
------------------------- ---------------- --------------------- ------------------------- ---------------------
Total Compensation
Pension or from the Investment
Aggregate Retirement Benefits Estimated Annual Companies in
Compensation Accrued as Part of Benefits Upon Delaware
Trustee(1,2) from the Trust Fund Expenses Retirement Investments(3)
------------------- ---------------- ----------------------- ----------------------- ---------------------
Walter P. Babich $503 None $80,000 $33,750
------------------- ---------------- ----------------------- ----------------------- ---------------------
Thomas L. Bennett $1,271 None $80,000 $99,167
------------------- ---------------- ----------------------- ----------------------- ---------------------
John H. Durham $260 None $80,000 $17,500
------------------- ---------------- ----------------------- ----------------------- ---------------------
John A. Fry(4) $1,758 None $80,000 $129,112
------------------- ---------------- ----------------------- ----------------------- ---------------------
Anthony D. Knerr $1,739 None $80,000 $131,442
------------------- ---------------- ----------------------- ----------------------- ---------------------
Lucinda S. Landreth $1,323 None $80,000 $103,567
------------------- ---------------- ----------------------- ----------------------- ---------------------
Ann R. Leven $2,050 None $80,000 $154,683
------------------- ---------------- ----------------------- ----------------------- ---------------------
Thomas F. Madison $1,878 None $80,000 $141,250
------------------- ---------------- ----------------------- ----------------------- ---------------------
Janet L. Yeomans $1,756 None $80,000 $131,667
------------------- ---------------- ----------------------- ----------------------- ---------------------
J. Richard Zecher $1,271 None $80,000 $99,167
---------------------------------------------------------------------------------------------------------
18
(1) Under the terms of the Delaware Investments Retirement Plan for
Trustees/Directors, each disinterested Trustee/Director who, at the time of
his or her retirement from the Board, has attained the age of 70 and served
on the Board for at least five continuous years, is entitled to receive
payments from each investment company in the Delaware Investments family
for which he or she serves as Trustee/Director for a period equal to the
lesser of the number of years that such person served as a Trustee/Director
or the remainder of such person's life. The amount of such payments will be
equal, on an annual basis, to the amount of the annual retainer that is
paid to Trustees/Directors of each investment company at the time of such
person's retirement. If an eligible Trustee/Director retired as of December
31, 2005, he or she would be entitled to annual payments totaling the
amounts noted above, in the aggregate, from all of the investment companies
in the Delaware Investments family for which he or she serves as a
Trustee/Director, based on the number of investment companies in the
Delaware Investments family as of that date.
(2) Walter P. Babich and John H. Durham retired from the Trust's Board of
Trustees and each of the 32 investment companies in the Delaware
Investments family on March 22, 2005. Thomas L. Bennett, Lucinda S.
Landreth and J. Richard Zecher joined the Board of Trustees/Directors of
the 32 investment companies in the Delaware Investments family on March 23,
2005.
(3) Each Independent Trustee/Director currently receives a total annual
retainer fee of $80,000 for serving as a Trustee/ Director for all 32
investment companies in the Delaware Investments family, plus $5,000 for
each Board Meeting attended. The following compensation is in the aggregate
from all investment companies in the complex. Members of the Audit
Committee receive additional compensation of $2,500 for each meeting.
Members of the Nominating Committee receive additional compensation of
$1,700 for each meeting. In addition, the chairpersons of the Audit and
Nominating Committees each receive an annual retainer of $15,000. The
Lead/Coordinating Trustee/Director of the Delaware Investments Funds
receives an additional retainer of $35,000.
(4) In addition to this compensation, for the 12-month period ended on December
31, 2005, Mr. Fry received $3,694 in professional fees from the Trust for
services provided to the Trust's Board.
The Board of Trustees has the following committees:
Audit Committee: This committee monitors accounting and financial reporting
policies and practices, and internal controls for the Trust. It also oversees
the quality and objectivity of the Trust's financial statements and the
independent audit thereof, and acts as a liaison between the Trust's independent
registered public accounting firm and the full Board of Trustees. The Trust's
Audit Committee consists of the following four Independent Trustees: Thomas F.
Madison, Chairman; Thomas L. Bennett; Jan L. Yeomans; and J. Richard Zecher. The
Audit Committee held four meetings during the Trust's last fiscal year.
Nominating and Corporate Governance Committee: This committee recommends
Board members, fills vacancies and considers the qualifications of Board
members. The committee also monitors the performance of counsel for the
Independent Trustees. The committee will consider shareholder recommendations
for nomination to the Board of Trustees only in the event that there is a
vacancy on the Board. Shareholders who wish to submit recommendations for
nominations to the Board to fill a vacancy must submit their recommendations in
writing to the Nominating and Corporate Governance Committee, c/o Delaware
Investments Funds at 2005 Market Street, Philadelphia, Pennsylvania 19103.
Shareholders should include appropriate information on the background and
qualifications of any person recommended (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
committee consists of the following four Independent Trustees: John A. Fry,
Chairman; Anthony D. Knerr; Lucinda S. Landreth; and Ann R. Leven (ex-officio).
The committee held five meetings during the Trust's last fiscal year.
Independent Trustee Committee: This committee develops and recommends to
the Board a set of corporate governance principles and oversees the evaluation
of the Board, its committees and its activities. The committee is comprised of
all of the Trust's Independent Trustees. The Independent Trustee Committee held
five meetings during the Trust's last fiscal year.
19
Code of Ethics
The Trust, the Manager, the Distributor and Lincoln Financial Distributors,
Inc. (the Fund's financial intermediary wholesaler) have adopted Codes of Ethics
in compliance with the requirements of Rule 17j-1 under the 1940 Act, which
govern personal securities transactions. Under the Codes of Ethics, persons
subject to the Codes are permitted to engage in personal securities
transactions, including securities that may be purchased or held by the Fund,
subject to the requirements set forth in Rule 17j-1 under the 1940 Act and
certain other procedures set forth in the applicable Code of Ethics. The Codes
of Ethics are on public file with, and are available from, the SEC.
Proxy Voting
The Fund has formally delegated to the Manager the responsibility for
making all proxy voting decisions in relation to portfolio securities held by
the Fund. If and when proxies need to be voted on behalf of the Fund, the
Adviser will vote such proxies pursuant to its Proxy Voting Policies and
Procedures (the "Procedures"). The Manager has established a Proxy Voting
Committee (the "Committee") which is responsible for overseeing the Manager's
proxy voting process for the Fund. One of the main responsibilities of the
Committee is to review and approve the Procedures to ensure that the Procedures
are designed to allow the Manager to vote proxies in a manner consistent with
the goal of voting in the best interests of the Fund.
In order to facilitate the actual process of voting proxies, the Manager
has contracted with Institutional Shareholder Services ("ISS") to analyze proxy
statements on behalf of the Fund and vote proxies generally in accordance with
the Procedures. The Committee is responsible for overseeing ISS's proxy voting
activities. If a proxy has been voted for the Fund, ISS will create a record of
the vote. Information, if any, regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30 is
available without charge: (i) through the Fund's Web site at
www.delawareinvestments.com; and (ii) on the SEC's Web site at www.sec.gov.
The Procedures contain a general guideline that recommendations of company
management on an issue (particularly routine issues) should be given a fair
amount of weight in determining how proxy issues should be voted. However, the
Manager will normally vote against management's position when it runs counter to
its specific Proxy Voting Guidelines (the "Guidelines"), and the Adviser will
also vote against management's recommendation when it believes that such
position is not in the best interests of the Fund.
As stated above, the Procedures also list specific Guidelines on how to
vote proxies on behalf of the Fund. Some examples of the Guidelines are as
follows: (i) generally vote for shareholder proposals asking that a majority or
more of directors be independent; (ii) generally vote against proposals to
require a supermajority shareholder vote; (iii) votes on mergers and
acquisitions should be considered on a case-by-case basis, determining whether
the transaction enhances shareholder value; (iv) generally vote against
proposals to create a new class of common stock with superior voting rights; (v)
generally vote re-incorporation proposals on a case-by-case basis; (vi) votes
with respect to management compensation plans are determined on a case-by-case
basis; and (vii) generally vote for reports on the level of greenhouse gas
emissions from the company's operations and products.
Because the Trust has delegated proxy voting to the Manager, the Fund is
not expected to encounter any conflict of interest issues regarding proxy voting
and therefore does not have procedures regarding this matter. However, the
Manager does have a section in its Procedures that addresses the possibility of
conflicts of interest. Most proxies which the Manager receives on behalf of the
Fund are voted by ISS in accordance with the Procedures. Because almost all Fund
proxies are voted by ISS pursuant to the pre-determined Procedures, it normally
will not be necessary for the Manager to make an actual determination of how to
vote a particular proxy, thereby largely eliminating conflicts of interest for
the Manager during the proxy voting process. In the very limited instances where
the Manager is considering voting a proxy contrary to ISS's recommendation, the
Committee will first assess the issue to see if there is any possible conflict
of interest involving the Manager or affiliated persons of the Manager. If a
member of the Committee has actual knowledge of a conflict of interest, the
Committee will normally use another independent third party to do additional
research on the particular proxy issue in order to make a recommendation to
20
the Committee on how to vote the proxy in the best interests of the Fund. The
Committee will then review the proxy voting materials and recommendation
provided by ISS and the independent third party to determine how to vote the
issue in a manner which the Committee believes is consistent with the Procedures
and in the best interests of the Fund.
INVESTMENT MANAGER AND OTHER SERVICE PROVIDERS
Investment Manager
The Manager, located at 2005 Market Street, Philadelphia, PA 19103-7094,
furnishes investment management services to the Fund, subject to the supervision
and direction of the Trust's Board of Trustees. The Manager also provides
investment management services to all of the other Delaware Investments Funds.
Affiliates of the Manager also manage other investment accounts. While
investment decisions for the Fund are made independently from those of the other
funds and accounts, investment decisions for such other funds and accounts may
be made at the same time as investment decisions for the Fund. The Manager pays
the salaries of all Trustees, officers and employees who are affiliated with
both the Manager and the Trust.
The Manager and its predecessors have been managing the Delaware
Investments Funds since 1938. As of December 31, 2005, the Manager and its
affiliates within Delaware Investments were managing in the aggregate in excess
of $110 billion in assets in various institutional or separately managed,
investment company and insurance accounts. The Manager is a series of Delaware
Management Business Trust, which is an indirect subsidiary of Delaware
Management Holdings, Inc. ("DMH"). DMH is an indirect subsidiary, and subject to
the ultimate control, of Lincoln National Corporation ("Lincoln"). Lincoln, with
headquarters in Philadelphia, Pennsylvania, is a diversified organization with
operations in many aspects of the financial services industry, including
insurance and investment management. Delaware Investments is the marketing name
for DMH and its subsidiaries. The Manager and its affiliates own the name
"Delaware Group." Under certain circumstances, including the termination of the
Trust's advisory relationship with the Manager or its distribution relationship
with the Distributor, the Manager and its affiliates could cause the Trust to
remove the words "Delaware Group" from its name.
The Investment Management Agreement for the Fund is dated December 15, 1999
and was approved by shareholders on that date. The Agreement had an initial term
of two years and may be renewed each year only so long as such renewal and
continuance are specifically approved at least annually by the Board of Trustees
or by vote of a majority of the outstanding voting securities of the Fund, and
only if the terms and the renewal thereof have been approved by the vote of a
majority of the Trust's Independent Trustees who are not parties thereto or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval. The Agreement is terminable without penalty
on 60 days' notice by the Trust or by the Manager. The Agreement will terminate
automatically in the event of its assignment.
As compensation for the services rendered under the Agreement, the Fund
shall pay the Manager an annual management fee as a percentage of average daily
net assets equal to:
Management Fee Schedule
(annual rate as per percentage
of average daily net assets)
0.50% on the first $500 million
0.475% on the next $500 million
0.45% on the next $1.5 billion
0.425% on assets in excess of $2.5 billion
21
During the past three fiscal years, the Fund paid the following investment
management fees after fee waivers, if any:
Fiscal Year Ended Incurred Paid Waived
12/31/05 $1,441,456 $1,004,566 $436,890
12/31/04 $1,729,327 $952,169 $777,158
12/31/03 $1,996,348 $932,489 $1,063,859
Except for those expenses borne by the Manager under the Investment
Management Agreement and the Distributor under the Distribution Agreement, the
Fund is responsible for all of its own expenses. Among others, such expenses
include the Fund's proportionate share of certain administrative expenses; the
investment management fees; transfer and dividend disbursing agent fees and
costs; custodian expenses; federal and state securities registration fees; proxy
costs; and the costs of preparing prospectuses and reports sent to shareholders.
Distributor
The Distributor, Delaware Distributors, L.P., located at 2005 Market
Street, Philadelphia, PA 19103-7094, serves as the national distributor of the
Trust's shares under a Distribution Agreement dated April 19, 2001. The
Distributor is an affiliate of the Manager and bears all of the costs of
promotion and distribution, except for payments by the Fund Classes under their
respective Rule 12b-1 Plans. The Distributor is an indirect subsidiary of DMH,
and, therefore, of Lincoln. The Distributor has agreed to use its best efforts
to sell shares of the Fund. See the Prospectuses for information on how to
invest. Shares of the Fund are offered on a continuous basis by the Distributor
and may be purchased through authorized investment dealers or directly by
contacting the Distributor or the Trust. The Distributor also serves as national
distributor for the other Delaware Investments Funds. The Board of Trustees
annually reviews fees paid to the Distributor.
During the Fund's last three fiscal years, the Distributor received net
commissions from the Fund on behalf of its Class A Shares, after re-allowances
to dealers, as follows:
Total Amount of Amounts Re-allowed to
Fiscal Year Ended Underwriting Commission Dealers Net Commission to DDLP
12/31/05 $95,906 $80,443 $15,463
12/31/04 $176,458 $139,967 $36,491
12/31/03 $451,950 $408,019 $43,931
During the last three fiscal years, the Distributor received, in the
aggregate, Limited CDSC payments with respect to Class A Shares of the Fund as
follows:
-------------------------------------------
CDSC Payments
------------------- -----------------------
Fiscal Year Ended Class A Shares
------------------- -----------------------
12/31/05 $70
------------------- -----------------------
12/31/04 $1,869
------------------- -----------------------
12/31/03 $477
------------------- -----------------------
The Distributor received CDSC payments with respect to Class B Shares and
Class C Shares as follows:
----------------------------------------------------
CDSC Payments
---------------- ------------------ ----------------
Fiscal Year Ende Class B Shares Class C Shares
---------------- ------------------ ----------------
12/31/05 $44,312 $6,340
---------------- ------------------ ----------------
12/31/04 $86,443 $85,366
---------------- ------------------ ----------------
12/31/03 $159,202 $39,107
---------------- ------------------ ----------------
Lincoln Financial Distributors, Inc. ("LFD"), an affiliate of the Manager,
serves as the Fund's financial intermediary wholesaler pursuant to a Second
Amended and Restated Financial Intermediary Distribution Agreement
22
with the Distributor dated August 21, 2003. Pursuant to such Agreement, LFD
shall: (i) promote the sale of the Fund's shares through broker/dealers,
financial advisors and other financial intermediaries (collectively, "Financial
Intermediaries"); (ii) create messaging and packaging for certain non-regulatory
sales and marketing materials related to the Fund; and (iii) produce such
non-regulatory sales and marketing materials related to the Fund. LFD is located
at 2001 Market Street, Philadelphia, PA 19103-7055. The rate of compensation,
which is calculated and paid monthly, to LFD for the sales of shares of the
retail Delaware Investments Funds (excluding the shares of the Delaware VIP
Trust, money market funds and house accounts and shares redeemed within 30 days
of purchase) is a non-recurring fee equal to the amount shown below:
------------------------------------------------------------------- -------------------
Basis Points on
Sales
------------------------------------------------------------------- -------------------
Retail Mutual Funds (Class A, B and C Shares) 0.50%
------------------------------------------------------------------- -------------------
Merrill Lynch Connect Program 0.25%
------------------------------------------------------------------- -------------------
Registered Investment Advisors and
H.D. Vest Institutional Classes 0.45%
------------------------------------------------------------------- -------------------
Citigroup Global Capital Markets, Inc. (formerly Salomon Smith
Barney) and Delaware International Value Equity Fund Class I Shares 0%
------------------------------------------------------------------- -------------------
In addition to the non-recurring fee set forth above, the Distributor pays
LFD a fee at the annual rate set forth below of the average daily net assets of
Fund shares of the Delaware Investments Funds outstanding and beneficially owned
by shareholders through Financial Intermediaries, including those Fund shares
sold before the date of this Agreement.
------------------------------------------------------------------- -------------------
Basis Points on
Sales
------------------------------------------------------------------- -------------------
Retail Mutual Funds (including shares of money market funds and
house accounts and shares redeemed within 30 days of purchase) 0.04%
------------------------------------------------------------------- -------------------
Merrill Lynch Connect Program 0%
------------------------------------------------------------------- -------------------
Registered Investment Advisors and
H.D. Vest Institutional Classes 0.04%
------------------------------------------------------------------- -------------------
Citigroup Global Capital Markets, Inc. (formerly Salomon Smith
Barney) and Delaware International Value Equity Fund Class I Shares 0.04%
------------------------------------------------------------------- -------------------
The fees associated with LFD's services to the Fund are borne exclusively
by the Distributor and not by the Fund.
Transfer Agent
Delaware Service Company, Inc., which is an affiliate of the Manager and
which is located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as
the Fund's shareholder servicing, dividend disbursing and transfer agent (the
"Transfer Agent") pursuant to a Shareholders Services Agreement dated April 19,
2001. The Transfer Agent is an indirect subsidiary of DMH and, therefore, of
Lincoln. The Transfer Agent also acts as shareholder servicing, dividend
disbursing and transfer agent for other Delaware Investments Funds. The Transfer
Agent is paid a fee by the Fund for providing these services consisting of an
annual per account charge of $23.10 for each open and closed account on its
records and each account held on a sub-accounting system maintained by firms
that hold accounts on an omnibus basis.
These charges are assessed monthly on a pro rata basis and determined by
using the number of shareholder and retirement accounts maintained as of the
last calendar day of each month. Compensation is fixed each year and approved by
the Board of Trustees, including a majority of the Independent Trustees.
Each Fund has authorized one or more brokers to accept on its behalf
purchase and redemption orders in addition to the Transfer Agent. Such brokers
are authorized to designate other intermediaries to accept purchase and
redemption orders on the behalf of each Fund. For purposes of pricing, each Fund
will be deemed to have received a
23
purchase or redemption order when an authorized broker or, if applicable, a
broker's authorized designee, accepts the order.
Fund Accountants
Delaware Services Company, Inc. also provides accounting services to each
Fund pursuant to a separate Fund Accounting Agreement. Those services include
performing all functions related to calculating the Fund's NAV and providing all
financial reporting services, regulatory compliance testing and other related
accounting services. For its services, Delaware Services Company, Inc. is paid a
fee based on total assets of all of the Delaware Investments Funds for which it
provides such accounting services. Such fee is equal to 0.04% multiplied by the
total amount of assets in the complex for which Delaware Services Company, Inc.
furnishes accounting services. The fees are charged to each Fund and the other
Delaware Investments Funds on an aggregate pro rata basis.
Custodian
JPMorgan Chase Bank ("JPMorgan"), 4 Chase Metrotech Center, Brooklyn, NY
11245, is custodian of the Fund's securities and cash. As custodian for the
Fund, JPMorgan maintains a separate account or accounts for the Fund; receives,
holds and releases portfolio securities on account of the Fund; receives and
disburses money on behalf of the Fund; and collects and receives income and
other payments and distributions on account of the Fund's portfolio securities.
Legal Counsel
Stradley Ronon Stevens & Young, LLP serves as the Trust's legal counsel.
PORTFOLIO MANAGERS
Other Accounts Managed
The following chart lists certain information about types of other accounts
for which the portfolio manager is primarily responsible as of December 31,
2005.
No. of Accounts Total Assets
Total Assets with in Accounts with
No. of in Accounts Performance-Based Performance-Based
Accounts Fee Fees Fee
Stephen R. Cianci
Registered Investment 12 $2.3 billion 0 $--
Companies
Other pooled Investment 2 $12 million 0 $--
Vehicles
Other Accounts 32 $1.5 billion 0 $--
0 $--
Paul Grillo 0 $--
Registered Investment 12 $2.3 billion 0 $--
Companies
Other pooled Investment 2 $12 million 0 $--
Vehicles
Other Accounts 32 $1.5 billion 0 $--
Description of Potential Material Conflicts of Interest
Individual portfolio managers may perform investment management services
for other accounts similar to those provided to the Fund and the investment
action for each account and the Fund may differ. For example, one account or the
Fund may be selling a security, while another account or the Fund may be
purchasing or holding the same security. As a result, transactions executed for
one account and the Fund may adversely affect the value of
24
securities held by another account. Additionally, the management of multiple
accounts and the Fund may give rise to potential conflicts of interest, as a
portfolio manager must allocate time and effort to multiple accounts and the
Fund. A portfolio manager may discover an investment opportunity that may be
suitable for more than one account or the Fund. The investment opportunity may
be limited, however, so that all accounts and the Fund for which the investment
would be suitable may not be able to participate. The Manager has adopted
procedures designed to allocate investments fairly across multiple accounts.
A portfolio manager's management of personal accounts also may present
certain conflicts of interest. While the Manager's Code of Ethics is designed to
address these potential conflicts, there is no guarantee that it will do so.
Compensation Structure
Each portfolio manager's compensation consists of the following:
Base Salary: Each named portfolio manager receives a fixed base salary.
Salaries are determined by a comparison to industry data prepared by third
parties to ensure that portfolio manager salaries are in line with salaries paid
at peer investment advisory firms.
Bonus - Fixed Income Team: Each portfolio manager is eligible to receive an
annual cash bonus which is based on quantitative and qualitative factors. The
amount of the pool for bonus payments is first determined by mathematical
equation based on assets, management fees and expenses, including fund waiver
expenses, for registered investment companies, pooled vehicles, and managed
separate accounts. Generally, approximately 80% of the bonus is quantitatively
determined. For investment companies, each manager is compensated according to
the Fund's Lipper peer group percentile ranking on a one-year and three-year
basis. For managed separate accounts the portfolio managers are compensated
according to the composite percentile ranking in consultant databases. There is
no objective award for a fund that falls below the 50th percentile for a given
time period. There is a sliding scale for investment companies that are ranked
above the 50th percentile. The managed separate accounts are compared to Callan
and other databases. The remaining 20% portion of the bonus is discretionary as
determined by the Manager and takes into account subjective factors.
Deferred Compensation: Each named portfolio manager is eligible to
participate in the Lincoln National Corporation Executive Deferred Compensation
Plan, which is available to all employees whose income exceeds a designated
threshold. The Plan is a non-qualified unfunded deferred compensation plan that
permits participating employees to defer the receipt of a portion of their cash
compensation.
Stock Option Incentive Plan/Equity Compensation Plan: Portfolio managers
may be awarded options to purchase common shares of Delaware Investments U.S.,
Inc. pursuant to the terms the Delaware Investments U.S., Inc. Stock Option Plan
(non-statutory or "non-qualified" stock options). In addition, certain managers
may be awarded restricted stock units, or "performance shares", in Lincoln.
Delaware Investments U.S., Inc., is an indirect subsidiary of DMH and,
therefore, of Lincoln.
The Delaware Investments U.S., Inc. Stock Option Plan was established in
2001 in order to provide certain investment personnel of the Manager with a more
direct means of participating in the Manager's growth. Under the terms of the
plan, stock options typically vest in 25% increments on a four year schedule and
expire ten years after issuance. Options are awarded from time to time by the
Manager in its full discretion. Option awards may be based in part on seniority.
The fair market value of the shares is normally determined as of each June 30
and December 31. Shares issued upon the exercise of such options must be held
for six months and one day, after which time the shareholder may put them back
to the issuer or the shares may be called back from the shareholder.
Portfolio managers who do not participate in the Delaware Investments U.S.,
Inc. Stock Option Plan are eligible to participate in Lincoln's Long-Term
Incentive Plan, which is designed to provide a long-term incentive to officers
of Lincoln. Under the plan, a specified number of performance shares are
allocated to each unit and are awarded to participants in the discretion of
their managers in accordance with recommended targets related to the
25
number of employees in a unit that may receive an award and the number of shares
to be awarded. The performance shares have a three year vesting schedule and, at
the end of the three years, the actual number of shares distributed to those who
received awards may be equal to, greater than or less than the amount of the
award based on Lincoln's achievement of certain performance goals relative to a
pre-determined peer group.
Other Compensation: Portfolio managers may also participate in benefit
plans and programs available generally to all employees.
Ownership of Securities
As of December 31, 2005, the Fund's portfolio managers owned the following
amounts of Fund shares:
Dollar Range Of Fund
Portfolio Manager Shares Owned(1)
Stephen R. Cianci None
Paul Grillo $50,001 - $100,000
(1) Includes Fund shares beneficially owned by portfolio manager
and immediate family members sharing the same household.
TRADING PRACTICES AND BROKERAGE
The Manager selects broker/dealers to execute transactions on behalf of the
Fund for the purchase or sale of portfolio securities on the basis of its
judgment of their professional capability to provide the service. The primary
consideration in selecting broker/dealers is to seek those broker/dealers who
provide best execution for the Fund. Best execution refers to many factors,
including the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. Some trades are made on a net basis where the
Fund either buys securities directly from the dealer or sells them to the
dealer. In these instances, there is no direct commission charged but there is a
spread (the difference between the buy and sell price) which is the equivalent
of a commission. When a commission is paid, the Fund pays reasonable brokerage
commission rates based upon the professional knowledge of the Manager's trading
department as to rates paid and charged for similar transactions throughout the
securities industry. In some instances, the Fund pays a minimal share
transaction cost when the transaction presents no difficulty.
During the past three fiscal years, the Fund paid the following aggregate
dollar amounts of brokerage commissions:
Brokerage
Fiscal Year Ended Commissions
12/31/05 $31,524
12/31/04 $78,009
12/31/03 $201,955
The Manager may allocate out of all commission business generated by all of
the funds and accounts under its management, brokerage business to
broker/dealers who provide brokerage and research services. These services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends; assisting in
determining portfolio strategy; providing computer software and hardware used in
26
security analyses; and providing portfolio performance evaluation and technical
market analyses. Such services are used by the Manager in connection with its
investment decision-making process with respect to one or more funds and
accounts managed by it, and may not be used, or used exclusively, with respect
to the fund or account generating the brokerage.
As provided in the Securities Exchange Act of 1934, as amended, and the
Fund's Investment Management Agreement, higher commissions are permitted to be
paid to broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services, if such higher commissions are
deemed reasonable in relation to the value of the brokerage and research
services provided. Although transactions directed to broker/dealers who provide
such brokerage and research services may result in the Fund paying higher
commissions, the Manager believes that the commissions paid to such
broker/dealers are not, in general, higher than commissions that would be paid
to broker/dealers not providing such services and that such commissions are
reasonable in relation to the value of the brokerage and research services
provided. In some instances, services may be provided to the Manager which
constitute in some part brokerage and research services used by the Manager in
connection with its investment decision-making process and constitute in some
part services used by the Manager in connection with administrative or other
functions not related to its investment decision-making process. In such cases,
the Manager will make a good faith allocation of brokerage and research services
and will pay out of its own resources for services used by the Manager in
connection with administrative or other functions not related to its investment
decision-making process. In addition, so long as no fund is disadvantaged,
portfolio transactions that generate commissions or their equivalent are
allocated to broker/dealers who provide daily portfolio pricing services to the
Fund and to other Delaware Investments Funds. Subject to best execution,
commissions allocated to brokers providing such pricing services may or may not
be generated by the funds receiving the pricing service.
During the fiscal year ended December 31, 2005, none of the Fund's
portfolio transactions were directed to broker/dealers for brokerage and
research services provided.
As of December 31, 2005, the Fund did not hold any securities of its
regular broker/dealers, as defined in Rule 10b-1 under the 1940 Act, or such
broker/dealers' parents.
The Manager may place a combined order for two or more accounts or funds
engaged in the purchase or sale of the same security if, in its judgment, joint
execution is in the best interest of each participant and will result in best
execution. Transactions involving commingled orders are allocated in a manner
deemed equitable to each account or fund. When a combined order is executed in a
series of transactions at different prices, each account participating in the
order may be allocated an average price obtained from the executing broker. It
is believed that the ability of the accounts to participate in volume
transactions will generally be beneficial to the accounts and funds. Although it
is recognized that, in some cases, the joint execution of orders could adversely
affect the price or volume of the security that a particular account or fund may
obtain, it is the opinion of the Manager and the Trust's Board of Trustees that
the advantages of combined orders outweigh the possible disadvantages of
separate transactions.
Consistent with the National Association of Securities Dealers, Inc. (the
"NASD"), and subject to seeking best execution, the Manager may place orders
with broker/dealers that have agreed to defray certain Fund expenses such as
custodian fees.
CAPITAL STRUCTURE
Capitalization
The Trust currently has authorized, and allocated to each Class of the
Fund, an unlimited number of shares of beneficial interest with no par value
allocated to each Class of the Fund. All shares are, when issued in accordance
with the Trust's prospectuses, registration statement, governing instruments and
applicable law, fully paid and non-assessable. Shares do not have preemptive
rights. All shares of the Fund represent an undivided proportionate interest in
the assets of the Fund. Shares of the Institutional Class may not vote on any
matter that affects the Fund Classes' Distribution Plans under Rule 12b-1.
Similarly, as a general matter, shareholders of Fund Classes may vote only on
matters affecting their respective Class, including the Fund Classes' Rule 12b-1
Plans that
27
relate to the Class of shares that they hold. However, Class B Shares may vote
on any proposal to increase materially the fees to be paid by the Fund under the
Rule 12b-1 Plan relating to Class A Shares. Except for the foregoing, each share
Class has the same voting and other rights and preferences as the other Classes
of the Fund. General expenses of the Fund will be allocated on a pro-rata basis
to the classes according to asset size, except that expenses of the Fund
Classes' Rule 12b-1 Plans will be allocated solely to those classes.
Until May 31, 1992, the Fund offered shares of two retail classes of
shares, Investors Series II class (now Class A Shares) and the Investors Series
I class. Shares of Investors Series I class were offered with a sales charge,
but without the imposition of a Rule 12b-1 fee. Effective June 1, 1992,
following shareholder approval of a plan of recapitalization on May 15, 1992,
shareholders of the Investors Series I class had their shares converted into
shares of the Investors Series II class and became subject to the latter class'
Rule 12b-1 charges. Effective at the same time, following approval by
shareholders, the name Investors Series was changed to Treasury Reserves
Intermediate Series and the name Investors Series II class was changed to
Treasury Reserves Intermediate Fund class. Treasury Reserves Intermediate Fund
(Institutional) class was first offered on June 1, 1992 and beginning May 2,
1994 it became known as Treasury Reserves Intermediate Fund Institutional Class.
On May 2, 1994, the Treasury Reserves Intermediate Fund class became known as
the Treasury Reserves Intermediate Fund A Class. Effective as of close of
business on August 28, 1995, the Trust's name was changed from Delaware Group
Treasury Reserves, Inc. to Delaware Group Limited-Term Government Funds, Inc.
and the name Treasury Reserves Intermediate Series was changed to Limited-Term
Government Fund. At the same time, the names of Treasury Reserves Intermediate
Fund A Class, Treasury Reserves Intermediate Fund B Class and Treasury Reserves
Intermediate Fund Institutional Class were changed to Limited-Term Government
Fund A Class, Limited-Term Government Fund B Class, and Limited-Term Government
Fund Institutional Class, respectively. Effective as of August 16, 1999, the
name of Limited-Term Government Fund changed to Delaware Limited-Term Government
Fund. Corresponding changes were also made to the names of each of the Fund's
Classes. Effective as of December 15, 1999, the Trust's name was changed from
Delaware Group Limited-Term Government Funds, Inc. to Delaware Group
Limited-Term Government Funds. The Fund's Class R Shares were initially offered
on June 2, 2003.
Noncumulative Voting
The Trust's shares have non-cumulative voting rights, which means that the
holders of more than 50% of the shares of the Trust voting for the election of
Trustees can elect all of the Trustees if they choose to do so, and, in such
event, the holders of the remaining shares will not be able to elect any
Trustees.
PURCHASING SHARES
General Information
Shares of the Fund are offered on a continuous basis by the Distributor and
may be purchased through authorized investment dealers or directly by contacting
the Distributor or the Trust. The Trust reserves the right to suspend sales of
Fund shares, and reject any order for the purchase of Fund shares if in the
opinion of management such rejection is in the Fund's best interest. The minimum
initial investment generally is $1,000 for Class A Shares, Class B Shares and
Class C Shares. Subsequent purchases of such Classes generally must be at least
$100. The initial and subsequent investment minimums for Class A Shares will be
waived for purchases by officers, Trustees and employees of any Delaware
Investments Fund, the Manager or any of the Manager's affiliates if the
purchases are made pursuant to a payroll deduction program. Shares purchased
pursuant to the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act
and shares purchased in connection with an Automatic Investing Plan are subject
to a minimum initial purchase of $250 and a minimum subsequent purchase of $25.
There are no minimum purchase requirements for Class R and the Institutional
Classes, but certain eligibility requirements must be satisfied.
Each purchase of Class B Shares is subject to a maximum purchase limitation
of $100,000. For Class C Shares, each purchase must be in an amount that is less
than $1,000,000. See "Investment Plans" for purchase limitations applicable to
retirement plans. The Trust will reject any purchase order for more than
$100,000 of Class B Shares and $1,000,000 or more of Class C Shares. An investor
may exceed these limitations by making cumulative purchases over a period of
time. In doing so, an investor should keep in mind, however, that reduced
28
front-end sales charges apply to investments of $50,000 or more in Class A
Shares, and that Class A Shares are subject to lower annual Rule 12b-1 Plan
expenses than Class B Shares and Class C Shares and generally are not subject to
a contingent deferred sales charge ("CDSC").
Selling dealers are responsible for transmitting orders promptly. If a
purchase is canceled because your check is returned unpaid, you are responsible
for any loss incurred. The Fund can redeem shares from your account(s) to
reimburse itself for any loss, and you may be restricted from making future
purchases in any Delaware Investments Fund. The Fund reserves the right to
reject purchase orders paid by third-party checks or checks that are not drawn
on a domestic branch of a United States financial institution. If a check drawn
on a foreign financial institution is accepted, you may be subject to additional
bank charges for clearance and currency conversion.
The Fund also reserves the right, following shareholder notification, to
charge a service fee on non-retirement accounts that, as a result of redemption,
have remained below the minimum stated account balance for a period of three or
more consecutive months. Holders of such accounts may be notified of their
insufficient account balance and advised that they have until the end of the
current calendar quarter to raise their balance to the stated minimum. If the
account has not reached the minimum balance requirement by that time, the Fund
may charge a $9 fee for that quarter and each subsequent calendar quarter until
the account is brought up to the minimum balance. The service fee will be
deducted from the account during the first week of each calendar quarter for the
previous quarter, and will be used to help defray the cost of maintaining
low-balance accounts. No fees will be charged without proper notice, and no CDSC
will apply to such assessments.
The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under the minimum initial purchase
amount as a result of redemptions. An investor making the minimum initial
investment may be subject to involuntary redemption without the imposition of a
CDSC or Limited CDSC if he or she redeems any portion of his or her account.
The NASD has adopted amendments to its Conduct Rules, relating to
investment company sales charges. The Trust and the Distributor intend to
operate in compliance with these rules.
Class A Shares are purchased at the offering price which reflects a maximum
front-end sales charge of 2.75%; however, lower front-end sales charges apply
for larger purchases. See the table in the Fund Classes' Prospectus. Class A
Shares are also subject to annual Rule 12b-1 Plan expenses for the life of the
investment.
Class B Shares are purchased at net asset value ("NAV") and are subject to
a CDSC of: (i) 2.00% if shares are redeemed within the first year of purchase;
and (ii) 1.00% if shares are redeemed during the second and third years
following purchase and 0% thereafter. Class B Shares are also subject to annual
Rule 12b-1 Plan expenses which are higher than those to which Class A Shares are
subject and are assessed against the Class B Shares for approximately five years
after purchase. Class B Shares will automatically convert to Class A Shares at
the end of approximately five years after purchase. See "Automatic Conversion of
Class B Share" below.
Class C Shares are purchased at NAV and are subject to a CDSC of 1.00% if
shares are redeemed within 12 months following purchase. Class C Shares are also
subject to annual Rule 12b-1 Plan expenses for the life of the investment which
are equal to those to which Class B Shares are subject.
Class R Shares are purchased at the NAV per share without the imposition of
a front-end sales charge or CDSC. Class R Shares are subject to annual Rule
12b-1 Plan expenses for the life of the investment.
Institutional Class shares are purchased at the NAV per share without the
imposition of a front-end sales charge, CDSC or Rule 12b-1 Plan expenses.
See "Plans under Rule 12b-1 for the Fund Classes" and "Determining Offering
Price and Net Asset Value" below for more information
29
Certificates representing shares purchased are not ordinarily issued.
Certificates were previously issued for Class A Shares and Institutional Class
Shares of the Fund. However, purchases not involving the issuance of
certificates are confirmed to the investor and credited to the shareholder's
account on the books maintained by the Transfer Agent. The investor will have
the same rights of ownership with respect to such shares as if certificates had
been issued. An investor will be permitted to obtain a certificate in certain
limited circumstances that are approved by an appropriate officer of the Fund.
No charge is assessed by the Trust for any certificate issued. The Fund does not
intend to issue replacement certificates for lost or stolen certificates, except
in certain limited circumstances that are approved by an appropriate officer of
the Fund. In those circumstances, a shareholder may be subject to fees for
replacement of a lost or stolen certificate, under certain conditions, including
the cost of obtaining a bond covering the lost or stolen certificate. Please
contact the Trust for further information. Investors who hold certificates
representing any of their shares may only redeem those shares by written
request. The investor's certificate(s) must accompany such request.
Alternative Purchase Arrangements - Class A, B and C Shares
The alternative purchase arrangements of Fund Classes permit investors to
choose the method of purchasing shares that is most suitable for their needs
given the amount of their purchase, the length of time they expect to hold their
shares and other relevant circumstances. Investors should determine whether,
given their particular circumstances, it is more advantageous to purchase Class
A Shares and incur a front-end sales charge and annual Rule 12b-1 Plan expenses
of up to a maximum of 0.30% of the average daily net assets of Class A Shares,
or to purchase either Class B or Class C Shares and have the entire initial
purchase amount invested in the Fund with the investment thereafter subject to a
CDSC and annual Rule 12b-1 Plan expenses. Class B Shares are subject to a CDSC
if the shares are redeemed within three years of purchase, and Class C Shares
are subject to a CDSC if the shares are redeemed within 12 months of purchase.
Class B and Class C Shares are each subject to annual Rule 12b-1 Plan expenses
of up to a maximum of 1.00% (0.25% of which are service fees to be paid to the
Distributor, dealers or others for providing personal service and/or maintaining
shareholder accounts) of average daily net assets of the respective Class. Class
B Shares will automatically convert to Class A Shares at the end of
approximately five years after purchase and, thereafter, be subject to annual
Rule 12b-1 Plan expenses of up to a maximum of 0.30% of average daily net assets
of such shares. Unlike Class B Shares, Class C Shares do not convert to another
Class.
The higher Rule 12b-1 Plan expenses on Class B Shares and Class C Shares
will be offset to the extent a return is realized on the additional money
initially invested upon the purchase of such shares. However, there can be no
assurance as to the return, if any, that will be realized on such additional
money. In addition, the effect of any return earned on such additional money
will diminish over time. In comparing Class B Shares to Class C Shares,
investors should also consider the duration of the annual Rule 12b-1 Plan
expenses to which each of the classes is subject and the desirability of an
automatic conversion feature, which is available only for Class B Shares.
Class R Shares have no front-end sales charge and are not subject to a
CDSC, but incur annual Rule 12b-1 expenses of up to a maximum of 0.60%. Class A
Shares generally are not available for purchase by anyone qualified to purchase
Class R Shares.
In comparing Class B Shares and Class C Shares to Class R Shares, investors
should consider the higher Rule 12b-1 Plan expenses on Class B Shares and Class
C Shares. Investors also should consider the fact that, like Class B Shares and
Class C Shares, Class R Shares do not have a front-end sales charge and, unlike
Class B Shares and Class C Shares, Class R Shares are not subject to a CDSC. In
comparing Class B Shares to Class R shares, investors should also consider the
duration of the annual Rule 12b-1 Plan expenses to which each Class is subject
and the desirability of an automatic conversion feature to Class A Shares (with
lower annual Rule 12b-1 Plan fees), which is available only for Class B Shares
and does not subject the investor to a CDSC.
For the distribution and related services provided to, and the expenses
borne on behalf of, the Fund, the Distributor and others will be paid, in the
case of Class A Shares, from the proceeds of the front-end sales charge and Rule
12b-1 Plan fees, in the case of Class B Shares and Class C Shares, from the
proceeds of the Rule 12b-1 Plan fees and, if applicable, the CDSC incurred upon
redemption, and in the case of Class R Shares, from the proceeds of the Rule
12b-1 Plan fees. Financial advisors may receive different compensation for
selling Class A Shares, Class B
30
Shares, Class C Shares and Class R Shares. Investors should understand that the
purpose and function of the respective Rule 12b-1 Plans (including for Class R
Shares) and the CDSCs applicable to Class B Shares and Class C Shares are the
same as those of the Rule 12b-1 Plan and the front-end sales charge applicable
to Class A Shares in that such fees and charges are used to finance the
distribution of the respective Classes. See "Plans under Rule 12b-1 for the Fund
Classes" below for more information.
Dividends, if any, paid on Class A Shares, Class B Shares, Class C Shares,
Class R Shares and Institutional Class Shares will be calculated in the same
manner, at the same time and on the same day and will be in the same amount,
except that the amounts of Rule 12b-1 Plan expenses relating to Class A Shares,
Class B Shares, Class C Shares and Class R Shares will be borne exclusively by
such shares. See "Determining Offering Price and Net Asset Value" below for more
information.
Class A Shares: Purchases of $100,000 or more of Class A Shares at the
offering price carry reduced front-end sales charges as shown in the table in
the Fund Classes' Prospectus, and may include a series of purchases over a
13-month period under a Letter of Intention signed by the purchaser. See
"Special Purchase Features - Class A Shares" below for more information on ways
in which investors can avail themselves of reduced front-end sales charges and
other purchase features.
From time to time, upon written notice to all of its dealers, the
Distributor may hold special promotions for specified periods during which the
Distributor may re-allow to dealers up to the full amount of the front-end sales
charge. The Distributor should be contacted for further information on these
requirements as well as the basis and circumstances upon which the additional
commission will be paid. Participating dealers may be deemed to have additional
responsibilities under the securities laws. Dealers who receive 90% or more of
the sales charge may be deemed to be underwriters under the 1933 Act.
Dealer's Commission
As described in the Fund Classes' Prospectus, for initial purchases of
Class A Shares of $1,000,000 or more, a dealer's commission may be paid by the
Distributor to financial advisors through whom such purchases are effected.
In determining a financial advisor's eligibility for the dealer's
commission, purchases of Class A Shares of other Delaware Investments Funds as
to which a Limited CDSC applies (see "Contingent Deferred Sales Charge for
Certain Redemptions of Class A Shares Purchased at Net Asset Value" under
"Redemption and Exchange") may be aggregated with those of the Class A Shares of
the Fund. Financial advisors also may be eligible for a dealer's commission in
connection with certain purchases made under a Letter of Intention or pursuant
to an investor's Right of Accumulation. Financial advisors should contact the
Distributor concerning the applicability and calculation of the dealer's
commission in the case of combined purchases.
An exchange from other Delaware Investments Funds will not qualify for
payment of the dealer's commission, unless a dealer's commission or similar
payment has not been previously paid on the assets being exchanged. The schedule
and program for payment of the dealer's commission are subject to change or
termination at any time by the Distributor at its discretion.
Contingent Deferred Sales Charge - Class B Shares and Class C Shares
Class B Shares and Class C Shares are purchased without a front-end sales
charge. Class B Shares redeemed within three years of purchase may be subject to
a CDSC at the rates set forth above, and Class C Shares redeemed within 12
months of purchase may be subject to a CDSC of 1.00%. CDSCs are charged as a
percentage of the dollar amount subject to the CDSC. The charge will be assessed
on an amount equal to the lesser of the NAV at the time of purchase of the
shares being redeemed or the NAV of those shares at the time of redemption. No
CDSC will be imposed on increases in NAV above the initial purchase price, nor
will a CDSC be assessed on redemptions of shares acquired through reinvestment
of dividends or capital gains distributions. For purposes of this formula, the
"NAV at the time of purchase" will be the NAV at purchase of Class B Shares or
Class C Shares of the Fund, even if those shares are later exchanged for shares
of another Delaware Investments Fund. In the event of an exchange of
31
the shares, the "NAV of such shares at the time of redemption" will be the NAV
of the shares that were acquired in the exchange. See "Waiver of Contingent
Deferred Sales Charge--Class B Shares and Class C Shares" under "Redemption and
Exchange" for the Fund Classes for a list of the instances in which the CDSC is
waived.
During the fourth year after purchase and, thereafter, until converted
automatically into Class A Shares, Class B Shares will still be subject to the
annual Rule 12b-1 Plan expenses of up to 1.00% of average daily net assets of
those shares. At the end of approximately five years after purchase, an
investor's Class B Shares will be automatically converted into Class A Shares of
the Fund. See "Automatic Conversion of Class B Shares" under "Redemption and
Exchange." The Class A Shares into which Class B Shares will convert are subject
to ongoing annual Rule 12b-1 Plan expenses of up to a maximum of 0.30% of
average daily net assets of such shares.
In determining whether a CDSC applies to a redemption of Class B Shares, it
will be assumed that shares held for more than three years are redeemed first,
followed by shares acquired through the reinvestment of dividends or
distributions, and finally by shares held longest during the three-year period.
With respect to Class C Shares, it will be assumed that shares held for more
than 12 months are redeemed first followed by shares acquired through the
reinvestment of dividends or distributions, and finally by shares held for 12
months or less.
Deferred Sales Charge Alternative - Class B Shares
Class B Shares may be purchased at NAV without a front-end sales charge
and, as a result, the full amount of the investor's purchase payment will be
invested in Fund shares. The Distributor currently anticipates compensating
dealers or brokers for selling Class B Shares at the time of purchase from its
own assets in an amount equal to no more than 2.00% of the dollar amount
purchased. In addition, from time to time, upon written notice to all of its
dealers, the Distributor may hold special promotions for specified periods
during which the Distributor may pay additional compensation to dealers or
brokers for selling Class B Shares at the time of purchase. As discussed below,
however, Class B Shares are subject to annual Rule 12b-1 Plan expenses and, if
redeemed within three years of purchase, a CDSC.
Proceeds from the CDSC and the annual Rule 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class B Shares. These
payments support the compensation paid to dealers or brokers for selling Class B
Shares. Payments to the Distributor and others under the Class B Rule 12b-1 Plan
may be in an amount equal to no more than 1.00% annually. The combination of the
CDSC and the proceeds of the Rule 12b-1 Plan fees makes it possible for the Fund
to sell Class B Shares without deducting a front-end sales charge at the time of
purchase.
Holders of Class B Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for Class B Shares as
described in this Part B, even after the exchange. See "Redemption and Exchange"
below.
Automatic Conversion of Class B Shares
Class B Shares, other than shares acquired through reinvestment of
dividends, held for five years after purchase are eligible for automatic
conversion into Class A Shares. Conversions of Class B Shares into Class A
Shares will occur only four times in any calendar year, on the 18th day or next
business day of March, June, September and December (each, a "Conversion Date").
If the fifth anniversary after a purchase of Class B Shares falls on a
Conversion Date, an investor's Class B Shares will be converted on that date. If
the fifth anniversary occurs between Conversion Dates, an investor's Class B
Shares will be converted on the next Conversion Date after such anniversary.
Consequently, if a shareholder's fifth anniversary falls on the day after a
Conversion Date, that shareholder will have to hold Class B Shares for as long
as three additional months after the fifth anniversary of purchase before the
shares will automatically convert into Class A Shares.
Class B Shares of the Fund acquired through a reinvestment of dividends
will convert to the corresponding Class A Shares of the Fund pro-rata with Class
B Shares of the Fund not acquired through dividend reinvestment.
32
All such automatic conversions of Class B Shares will constitute tax-free
exchanges for federal income tax purposes.
Level Sales Charge Alternative - Class C Shares
Class C Shares may be purchased at NAV without a front-end sales charge
and, as a result, the full amount of an investor's purchase payment will be
invested in Fund shares. The Distributor currently compensates dealers or
brokers for selling Class C Shares at the time of purchase from its own assets
in an amount equal to no more than 1.00% of the dollar amount purchased. As
discussed below, Class C Shares are subject to annual Rule 12b-1 Plan expenses
and, if redeemed within 12 months of purchase, a CDSC.
Proceeds from the CDSC and the annual Rule 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class C Shares. These
payments support the compensation paid to dealers or brokers for selling Class C
Shares. Payments to the Distributor and others under the Class C Rule 12b-1 Plan
may be in an amount equal to no more than 1.00% annually.
Holders of Class C Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for Class C Shares as
described in this Part B. See "Redemption and Exchange" below.
Plans under Rule 12b-1 for the Fund Classes
Pursuant to Rule 12b-1 under the 1940 Act, the Trust has adopted a separate
plan for each of the Fund Classes (the "Plans"). Each Plan permits the Fund to
pay for certain distribution, promotional and related expenses involved in the
marketing of only the Class of shares to which the Plan applies. The Plans do
not apply to the Institutional Class of shares. Such shares are not included in
calculating the Plans' fees, and the Plans are not used to assist in the
distribution and marketing of shares of the Institutional Class. Shareholders of
the Institutional Class may not vote on matters affecting the Plans.
The Plans permit the Fund, pursuant to their Distribution Agreement, to pay
out of the assets of the Fund Classes monthly fees to the Distributor for its
services and expenses in distributing and promoting sales of shares of such
classes. These expenses include, among other things, preparing and distributing
advertisements, sales literature, and prospectuses and reports used for sales
purposes, compensating sales and marketing personnel, holding special promotions
for specified periods of time and paying distribution and maintenance fees to
brokers, dealers and others. In connection with the promotion of shares of the
Fund Classes, the Distributor may, from time to time, pay to participate in
dealer-sponsored seminars and conferences, and reimburse dealers for expenses
incurred in connection with pre-approved seminars, conferences and advertising.
The Distributor may pay or allow additional promotional incentives to dealers as
part of pre-approved sales contests and/or to dealers who provide extra training
and information concerning the Fund Classes and increase sales of the Fund
Classes.
In addition, each Fund may make payments from the Rule 12b-1 Plan fees of
its respective Fund Classes directly to others, such as banks, who aid in the
distribution of Fund Class shares or provide services in respect of a Fund
Class, pursuant to service agreements with the Trust. The Plan expenses relating
to Class B Shares and Class C Shares are also used to pay the Distributor for
advancing the commission costs to dealers with respect to the initial sale of
such shares.
The maximum aggregate fee payable by the Fund under its Plans, and the
Fund's Distribution Agreements, is on an annual basis, up to 0.30% of average
daily net assets for the year of Class A Shares, up to 1.00% (0.25% of which are
service fees to be paid to the Distributor, dealers and others for providing
personal service and/or maintaining shareholder accounts) of each of the Class B
Shares' and the Class C Shares' average daily net assets for the year and up to
0.60% of Class R Shares' average daily net assets for the year. The Fund's
Distributor may reduce/waive these amounts at any time.
33
On May 21, 1987, the Board of Trustees set the fee for Class A Shares,
pursuant to its Plan, at 0.15% of average daily net assets. This fee was
effective until May 31, 1992. Effective June 1, 1992, the Board of Trustees
determined that the annual fee, payable on a monthly basis, under the Plan, will
be equal to the sum of: (i) the amount obtained by multiplying 0.10% by the
average daily net assets represented by Class A Shares which were originally
purchased prior to June 1, 1992 in the Investors Series I class (which was
converted into what is now referred to as Class A Shares) on June 1, 1992
pursuant to a Plan of Recapitalization approved by shareholders of the Investors
Series I class), and (ii) the amount obtained by multiplying 0.15% by the
average daily net assets represented by all other Class A Shares. While this is
the method to be used to calculate the Rule 12b-1 fees to be paid by Class A
Shares, the fee is a Class expense so that all shareholders regardless of
whether they originally purchased or received shares in the Investors Series I
class, or in one of the other classes that is now known as Class A Shares will
bear Rule 12b-1 expenses at the same rate. While this describes the current
formula for calculating the fees which will be payable under the Class A Shares'
Plan beginning June 1, 1992, the Plan permits a full 0.30% on all assets of
Class A Shares to be paid at any time following appropriate Board approval.
While payments pursuant to the Plans may not exceed the foregoing amounts,
the Plans do not limit fees to amounts actually expended by the Distributor. It
is therefore possible that the Distributor may realize a profit in any
particular year. However, the Distributor currently expects that its
distribution expenses will likely equal or exceed payments to it under the
Plans. The Distributor may, however, incur such additional expenses and make
additional payments to dealers from its own resources to promote the
distribution of shares of the Fund Classes. The monthly fees paid to the
Distributor under the Plans are subject to the review and approval of the
Trust's Independent Trustees, who may reduce the fees or terminate the Plans at
any time.
All of the distribution expenses incurred by the Distributor and others,
such as broker/dealers, in excess of the amount paid on behalf of the Fund
Classes would be borne by such persons without any reimbursement from such Fund
Classes. Consistent with the requirements of Rule 12b-1(h) under the 1940 Act,
and subject to seeking best execution, the Fund may, from time to time, buy or
sell portfolio securities from or to firms which receive payments under the
Plans.
From time to time, the Distributor may pay additional amounts from its own
resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.
The Plans and the Distribution Agreements, as amended, have been approved
by the Board of Trustees of the Trust, including a majority of the Independent
Trustees who have no direct or indirect financial interest in the Plans and
related Distribution Agreements, by vote cast in person at a meeting duly called
for the purpose of voting on the Plans and such Distribution Agreement.
Continuation of the Plans and the Distribution Agreement, as amended, must be
approved annually by the Board of Trustees in the same manner as specified
above.
Each year, the Board of Trustees must determine whether continuation of the
Plans is in the best interest of shareholders of the Fund Classes and that there
is a reasonable likelihood of each Plan providing a benefit to its respective
Fund Class. The Plans and the Distribution Agreements, as amended, may be
terminated with respect to a Fund Class at any time without penalty by a
majority of Independent Trustees who have no direct or indirect financial
interest in the Plans and the Distribution Agreements, or by a majority vote of
the relevant Fund Class' outstanding voting securities. Any amendment materially
increasing the percentage payable under the Plans must likewise be approved by a
majority vote of the relevant Fund Class' outstanding voting securities, as well
as by a majority vote of Independent Trustees who have no direct or indirect
financial interest in the Plans or Distribution Agreements. With respect to each
Class A Plan, any material increase in the maximum percentage payable thereunder
must also be approved by a majority of the outstanding voting securities of a
Fund's Class B Shares. Also, any other material amendment to the Plans must be
approved by a majority vote of the Trustees, including a majority of Independent
Trustees who have no direct or indirect financial interest in the Plans or
Distribution Agreements. In addition, in order for the Plans to remain
effective, the selection and nomination of Independent Trustees must be effected
by the Trustees who are Independent Trustees and who have no direct or indirect
financial interest in the Plans or Distribution Agreements. Persons authorized
to make payments under the Plans must provide written reports at least quarterly
to the Board of Trustees for their review.
34
For the fiscal year ended December 31, 2005, the Rule 12b-1 payments under the Fund Classes' Plans were as indicated below.
------------------------------------ ---------------- --------------- ---------------- ---------------
Class A Shares Class B Shares Class C Shares Class R Shares
------------------------------------ ---------------- --------------- ---------------- ---------------
Advertising $-- $-- $-- $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Annual/Semiannual Reports $3,869 $673 $886 $205
------------------------------------ ---------------- --------------- ---------------- ---------------
Broker Trails $248,771 $36,874 $361,638 $9,397
------------------------------------ ---------------- --------------- ---------------- ---------------
Broker Sales Charges $-- $113,447 $47,532 $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Dealer Service Expenses $-- $-- $-- $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Interest on Broker Sales Charges $-- $11,551 $16,597 $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Commissions to Wholesalers $-- $-- $-- $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Promotional-Broker Meetings $-- $-- $-- $--
------------------------------------ ---------------- --------------- ---------------- --------------
Promotional-Other $5,482 $687 $792 $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Prospectus Printing $6,284 $726 $942 $121
------------------------------------ ---------------- --------------- ---------------- ---------------
Telephone $-- $-- $-- $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Wholesaler Expenses $56,256 $12,170 $19,693 $1,730
------------------------------------ ---------------- --------------- ---------------- ---------------
Other $-- $-- $-- $--
------------------------------------ ---------------- --------------- ---------------- ---------------
Total $320,662 $176,128 $448,080 $11,453
------------------------------------ ---------------- --------------- ---------------- ---------------
Other Payments to Dealers - Class A Shares, Class B Shares Class C Shares and Class R Shares
From time to time, at the discretion of the Distributor, all registered
broker/dealers whose aggregate sales of Fund Classes exceed certain limits as
set by the Distributor, may receive from the Distributor an additional payment
of up to 0.25% of the dollar amount of such sales. The Distributor may also
provide additional promotional incentives or payments to dealers that sell
shares of the Delaware Investments Funds. In some instances, these incentives or
payments may be offered only to certain dealers who maintain, have sold or may
sell certain amounts of shares. The Distributor may also pay a portion of the
expense of pre-approved dealer advertisements promoting the sale of Delaware
Investments Fund shares.
Special Purchase Features - Class A Shares
Buying Class A Shares at Net Asset Value: The Fund Classes' Prospectuses
sets forth the categories of investors who may purchase Class A Shares at NAV.
This section provides additional information regarding this privilege. The Fund
must be notified in advance that a trade qualifies for purchase at NAV.
As disclosed in the Fund Classes' Prospectuses, certain retirement plans
that contain certain legacy retirement assets may make purchases of Class A
shares at NAV. The requirements are as follows:
o The purchase must be made by a group retirement plan (excluding defined
benefit plans): (a) that purchased Class A shares prior to a recordkeeping
transition period from August 2004 to October 2004; and (b) where the plan
participants records were maintained on Retirement Financial Services, Inc.'s
("RFS") proprietary recordkeeping system, provided that the plan: (i) has in
excess of $500,000 of plan assets invested in Class A Shares of a Delaware
Investments Fund and any stable value account available to investment advisory
clients of the Manager or its affiliates; or (ii) is sponsored by an employer
that has at any point after May 1, 1997 had more than 100 employees while such
plan has held Class A Shares of a Delaware Investments Fund and such employer
has properly represented to, and received written confirmation back from RFS in
writing that it has the requisite number of employees. See "Group Investment
Plans" for information regarding the applicability of the Limited CDSC.
o The purchase must be made by any group retirement plan (excluding defined
benefit pension plans) that purchased Class A shares prior to an August 2004 to
October 2004 recordkeeping transition period and purchased shares through a
retirement plan alliance program, provided that RFS was the sponsor of the
alliance
35
program or had a product participation agreement with the sponsor of the
alliance program.
As disclosed in the Fund Classes' Prospectuses certain legacy bank
sponsored retirement plans may make purchases of Class A shares at NAV. These
purchases may be made by bank sponsored retirement plans that held, but are no
longer eligible to purchase, Institutional Class shares or interests in a
collective trust as a result of a change in distribution arrangements.
Allied Plans: Class A Shares are available for purchase by participants in
certain 401(k) Defined Contribution Plans ("Allied Plans") which are made
available under a joint venture agreement between the Distributor and another
institution through which mutual funds are marketed and which allow investments
in Class A Shares of designated Delaware Investments Funds ("eligible Delaware
Investments Fund shares"), as well as shares of designated classes of
non-Delaware Investments Funds ("eligible non-Delaware Investments Fund
shares"). Class B Shares and Class C Shares are not eligible for purchase by
Allied Plans.
With respect to purchases made in connection with an Allied Plan, the value
of eligible Delaware Investments and eligible non-Delaware Investments Fund
shares held by the Allied Plan may be combined with the dollar amount of new
purchases by that Allied Plan to obtain a reduced front-end sales charge on
additional purchases of eligible Delaware Investments Fund shares. See "Combined
Purchases Privilege" below.
Participants in Allied Plans may exchange all or part of their eligible
Delaware Investments Fund shares for other eligible Delaware Investments Fund
shares or for eligible non-Delaware Investments Fund shares at NAV without
payment of a front-end sales charge. However, exchanges of eligible fund shares,
both Delaware Investments and non-Delaware Investments, which were not subject
to a front end sales charge, will be subject to the applicable sales charge if
exchanged for eligible Delaware Investments Fund shares to which a sales charge
applies. No sales charge will apply if the eligible fund shares were previously
acquired through the exchange of eligible shares on which a sales charge was
already paid or through the reinvestment of dividends. See "Investing by
Exchange" below.
A dealer's commission may be payable on purchases of eligible Delaware
Investments Fund shares under an Allied Plan. In determining a financial
advisor's eligibility for a dealer's commission on NAV purchases of eligible
Delaware Investments Fund shares in connection with Allied Plans, all
participant holdings in the Allied Plan will be aggregated. See "Class A Shares"
above under "Purchasing Shares."
The Limited CDSC is applicable to redemptions of net asset value purchases
from an Allied Plan on which a dealer's commission has been paid. Waivers of the
Limited CDSC, as described in the Fund Classes' Prospectuses, apply to
redemptions by participants in Allied Plans except in the case of exchanges
between eligible Delaware Investments and non-Delaware Investments Fund shares.
When eligible Delaware Investments Fund shares are exchanged into eligible
non-Delaware Investments Fund shares, the Limited CDSC will be imposed at the
time of the exchange, unless the joint venture agreement specifies that the
amount of the Limited CDSC will be paid by the financial advisor or selling
dealer. See "Contingent Deferred Sales Charge for Certain Redemptions of Class A
Shares Purchased at Net Asset Value" under "Redemption and Exchange" below.
Letter of Intention: The reduced front-end sales charges described above
with respect to Class A Shares are also applicable to the aggregate amount of
purchases made by any such purchaser within a 13-month period pursuant to a
written Letter of Intention provided by the Distributor and signed by the
purchaser, and not legally binding on the signer or the Trust which provides for
the holding in escrow by the Transfer Agent, of 5% of the total amount of Class
A Shares intended to be purchased until such purchase is completed within the
13-month period. A Letter of Intention may be dated to include shares purchased
up to 90 days prior to the date the Letter of Intention is signed. The 13-month
period begins on the date of the earliest purchase. If the intended investment
is not completed, except as noted below, the purchaser will be asked to pay an
amount equal to the difference between the front-end sales charge on Class A
Shares purchased at the reduced rate and the front-end sales charge otherwise
applicable to the total shares purchased. If such payment is not made within 20
days following the expiration of the 13-month period, the Transfer Agent will
surrender an appropriate number of the escrowed shares for redemption in order
to realize
36
the difference. Such purchasers may include the values (at offering price at the
level designated in their Letter of Intention) of all their shares of the Fund
and of any class of any of the other Delaware Investments Funds previously
purchased and still held as of the date of their Letter of Intention toward the
completion of such Letter, except as described below. Those purchasers cannot
include shares that did not carry a front-end sales charge, CDSC or Limited
CDSC, unless the purchaser acquired those shares through an exchange from a
Delaware Investments Fund that did carry a front-end sales charge, CDSC or
Limited CDSC. For purposes of satisfying an investor's obligation under a Letter
of Intention, Class B Shares and Class C Shares of the Fund and the
corresponding classes of shares of other Delaware Investments Funds which offer
such shares may be aggregated with Class A Shares of the Fund and the
corresponding class of shares of the other Delaware Investments Funds.
Employers offering a Delaware Investments retirement plan may also complete
a Letter of Intention to obtain a reduced front-end sales charge on investments
of Class A Shares made by the plan. The aggregate investment level of the Letter
of Intention will be determined and accepted by the Transfer Agent at the point
of plan establishment. The level and any reduction in front-end sales charge
will be based on actual plan participation and the projected investments in
Delaware Investments Funds that are offered with a front-end sales charge, CDSC
or Limited CDSC for a 13-month period. The Transfer Agent reserves the right to
adjust the signed Letter of Intention based on this acceptance criteria. The
13-month period will begin on the date this Letter of Intention is accepted by
the Transfer Agent. If actual investments exceed the anticipated level and equal
an amount that would qualify the plan for further discounts, any front-end sales
charges will be automatically adjusted. In the event this Letter of Intention is
not fulfilled within the 13-month period, the plan level will be adjusted
(without completing another Letter of Intention) and the employer will be billed
for the difference in front-end sales charges due, based on the plan's assets
under management at that time. Employers may also include the value (at offering
price at the level designated in their Letter of Intention) of all their shares
intended for purchase that are offered with a front-end sales charge, CDSC or
Limited CDSC of any class. Class B Shares and Class C Shares of the Fund and
other Delaware Investments Funds which offer corresponding classes of shares may
also be aggregated for this purpose.
Combined Purchases Privilege: When you determine the availability of the
reduced front-end sales charges on Class A Shares, you can include, subject to
the exceptions described below, the total amount of any Class of shares you own
of a Fund and all other Delaware Investments Funds. In addition, if you are an
investment advisory client of the Manager's affiliates you may include assets
held in a stable value account in the total amount. However, you cannot include
mutual fund shares that do not carry a front-end sales charge, CDSC or Limited
CDSC, unless you acquired those shares through an exchange from a Delaware
Investments Fund that did carry a front-end sales charge, CDSC or Limited CDSC.
The privilege also extends to all purchases made at one time by an
individual; or an individual, his or her spouse and their children under 21; or
a trustee or other fiduciary of trust estates or fiduciary accounts for the
benefit of such family members (including certain employee benefit programs).
Right of Accumulation
In determining the availability of the reduced front-end sales charge on
Class A Shares, purchasers may also combine any subsequent purchases of Class A
Shares, Class B Shares and Class C Shares of the Fund, as well as shares of any
other class of any of the other Delaware Investments Funds, as well as shares of
any other class of any of other Delaware Investments Fund which offer such
classes (except shares of any Delaware Investments Fund which do not carry a
front-end sales charge, CDSC or Limited CDSC. If, for example, any such
purchaser has previously purchased and still holds Class A Shares and/or shares
of any other of the classes described in the previous sentence with a value of
$40,000 and subsequently purchases $60,000 at offering price of additional
shares of Class A Shares, the charge applicable to the $60,000 purchase would
currently be 2.00%. For the purpose of this calculation, the shares presently
held shall be valued at the public offering price that would have been in effect
were the shares purchased simultaneously with the current purchase. Investors
should refer to the table of sales charges for Class A Shares in the Fund
Classes' Prospectus to determine the applicability of the Right of Accumulation
to their particular circumstances.
37
12-Month Reinvestment Privilege: Holders of Class A Shares and Class B
Shares of the Fund (and of the Institutional Class Shares holding shares which
were acquired through an exchange from one of the other Delaware Investments
Funds offered with a front-end sales charge) who redeem such shares have one
year from the date of redemption to reinvest all or part of their redemption
proceeds in the same Class of the Fund or in the same Class of any of the other
Delaware Investments Funds. In the case of Class A Shares, the reinvestment will
not be assessed a front-end sales charge and in the case of Class B Shares, the
amount of the CDSC previously charged on the redemption will be reimbursed by
the Distributor. The reinvestment will be subject to applicable eligibility and
minimum purchase requirements and must be in states where shares of such other
funds may be sold. This reinvestment privilege does not extend to Class A Shares
where the redemption of the shares triggered the payment of a Limited CDSC.
Persons investing redemption proceeds from direct investments in the Delaware
Investments Funds, offered without a front-end sales charge will be required to
pay the applicable sales charge when purchasing Class A Shares. The reinvestment
privilege does not extend to a redemption of Class C Shares.
Any such reinvestment cannot exceed the redemption proceeds (plus any
amount necessary to purchase a full share). The reinvestment will be made at the
NAV next determined after receipt of remittance. In the case of Class B Shares,
the time that the previous investment was held will be included in determining
any applicable CDSC due upon redemptions as well as the automatic conversion
into Class A Shares.
A redemption and reinvestment of Class B Shares could have income tax
consequences. Shareholders will receive from the Distributor the amount of the
CDSC paid at the time of redemption as part of the reinvested shares, which may
be treated as a capital gain to the shareholder for tax purposes. It is
recommended that a tax advisor be consulted with respect to such transactions.
Any reinvestment directed to a Delaware Investments Fund in which the
investor does not then have an account will be treated like all other initial
purchases of such Fund's shares. Consequently, an investor should obtain and
read carefully the prospectus for the Delaware Investments Fund in which the
investment is intended to be made before investing or sending money. The
prospectus contains more complete information about the Delaware Investments
Fund, including charges and expenses.
Investors should consult their financial advisors or the Transfer Agent,
which also serves as the Fund's shareholder servicing agent, about the
applicability of the Class A Limited CDSC in connection with the features
described above.
Group Investment Plans: Group Investment Plans which are not eligible to
purchase shares of the Institutional Class may also benefit from the reduced
front-end sales charges for investments in Class A Shares set forth in the table
in the Fund Classes' Prospectuses, based on total plan assets. If a company has
more than one plan investing in Delaware Investments Funds, then the total
amount invested in all plans would be used in determining the applicable
front-end sales charge reduction upon each purchase, both initial and
subsequent, upon notification to the Fund at the time of each such purchase.
Employees participating in such Group Investment Plans may also combine the
investments made in their plan account when determining the applicable front-end
sales charge on purchases to non-retirement Delaware Investments investment
accounts if they so notify the Fund in which they are investing in connection
with each purchase. See "Retirement Plans for the Fund Classes" under
"Investment Plans" below for information about retirement plans.
The Limited CDSC is generally applicable to any redemptions of NAV
purchases made on behalf of a group retirement plan on which a dealer's
commission has been paid only if such redemption is made pursuant to a
withdrawal of the entire plan from a Delaware Investments Fund. See "Contingent
Deferred Sales Charge for Certain Redemptions of Class A Shares Purchased at Net
Asset Value" under "Redemption and Exchange" below. Notwithstanding the
foregoing, the Limited CDSC for Class A Shares on which a dealer's commission
has been paid will be waived in connection with redemptions by certain group
defined contribution retirement plans that purchase shares through a retirement
plan alliance program which requires that shares will be available at NAV,
provided that RFS either was the sponsor of the alliance program or had a
product participation agreement with the sponsor of the alliance program that
specifies that the Limited CDSC will be waived.
38
INVESTMENT PLANS
Reinvestment Plan/Open Account
Unless otherwise designated by shareholders in writing, dividends from net
investment income and distributions from realized securities profits, if any,
will be automatically reinvested in additional shares in which an investor has
an account (based on the net asset value in effect on the reinvestment date) and
will be credited to the shareholder's account on that date. All dividends and
distributions of the Institutional Class are reinvested in the accounts of the
holders of such shares (based on the net asset value in effect on the
reinvestment date). Confirmations of any distributions from realized securities
profits will be mailed to shareholders in the first quarter of each fiscal year.
Under the Reinvestment Plan/Open Account, shareholders may purchase and add
full and fractional shares to their plan accounts at any time either through
their investment dealers or by sending a check or money order to the Fund and
Class in which shares are being purchased. Such purchases, which must meet the
minimum subsequent purchase requirements set forth in the Prospectuses and this
Part B, are made for Class A Shares at the public offering price, and for the
Class B Shares, Class C Shares, Class R Shares and the Institutional Classes at
the net asset value, at the end of the day of receipt. A reinvestment plan may
be terminated at any time. This plan does not assure a profit nor protect
against depreciation in a declining market.
Reinvestment of Dividends in Other Delaware Investments Funds
Subject to applicable eligibility and minimum initial purchase requirements
and the limitations set forth below, holders of Fund Classes may automatically
reinvest dividends and/or distributions in any of the other Delaware Investments
Funds, including the Fund, in states where their shares may be sold. Such
investments will be at NAV at the close of business on the reinvestment date
without any front-end sales charge or service fee. The shareholder must notify
the Transfer Agent in writing and must have established an account in the fund
into which the dividends and/or distributions are to be invested. Any
reinvestment directed to a fund in which the investor does not then have an
account will be treated like all other initial purchases of the fund's shares.
Consequently, an investor should obtain and read carefully the prospectus for
the fund in which the investment is intended to be made before investing or
sending money. The prospectus contains more complete information about the fund,
including charges and expenses.
Subject to the following limitations, dividends and/or distributions from
other Delaware Investments Funds may be invested in shares of the Fund, provided
an account has been established. Dividends from Class A Shares may not be
directed to Class B Shares, Class C Shares or Class R Shares. Dividends from
Class B Shares may only be directed to other Class B Shares, dividends from
Class C Shares may only be directed to other Class C Shares and dividends from
Class R Shares may only be directed to other Class R Shares.
Capital gains and/or dividend distributions for participants in the
following retirement plans are automatically reinvested into the same Delaware
Investments Fund in which their investments are held: SAR/SEP, SEP/IRA, SIMPLE
IRA, SIMPLE 401(k), Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, or 403(b)(7) or 457 Deferred Compensation Plans.
Investing by Exchange
If you have an investment in another Delaware Investments Fund, you may
write and authorize an exchange of part or all of your investment into shares of
the Fund. If you wish to open an account by exchange, call the Shareholder
Service Center for more information. All exchanges are subject to the
eligibility and minimum purchase requirements and any additional limitations set
forth in the Fund's Prospectuses. See "Redemption and Exchange" below for more
complete information concerning your exchange privileges.
Investing proceeds from Eligible 529 Plans
The proceeds of a withdrawal from an Eligible 529 Plan which are directly
reinvested in a substantially
39
similar class of the Delaware Investments Funds will qualify for treatment as if
such proceeds had been exchanged from another Delaware Investments Fund rather
than transferred from the Eligible 529 Plan, as described under "Redemption and
Exchange" below. The treatment of your redemption proceeds from an Eligible 529
Plan does not apply if you take possession of the proceeds of the withdrawal and
subsequently reinvest them (i.e., the transfer is not made directly). Similar
benefits may also be extended to direct transfers from a substantially similar
class of a Delaware Investments Fund into an Eligible 529 Plan.
Investing by Electronic Fund Transfer
Direct Deposit Purchase Plan: Investors may arrange for the Fund to accept
for investment in the Fund Classes, through an agent bank, pre-authorized
government or private recurring payments. This method of investment assures the
timely credit to the shareholder's account of payments such as social security,
veterans' pension or compensation benefits, federal salaries, Railroad
Retirement benefits, private payroll checks, dividends, and disability or
pension fund benefits. It also eliminates the possibility and inconvenience of
lost, stolen and delayed checks.
Automatic Investing Plan: Shareholders of Class A Shares, Class B Shares
and Class C Shares may make automatic investments by authorizing, in advance,
monthly or quarterly payments directly from their checking account for deposit
into their Fund account. This type of investment will be handled in either of
the following ways: (i) if the shareholder's bank is a member of the National
Automated Clearing House Association ("NACHA"), the amount of the periodic
investment will be electronically deducted from his or her checking account by
Electronic Fund Transfer ("EFT") and such checking account will reflect a debit
although no check is required to initiate the transaction; or (ii) if the
shareholder's bank is not a member of NACHA, deductions will be made by
pre-authorized checks, known as Depository Transfer Checks. Should the
shareholder's bank become a member of NACHA in the future, his or her
investments would be handled electronically through EFT.
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k), Profit Sharing and Money Purchase
Pension Plans, 401(k) Defined Contribution Plans, or 403(b)(7) or 457 Deferred
Compensation Plans.
* * *
Minimum Initial/Subsequent Investments by Electronic Fund Transfer: Initial
investments under the Direct Deposit Purchase Plan and the Automatic Investing
Plan must be for $250 or more and subsequent investments under such plans must
be for $25 or more. An investor wishing to take advantage of either service must
complete an authorization form. Either service can be discontinued by the
shareholder at any time without penalty by giving written notice.
Payments to the Fund from the federal government or its agencies on behalf
of a shareholder may be credited to the shareholder's account after such
payments should have been terminated by reason of death or otherwise. Any such
payments are subject to reclamation by the federal government or its agencies.
Similarly, under certain circumstances, investments from private sources may be
subject to reclamation by the transmitting bank. In the event of a reclamation,
the Fund may liquidate sufficient shares from a shareholder's account to
reimburse the government or the private source. In the event there are
insufficient shares in the shareholder's account, the shareholder is expected to
reimburse the Fund.
Direct Deposit Purchases by Mail
Shareholders may authorize a third party, such as a bank or employer, to
make investments directly to their Fund accounts. The Fund will accept these
investments, such as bank-by-phone, annuity payments and payroll allotments, by
mail directly from the third party. Investors should contact their employers or
financial institutions who in turn should contact the Trust for proper
instructions.
MoneyLine(SM) On Demand
40
You or your investment dealer may request purchases of Fund shares by phone
using MoneyLine(SM) On Demand. When you authorize the Fund to accept such requests
from you or your investment dealer, funds will be withdrawn from (for share
purchases) your pre-designated bank account. Your request will be processed the
same day if you call prior to 4 p.m., Eastern Time. There is a $25 minimum and
$50,000 maximum limit for MoneyLineSM On Demand transactions.
It may take up to four business days for the transactions to be completed.
You can initiate this service by completing an Account Services form. If your
name and address are not identical to the name and address on your Fund account,
you must have your signature guaranteed. The Fund does not charge a fee for this
service; however, your bank may charge a fee.
Wealth Builder Option
Shareholders can use the Wealth Builder Option to invest in the Fund
Classes through regular liquidations of shares in their accounts in other
Delaware Investments Funds. Shareholders of the Fund Classes may elect to invest
in one or more of the other Delaware Investments Funds through the Wealth
Builder Option. If in connection with the election of the Wealth Builder Option,
you wish to open a new account to receive the automatic investment, such new
account must meet the minimum initial purchase requirements described in the
prospectus of the fund that you select. All investments under this option are
exchanges and are therefore subject to the same conditions and limitations as
other exchanges noted above.
Under this automatic exchange program, shareholders can authorize regular
monthly investments (minimum of $100 per fund) to be liquidated from their
account and invested automatically into other Delaware Investments Funds,
subject to the conditions and limitations set forth in the Fund Classes'
Prospectuses. The investment will be made on the 20th day of each month (or, if
the fund selected is not open that day, the next business day) at the public
offering price or NAV, as applicable, of the fund selected on the date of
investment. No investment will be made for any month if the value of the
shareholder's account is less than the amount specified for investment.
Periodic investment through the Wealth Builder Option does not insure
profits or protect against losses in a declining market. The price of the fund
into which investments are made could fluctuate. Since this program involves
continuous investment regardless of such fluctuating value, investors selecting
this option should consider their financial ability to continue to participate
in the program through periods of low fund share prices. This program involves
automatic exchanges between two or more fund accounts and is treated as a
purchase of shares of the fund into which investments are made through the
program. Shareholders can terminate their participation in Wealth Builder at any
time by giving written notice to the fund from which exchanges are made.
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k), Profit Sharing and Money Purchase
Pension Plans and 401(k), 403(b)(7) or 457 Plans. This option also is not
available to shareholders of the Institutional Classes.
Asset Planner
The Fund previously offered the Asset Planner asset allocation service.
This service is no longer offered for the Fund. Please call the Shareholder
Service Center at (800) 523-1918 if you have any questions regarding this
service.
Retirement Plans for the Fund Classes
An investment in the Fund may be suitable for tax-deferred retirement
plans, such as: Profit Sharing or Money Purchase Pension Plans, Individual
Retirement Accounts ("IRAs"), Roth IRAs, SEP/IRAs, SAR/SEPs, 401(k) plans,
403(b)(7) plans, 457 plans, SIMPLE IRAs and SIMPLE 401(k)s. In addition, the
Fund may be suitable for use in Coverdell Education Savings Accounts ("Coverdell
ESAs"). For further details concerning these plans and accounts, including
applications, contact your investment advisor or the Distributor. To determine
whether the benefits of a tax-sheltered retirement plan or Coverdell ESA are
available and/or appropriate, you should consult with a tax adviser.
41
Class B Shares are available only through IRAs, SIMPLE IRAs, Roth IRAs,
Coverdell ESAs, SEP/IRAs, SAR/IRAs, 403(b)(7) plans and 457 Plans. The CDSC may
be waived on certain redemptions of Class B Shares and Class C Shares. See the
Fund Classes' Prospectus for a list of the instances in which the CDSC is
waived.
Purchases of Class B Shares are subject to a maximum purchase limitation of
$100,000 for retirement plans. Purchases of Class C Shares must be in an amount
that is less than $1,000,000 for such plans. The maximum purchase limitations
apply only to the initial purchase of shares by the retirement plan.
Minimum investment limitations generally applicable to other investors do
not apply to retirement plans other than IRAs, for which there is a minimum
initial purchase of $250 and a minimum subsequent purchase of $25, regardless of
which Class is selected. Retirement plans may be subject to plan establishment
fees, annual maintenance fees and/or other administrative or trustee fees. Fees
are based upon the number of participants in the plan as well as the services
selected. Additional information about fees is included in retirement plan
materials. Fees are quoted upon request. Annual maintenance fees may be shared
by Delaware Management Trust Company, the Transfer Agent, other affiliates of
the Manager and others that provide services to such Plans.
Certain shareholder investment services available to non-retirement plan
shareholders may not be available to retirement plan shareholders. Certain
retirement plans may qualify to purchase shares of the Institutional Class
Shares. See "Availability of Institutional Class Shares" above. For additional
information on any of the plans and Delaware Investments' retirement services,
call the Shareholder Service Center telephone number.
DETERMINING OFFERING PRICE AND NET ASSET VALUE
Orders for purchases and redemptions of Class A Shares are effected at the
offering price next calculated after receipt of the order by the Fund, its agent
or certain other authorized persons. Orders for purchases and redemptions of
Class B Shares, Class C Shares, Class R Shares and Institutional Class Shares
are effected at the NAV per share next calculated after receipt of the order by
the Fund, their agent or certain other authorized persons. See "Distributor"
under "Investment Advisor and Other Service Providers" above. Selling dealers
are responsible for transmitting orders promptly.
The offering price for Class A Shares consists of the NAV per share plus
any applicable sales charges. Offering price and NAV are computed as of the
close of regular trading on the New York Stock Exchange (the "NYSE"), which is
normally 4 p.m., Eastern Time, on days when the NYSE is open for business. The
NYSE is scheduled to be open Monday through Friday throughout the year except
for days when the following holidays are observed: New Year's Day, Martin Luther
King, Jr.'s Birthday, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. When the NYSE is closed, the Fund
will generally be closed, pricing calculations will not be made and purchase and
redemption orders will not be processed.
The NAV per share for each share class of the Fund is calculated by
subtracting the liabilities of each class from its total assets and dividing the
resulting number by the number of shares outstanding for that class. In
determining the Fund's total net assets, portfolio securities primarily listed
or traded on a national or foreign securities exchange, except for bonds, are
generally valued at the closing price on that exchange, unless such closing
prices are determined to be not readily available pursuant to the Fund's pricing
procedures. Exchange traded options are valued at the last reported sale price
or, if no sales are reported, at the mean between bid and asked prices.
Non-exchange traded options are valued at fair value using a mathematical model.
Futures contracts are valued at their daily quoted settlement price. For
valuation purposes, foreign currencies and foreign securities denominated in
foreign currency values will be converted into U.S. dollar values at the mean
between the bid and offered quotations of such currencies against U.S. dollars
based on rates in effect that day. Securities not traded on a particular day,
over-the-counter securities, and government and agency securities are valued at
the mean value between bid and asked prices. Money market instruments having a
maturity of less than 60 days are valued at amortized cost, which approximates
market value. Debt securities (other than short-term obligations) are valued on
the basis of valuations provided by a pricing service when such prices are
believed to reflect the fair value of such securities. Foreign securities and
the prices of
42
foreign securities denominated in foreign currencies are translated to U.S.
dollars at the mean between the bid and offer quotations of such currencies
based on rates in effect as of the close of the London Stock Exchange. Use of a
pricing service has been approved by the Board of Trustees. Prices provided by a
pricing service take into account appropriate factors such as institutional
trading in similar groups of securities, yield, quality, coupon rate, maturity,
type of issue, trading characteristics and other market data. Subject to the
foregoing, securities for which market quotations are not readily available and
other assets are valued at fair value as determined in good faith and in a
method approved by the Board of Trustees.
Each Class of the Fund will bear, pro-rata, all of the common expenses of
the Fund. The NAVs of all outstanding shares of each Class of the Fund will be
computed on a pro-rata basis for each outstanding share based on the
proportionate participation in the Fund represented by the value of shares of
that Class. All income earned and expenses incurred by the Fund, will be borne
on a pro-rata basis by each outstanding share of a Class, based on each Class'
percentage in the Fund represented by the value of shares of such Class, except
that the Institutional Class will not incur any of the expenses under the
Trust's Rule 12b-1 Plans, while the Fund Classes will bear the Rule 12b-1 Plan
expenses payable under their respective Plans. Due to the specific distribution
expenses and other costs that will be allocable to each Class, the NAV of each
Class of the Fund will vary.
REDEMPTION AND EXCHANGE
General Information
You can redeem or exchange your shares in a number of different ways that
are described below. Your shares will be redeemed or exchanged at a price based
on the NAV next determined after the Fund receives your request in good order,
subject, in the case of a redemption, to any applicable CDSC or Limited CDSC.
For example, redemption or exchange requests received in good order after the
time the offering price and NAV of shares are determined will be processed on
the next business day. See the Fund's Prospectuses. A shareholder submitting a
redemption request may indicate that he or she wishes to receive redemption
proceeds of a specific dollar amount. In the case of such a request, and in the
case of certain redemptions from retirement plan accounts, the Fund will redeem
the number of shares necessary to deduct the applicable CDSC in the case of
Class B Shares and Class C Shares, and, if applicable, the Limited CDSC in the
case of Class A Shares and tender to the shareholder the requested amount,
assuming the shareholder holds enough shares in his or her account for the
redemption to be processed in this manner. Otherwise, the amount tendered to the
shareholder upon redemption will be reduced by the amount of the applicable CDSC
or Limited CDSC. Redemption proceeds will be distributed promptly, as described
below, but not later than seven days after receipt of a redemption request.
Except as noted below, for a redemption request to be in "good order," you
must provide your account number, account registration, and the total number of
shares or dollar amount of the transaction. For exchange requests, you must also
provide the name of the Delaware Investments Fund in which you want to invest
the proceeds. Exchange instructions and redemption requests must be signed by
the record owner(s) exactly as the shares are registered. You may request a
redemption or an exchange by calling the Shareholder Service Center at 800
523-1918. The Fund may suspend, terminate, or amend the terms of the exchange
privilege upon 60 days' written notice to shareholders.
In addition to redemption of the Fund's shares, the Distributor, acting as
agent of the Fund, offers to repurchase Fund shares from broker/dealers acting
on behalf of shareholders. The redemption or repurchase price, which may be more
or less than the shareholder's cost, is the NAV per share next determined after
receipt of the request in good order by the Fund, their agent, or certain
authorized persons, subject to applicable CDSC or Limited CDSC. This is computed
and effective at the time the offering price and NAV are determined. See
"Determining Offering Price and Net Asset Value" above. This offer is
discretionary and may be completely withdrawn without further notice by the
Distributor.
Orders for the repurchase of Fund shares which are submitted to the
Distributor prior to the close of its business day will be executed at the NAV
per share computed that day (subject to the applicable CDSC or Limited
43
CDSC), if the repurchase order was received by the broker/dealer from the
shareholder prior to the time the offering price and NAV are determined on such
day. The selling dealer has the responsibility of transmitting orders to the
Distributor promptly. Such repurchase is then settled as an ordinary transaction
with the broker/dealer (who may make a charge to the shareholder for this
service) delivering the shares repurchased.
Payment for shares redeemed will ordinarily be mailed the next business
day, but in no case later than seven days, after receipt of a redemption request
in good order by either Fund or certain other authorized persons (see
"Distributor" under "Investment Advisor and Other Service Providers"); provided,
however, that each commitment to mail or wire redemption proceeds by a certain
time, as described below, is modified by the qualifications described in the
next paragraph.
The Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. The Fund will honor redemption requests as to shares for which a check
was tendered as payment, but the Fund will not mail or wire the proceeds until
it is reasonably satisfied that the purchase check has cleared, which may take
up to 15 days from the purchase date. You can avoid this potential delay if you
purchase shares by wiring Federal Funds. The Fund reserves the right to reject a
written or telephone redemption request or delay payment of redemption proceeds
if there has been a recent change to the shareholder's address of record.
If a shareholder has been credited with a purchase by a check which is
subsequently returned unpaid for insufficient funds or for any other reason, the
Fund will automatically redeem from the shareholder's account the shares
purchased by the check plus any dividends earned thereon. Shareholders may be
responsible for any losses to the Fund or to the Distributor.
In case of a suspension of the determination of the NAV because the NYSE is
closed for other than weekends or holidays, or trading thereon is restricted or
an emergency exists as a result of which disposal by the Fund of securities
owned by them are not reasonably practical, or they are not reasonably practical
for the Fund fairly to value their assets, or in the event that the SEC has
provided for such suspension for the protection of shareholders, the Fund may
postpone payment or suspend the right of redemption or repurchase. In such case,
the shareholder may withdraw the request for redemption or leave it standing as
a request for redemption at the NAV next determined after the suspension has
been terminated.
Payment for shares redeemed or repurchased may be made either in cash or
kind, or partly in cash and partly in kind. Any portfolio securities paid or
distributed in kind would be valued as described in "Determining Offering Price
and Net Asset Value" above. Subsequent sale by an investor receiving a
distribution in kind could result in the payment of brokerage commissions.
However, the Trust has elected to be governed by Rule 18f-1 under the 1940 Act
pursuant to which the Fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period
for any one shareholder.
The value of the Fund's investments is subject to changing market prices.
Thus, a shareholder redeeming shares of the Fund may sustain either a gain or
loss, depending upon the price paid and the price received for such shares.
Certain redemptions of Class A Shares purchased at NAV may result in the
imposition of a Limited CDSC. See "Contingent Deferred Sales Charge for Certain
Redemptions of Class A Shares Purchased at Net Asset Value" below. Class B and
Class C Shares of the Fund are subject to CDSCs as described under "Contingent
Deferred Sales Charge - Class B Shares and Class C Shares" under "Purchasing
Shares" above and in the Fund Classes' Prospectuses. Except for the applicable
CDSC or Limited CDSC and, with respect to the expedited payment by wire
described below for which, in the case of the Fund Classes, there may be a bank
wiring cost, neither the Fund nor the Distributor charge a fee for redemptions
or repurchases, but such fees could be charged at any time in the future.
Holders of Class B Shares or Class C Shares that exchange their shares
("Original Shares") for shares of other Delaware Investments Funds (in each
case, "New Shares") in a permitted exchange, will not be subject to a
44
CDSC that might otherwise be due upon redemption of the Original Shares.
However, such shareholders will continue to be subject to the CDSC and any CDSC
assessed upon redemption of the New Shares will be charged by the Fund from
which the Original Shares were exchanged. In the case of Class B Shares,
shareholders will also continue to be subject to the automatic conversion
schedule of the Original Shares as described in this Part B. In an exchange of
Class B Shares from the Fund, the Fund's CDSC schedule may be higher than the
CDSC schedule relating to the New Shares acquired as a result of the exchange.
For purposes of computing the CDSC that may be payable upon a disposition of the
New Shares, the period of time that an investor held the Original Shares is
added to the period of time that an investor held the New Shares. With respect
to Class B Shares, the automatic conversion schedule of the Original Shares may
be longer than that of the New Shares. Consequently, an investment in New Shares
by exchange may subject an investor to the higher Rule 12b-1 fees applicable to
Class B Shares of the Fund for a longer period of time than if the investment in
New Shares were made directly.
Holders of Class A Shares of the Fund may exchange all or part of their
shares for shares of other Delaware Investments Funds, including other Class A
Shares, but may not exchange their Class A Shares for Class B Shares, Class C
Shares or Class R Shares of the Fund or of any other Delaware Investments Fund.
Holders of Class B Shares of the Fund are permitted to exchange all or part of
their Class B Shares only into Class B Shares of other Delaware Investments
Fund. Similarly, holders of Class C Shares of the Fund are permitted to exchange
all or part of their Class C Shares only into Class C Shares of any other
Delaware Investments Fund. Class B Shares of the Fund and Class C Shares of the
Fund acquired by exchange will continue to carry the CDSC and, in the case of
Class B Shares, the automatic conversion schedule of the fund from which the
exchange is made. The holding period of Class B Shares of the Fund acquired by
exchange will be added to that of the shares that were exchanged for purposes of
determining the time of the automatic conversion into Class A Shares of the
Fund. Holders of Class R Shares of the Fund are permitted to exchange all or
part of their Class R Shares only into Class R Shares of other Delaware
Investments Funds or, if Class R Shares are not available for a particular fund,
into the Class A Shares of the Fund.
Permissible exchanges into Class A Shares of the Fund will be made without
a front-end sales charge, except for exchanges of shares that were not
previously subject to a front-end sales charge (unless such shares were acquired
through the reinvestment of dividends). Permissible exchanges into Class B
Shares or Class C Shares of the Fund will be made without the imposition of a
CDSC by the Delaware Investments Fund from which the exchange is being made at
the time of the exchange.
The Fund also reserves the right to refuse the purchase side of an exchange
request by any person, or group if, in the Manager's judgment, the Fund would be
unable to invest effectively in accordance with its investment objectives and
policies, or would otherwise potentially be adversely affected. A shareholder's
purchase exchanges may be restricted or refused if the Fund receives or
anticipates simultaneous orders affecting significant portions of the Fund's
assets.
The Fund discourages purchases by market timers and purchase orders
(including the purchase side of exchange orders) by shareholders identified as
market timers may be rejected. The Fund will consider anyone who follows a
pattern of market timing in any Delaware Investments Fund to be a market timer.
Market timing of a Delaware Investments Fund occurs when investors make
consecutive rapid short-term "roundtrips", or in other words, purchases into a
Delaware Investments Fund followed quickly by redemptions out of that Fund. A
short-term roundtrip is any redemption of Fund shares within 20 business days of
a purchase of that Fund's shares. If you make a second such short-term roundtrip
in a Delaware Investments Fund within the same calendar quarter of a previous
short-term roundtrip in that Fund, you may be considered a market timer. The
purchase and sale of Fund shares through the use of the exchange privilege are
also included in determining whether market timing has occurred. The Fund also
reserves the right to consider other trading patterns as market timing.
Your ability to use the Fund's exchange privilege may be limited if you are
identified as a market timer. If you are identified as a market timer, we will
execute the redemption side of your exchange order but may refuse the purchase
side of your exchange order.
45
* * *
The Fund has made available certain redemption privileges, as described
below. The Fund reserves the right to suspend or terminate these expedited
payment procedures upon 60 days' written notice to shareholders.
Checkwriting Feature
Shareholders of the Class A Shares and the Institutional Class holding
shares for which certificates have not been issued may request on the investment
application that they be provided with special forms of checks which may be
issued to redeem their shares by drawing on the Delaware Group Limited-Term
Government Funds - Limited- Term Government Fund account with First Union Bank.
Normally, it takes two weeks from the date that the shareholder's initial
purchase check clears to receive the check book. The use of any form of check
other than the Fund's check will not be permitted unless approved by the Fund.
The Checkwriting Feature is not available with respect to the Class B Shares,
Class C Shares or for retirement plans.
The Checkwriting Festure is subject to the following requirements:
(i) Redemption checks must be made payable in an amount of $500 or more.
(ii) Checks must be signed by the shareholder(s) of record or, in the case
of an organization, by the authorized person(s). If registration is in
more than one name, unless otherwise indicated on the investment
application or your checkwriting authorization form, these checks must
be signed by all owners before the Fund will honor them. Through this
procedure the shareholder will continue to be entitled to
distributions paid on these shares up to the time the check is
presented for payment.
(iii) If a shareholder who recently purchased shares by check seeks to
redeem all or a portion of those shares through the Checkwriting
Feature, the Fund will not honor the redemption request unless it is
reasonably satisfied of the collection of the investment check. A hold
period against a recent purchase may be up to but not in excess of 15
days, depending upon the origin of the investment check.
(iv) If the amount of the check is greater than the value of the shares
held in the shareholder's account, the check will be returned and the
shareholder's bank may charge a fee.
(v) Checks may not be used to close accounts.
The Fund reserves the right to revoke the Checkwriting Feature of
shareholders who overdraw their accounts or if, in the opinion of the Manager,
such revocation is otherwise in the Fund's best interest. Shareholders will be
subject to bank's rules and regulations governing similar accounts. This service
may be terminated or suspended at any time by the Fund's bank, the Fund or the
Transfer Agent. As the Fund must redeem shares at their NAV next determined
(subject, in the case of Class A Shares, to any Limited CDSC), it will not be
able to redeem all shares held in a shareholder's account by means of a check
presented directly to the bank. The Fund and the Transfer Agent will not be
responsible for the inadvertent processing of post-dated checks or checks more
than six months old.
Stop-Payment Requests: Investors may request a stop payment on checks by
providing the Fund with a written authorization to do so. Oral requests will be
accepted provided that the Fund promptly receives a written authorization. Such
requests will remain in effect for six months unless renewed or canceled. The
Fund will use its best reasonable efforts to effect stop-payment instructions,
but does not promise or guarantee that such instructions will be effective.
46
Return of Checks: Checks used in redeeming shares from a shareholder's
account will be accumulated and returned semiannually. Shareholders needing a
copy of a redemption check before the regular mailing should contact the
Transfer Agent at 800 523-1918.
Written Redemption
You can write to the Fund at 2005 Market Street, Philadelphia, PA
19103-7094 to redeem some or all of your shares. The request must be signed by
all owners of the account or your investment dealer of record. For redemptions
of more than $100,000, or when the proceeds are not sent to the shareholder(s)
at the address of record, the Fund requires a signature by all owners of the
account and a signature guarantee for each owner. A signature guarantee can be
obtained from a commercial bank, a trust company or a member of a Securities
Transfer Association Medallion Program ("STAMP"). The Fund reserves the right to
reject a signature guarantee supplied by an eligible institution based on its
creditworthiness. The Fund may require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.
Payment is normally mailed the next business day after receipt of your
redemption request. If your Class A Shares or Institutional Class shares are in
certificate form, the certificate(s) must accompany your request and also be in
good order. Certificates generally are no longer issued for Class A Shares and
Institutional Class Shares. Certificates are not issued for Class B Shares or
Class C Shares.
Written Exchange
You may also write to the Fund (at 2005 Market Street, Philadelphia, PA
19103-7094) to request an exchange of any or all of your shares into another
Delaware Investments Fund, subject to the same conditions and limitations as
other exchanges noted above and in the Prospectuses.
Telephone Redemption and Exchange
To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you hold your Class A Shares or Institutional Class Shares in
certificate form, you may redeem or exchange only by written request and you
must return your certificates.
Telephone Redemption: Check to Your Address of Record service and the
Telephone Exchange service, both of which are described below, are automatically
provided unless you notify the Fund in writing that you do not wish to have such
services available with respect to your account. The Fund reserves the right to
modify, terminate or suspend these procedures upon 60 days' written notice to
shareholders. It may be difficult to reach the Fund by telephone during periods
when market or economic conditions lead to an unusually large volume of
telephone requests.
Neither the Fund nor its Transfer Agent is responsible for any shareholder
loss incurred in acting upon written or telephone instructions for redemption or
exchange of Fund shares which are reasonably believed to be genuine. With
respect to such telephone transactions, the Fund will follow reasonable
procedures to confirm that instructions communicated by telephone are genuine
(including verification of a form of personal identification) as, if it does
not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Telephone instructions received by the
Fund Classes are generally tape recorded, and a written confirmation will be
provided for all purchase, exchange and redemption transactions initiated by
telephone. By exchanging shares by telephone, you are acknowledging prior
receipt of a prospectus for the fund into which your shares are being exchanged.
Telephone Redemption -- Check to Your Address of Record: The Telephone
Redemption feature is a quick and easy method to redeem shares. You or your
investment dealer of record can have redemption proceeds of $100,000 or less
mailed to you at your address of record. Checks will be payable to the
shareholder(s) of record. Payment is normally mailed the next business day after
receipt of the redemption request. This service is only available to individual,
joint and individual fiduciary-type accounts.
47
Telephone Redemption -- Proceeds to Your Bank: Redemption proceeds of
$1,000 or more can be transferred to your pre-designated bank account by wire or
by check. You should authorize this service when you open your account. If you
change your pre-designated bank account, you must complete an Authorization Form
and have your signature guaranteed. For your protection, your authorization must
be on file. If you request a wire, your funds will normally be sent the next
business day. If the proceeds are wired to the shareholder's account at a bank
which is not a member of the Federal Reserve System, there could be a delay in
the crediting of the funds to the shareholder's bank account. A bank wire fee
may be deducted from Fund Class redemption proceeds. If you ask for a check, it
will normally be mailed the next business day after receipt of your redemption
request to your pre-designated bank account. There are no separate fees for this
redemption method, but mailing a check may delay the time it takes to have your
redemption proceeds credited to your pre-designated bank account. Simply call
the Shareholder Service Center prior to the time the offering price and NAV are
determined, as noted above.
Telephone Exchange
The Telephone Exchange feature is a convenient and efficient way to adjust
your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange your
shares into other Delaware Investments Funds, subject to the same conditions and
limitations as other exchanges noted above. As with the written exchange
service, telephone exchanges are subject to the requirements of the Fund, as
described above. Telephone exchanges may be subject to limitations as to amounts
or frequency.
The telephone exchange privilege is intended as a convenience to
shareholders and is not intended to be a vehicle to speculate on short-term
swings in the securities market through frequent transactions in and out of the
Delaware Investments Funds. Telephone exchanges may be subject to limitations as
to amounts or frequency. The Transfer Agent and the Fund reserve the right to
record exchange instructions received by telephone and to reject exchange
requests at any time in the future.
MoneyLine(SM) On Demand
You or your investment dealer may request redemptions of Fund Class shares
by phone using MoneyLine(SM) On Demand. When you authorize the Fund to accept such
requests from you or your investment dealer, funds will be deposited to (for
share redemptions) your pre-designated bank account. Your request will be
processed the same day if you call prior to 4 p.m., Eastern Time. There is a $25
minimum and $50,000 maximum limit for MoneyLineSM On Demand transactions. For
more information, see MoneyLineSM On Demand under Investment Plans and in this
Part B above.
Systematic Withdrawal Plans
Shareholders of the Fund Classes who own or purchase $5,000 or more of
shares at the offering price, or NAV, as applicable, for which certificates have
not been issued may establish a Systematic Withdrawal Plan for monthly
withdrawals of $25 or more, or quarterly withdrawals of $75 or more, although
the Fund does not recommend any specific amount of withdrawal. This is
particularly useful to shareholders living on fixed incomes, since it can
provide them with a stable supplemental amount. This $5,000 minimum does not
apply for investments made through qualified plans. Shares purchased with the
initial investment and through reinvestment of cash dividends and realized
securities profits distributions will be credited to the shareholder's account
and sufficient full and fractional shares will be redeemed at the NAV calculated
on the third business day preceding the mailing date.
Checks are dated either the 1st or the 15th of the month, as selected by
the shareholder (unless such date falls on a holiday or a weekend), and are
normally mailed within two business days. Both ordinary income dividends and
realized securities profits distributions will be automatically reinvested in
additional shares of the Class at NAV. This plan is not recommended for all
investors and should be started only after careful consideration of its
operation and effect upon the investor's savings and investment program. To the
extent that withdrawal payments from the plan exceed any dividends and/or
realized securities profits distributions paid on shares held under the plan,
the withdrawal payments will represent a return of capital, and the share
balance may in time be depleted, particularly in a declining market.
Shareholders should not purchase additional shares while participating in a
Systematic Withdrawal Plan.
48
The sale of shares for withdrawal payments constitutes a taxable event and
a shareholder may incur a capital gain or loss for federal income tax purposes.
This gain or loss may be long-term or short-term depending on the holding period
for the specific shares liquidated. Premature withdrawals from retirement plans
may have adverse tax consequences.
Withdrawals under this plan made concurrently with the purchases of
additional shares may be disadvantageous to the shareholder. Purchases of Class
A Shares through a periodic investment program in the Fund must be terminated
before a Systematic Withdrawal Plan with respect to such shares can take effect,
except if the shareholder is a participant in a retirement plan offering
Delaware Investments Funds or is investing in Delaware Investments Funds which
do not carry a sales charge. Redemptions of Class A Shares pursuant to a
Systematic Withdrawal Plan may be subject to a Limited CDSC if the purchase was
made at net asset value and a dealer's commission has been paid on that
purchase. The applicable Limited CDSC for Class A Shares and CDSC for Class B
and C Shares redeemed via a Systematic Withdrawal Plan will be waived if the
annual amount withdrawn in each year is less than 12% of the account balance on
the date that the Plan is established. If the annual amount withdrawn in any
year exceeds 12% of the account balance on the date that the Systematic
Withdrawal Plan is established, all redemptions under the Plan will be subjected
to the applicable CDSC, including an assessment for previously redeemed amounts
under the Plan. Whether a waiver of the CDSC is available or not, the first
shares to be redeemed for each Systematic Withdrawal Plan payment will be those
not subject to a CDSC because they have either satisfied the required holding
period or were acquired through the reinvestment of distributions. See the Fund
Classes' Prospectus for more information about the waiver of CDSCs.
An investor wishing to start a Systematic Withdrawal Plan must complete an
authorization form. If the recipient of Systematic Withdrawal Plan payments is
other than the registered shareholder, the shareholder's signature on this
authorization must be guaranteed. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. This plan may be terminated by the shareholder or the Transfer
Agent at any time by giving written notice.
Systematic Withdrawal Plan payments are normally made by check. In the
alternative, you may elect to have your payments transferred from your Fund
account to your pre-designated bank account through the MoneyLineSM Direct
Deposit Service. Your funds will normally be credited to your bank account up to
four business days after the payment date. There are no separate fees for this
redemption method. It may take up to four business days for the transactions to
be completed. You can initiate this service by completing an Account Services
form. If your name and address are not identical to the name and address on your
Fund account, you must have your signature guaranteed. The Fund does not charge
a fee for any this service; however, your bank may charge a fee. This service is
not available for retirement plans.
The Systematic Withdrawal Plan is not available to the Fund's Institutional
Class. Shareholders should consult with their financial advisors to determine
whether a Systematic Withdrawal Plan would be suitable for them.
Contingent Deferred Sales Charge for Certain Redemptions of Class A Shares
Purchased at Net Asset Value
For purchases of $1,000,000, a Limited CDSC of 1.00% will be imposed on
certain redemptions of Class A Shares (or shares into which such Class A Shares
are exchanged) if shares are redeemed during the first year after the purchase,
if such purchases were made at NAV and triggered the payment by the Distributor
of the dealer's commission described above.
The Limited CDSC will be paid to the Distributor and will be assessed on an
amount equal to the lesser of: (i) the NAV at the time of purchase of the Class
A Shares being redeemed; or (ii) the NAV of such Class A Shares at the time of
redemption. For purposes of this formula, the "NAV at the time of purchase" will
be the NAV at purchase of the Class A Shares even if those shares are later
exchanged for shares of another Delaware Investments fund and, in the event of
an exchange of Class A Shares, the "net asset value of such shares at the time
of redemption" will be the NAV of the shares acquired in the exchange.
49
Redemptions of such Class A Shares held for more than one year will not be
subjected to the Limited CDSC and an exchange of such Class A Shares into
another Delaware Investments Fund will not trigger the imposition of the Limited
CDSC at the time of such exchange. The period a shareholder owns shares into
which Class A Shares are exchanged will count towards satisfying the one-year
holding period. The Limited CDSC is assessed if such one year period is not
satisfied irrespective of whether the redemption triggering its payment is of
Class A Shares of the Fund or Class A Shares acquired in the exchange.
In determining whether a Limited CDSC is payable, it will be assumed that
shares not subject to the Limited CDSC are the first redeemed followed by other
shares held for the longest period of time. The Limited CDSC will not be imposed
upon shares representing reinvested dividends or capital gains distributions, or
upon amounts representing share appreciation.
Waivers of Contingent Deferred Sales Charges
Please see the Fund Classes' Prospectus for instances in which the Limited
CDSC applicable to Class A Shares and the CDSCs applicable to Class B and C
Shares may be waived.
Additional Information on Waivers of Contingent Deferred Sales Charges
As disclosed in the Fund Classes' Prospectus, certain retirement plans that
contain certain legacy assets may redeem shares without paying a CDSC. The
following plans may redeem shares without paying a CDSC:
o The redemption must be made by a group defined contribution retirement plan
that purchased Class A shares through a retirement plan alliance program
that required shares to be available at net asset value and RFS served as
the sponsor of the alliance program or had a product participation
agreement with the sponsor of the alliance program that specified that the
limited CDSC would be waived.
o The redemption must be made by any group retirement plan (excluding defined
benefit pension plans) that purchased Class C shares prior to a
recordkeeping transition period from August 2004 to October 2004 and
purchased shares through a retirement plan alliance program, provided that
(i) RFS was the sponsor of the alliance program or had a product
participation agreement with the sponsor of the alliance program and (ii)
RFS provided fully bundled retirement plan services and maintained
participant records on its proprietary recordkeeping system.
DISTRIBUTIONS AND TAXES
Distributions
It is the present policy of the Trust to declare dividends from net
investment income of the Fund on a daily basis. Dividends are declared at the
time the offering price and net asset value are determined (see "Determining
Offering Price and Net Asset Value" above) each day the Fund is open and are
paid monthly. Net investment income earned on days when the Fund is not open
will be declared as a dividend on the next business day.
Checks are normally mailed within three business days of that date. Any
check in payment of dividends or other distributions which cannot be delivered
by the United States Post Office or which remains uncashed for a period of more
than one year may be reinvested in the shareholder's account at the then-current
net asset value and the dividend option may be changed from cash to reinvest.
The Fund may deduct from a shareholder's account the costs of the Fund's effort
to locate a shareholder if a shareholder's mail is returned by the United States
Post Office or the Fund is otherwise unable to locate the shareholder or verify
the shareholder's mailing address. These costs may include a percentage of the
account when a search company charges a percentage fee in exchange for their
location services.
Purchases of Fund shares by wire begin earning dividends when converted
into Federal Funds and are normally available for investment the next business
day after receipt. Purchases by check earn dividends upon conversion to Federal
Funds, normally one business day after receipt.
50
Each class of the Fund will share proportionately in the investment income
and expenses of the Fund, except that the Fund Classes alone will incur
distribution fees under their respective 12b-1 Plans.
Dividends and realized securities profits distributions are automatically
reinvested in additional shares of the Fund at the NAV in effect on the payable
date, and credited to the shareholder's account, unless an election to receive
distributions in cash has been made by the shareholder. Dividend payments of
$1.00 or less will be automatically reinvested, notwithstanding a shareholder's
election to receive dividends in cash. If such a shareholder's dividends
increase to greater than $1.00, the shareholder would have to file a new
election in order to begin receiving dividends in cash again.
The Trust anticipates distributing to its shareholders substantially all of
the Fund's net investment income. Any net short-term capital gains after
deducting any net long-term capital losses (including carryforwards) would be
distributed quarterly but, in the discretion of the Trust's Board of Trustees,
might be distributed less frequently. Distributions of net capital gains, if
any, realized on sales of investments will be distributed annually during the
quarter following the close of the fiscal year.
Taxes
Distributions of Net Investment Income. The Fund receives income generally
in the form of interest on its investments in portfolio securities. This income,
less expenses incurred in the operation of the Fund, constitutes its net
investment income from which dividends may be paid to you. If you are a taxable
investor, any distributions by the Fund from such income will be taxable to you
at ordinary income tax rates, whether you take them in cash or in additional
shares.
Distributions of Capital Gains. The Fund may derive capital gain and loss
in connection with sales or other dispositions of its portfolio securities.
Distributions derived from the excess of net short-term capital gain over net
long-term capital loss will be taxable to you as ordinary income. Distributions
paid from the excess of net long-term capital gain over net short-term capital
loss will be taxable to you as long-term capital gain, regardless of how long
you have held your shares in the Fund.
Information on the Amount and Tax Character of Distributions. The Fund will
inform you of the amount and character of your distributions at the time they
are paid, and will advise you of the tax status of such distributions for
federal income tax purposes shortly after the close of each calendar year. If
you have not held Fund shares for a full year, the Fund may designate and
distribute to you, as ordinary income, qualified dividends or capital gains, a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in the Fund. Taxable Distributions
declared by the Fund in December, but paid in January, are taxable to you as if
they were paid in December.
Election to be Taxed as a Regulated Investment Company. The Fund has
elected to be treated as a regulated investment company under Subchapter M of
the Internal Revenue Code (the "Code") and intends to so qualify during the
current fiscal year. As a regulated investment company, the Fund generally pays
no federal income tax on the income and gains it distributes to you. The Board
of Trustees reserves the right not to distribute the Fund's net long-term
capital gain or not to maintain the qualification of the Fund as a regulated
investment company if it determines such a course of action to be beneficial to
shareholders. If net long-term capital gain is retained, the Fund would be taxed
on the gain, and shareholders would be notified that they are entitled to a
credit or refund for the tax paid by the Fund. If the Fund fails to qualify as a
regulated investment company, the Fund would be subject to federal, and possibly
state, corporate taxes on its taxable income and gains, and distributions to you
will be taxed as dividend income to the extent of the Fund's earnings and
profits.
In order to qualify as a regulated investment company for federal income
tax purposes, the Fund must meet certain specific requirements, including:
(i) The Fund must maintain a diversified portfolio of securities, wherein
no security, including the
51
securities of a qualified publicly traded partnership (other than U.S.
government securities and securities of other regulated investment companies)
can exceed 25% of the Fund's total assets, and, with respect to 50% of the
Fund's total assets, no investment (other than cash and cash items, U.S.
government securities and securities of other regulated investment companies)
can exceed 5% of the Fund's total assets or 10% of the outstanding voting
securities of the issuer;
(ii) The Fund must derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or
disposition of stock, securities or foreign currencies, or other income derived
with respect to its business of investing in such stock, securities, or
currencies, and net income derived from an interest in a qualified publicly
traded partnership; and
(iii) The Fund must distribute to its shareholders at least 90% of its
investment company taxable income and net tax-exempt income for each of its
fiscal years.
Excise Tax Distribution Requirements. To avoid federal excise taxes, the
Code requires the Fund to distribute to you by December 31 of each year, at a
minimum, the following amounts: 98% of its taxable ordinary income earned during
the calendar year; 98% of its capital gain net income earned during the
twelve-month period ending October 31; and 100% of any undistributed amounts
from the prior year. The Fund intends to declare and pay these distributions in
December (or to pay them in January, in which case you must treat them as
received in December), but can give no assurances that its distributions will be
sufficient to eliminate all taxes.
Sales, Exchanges and Redemption of Fund Shares. Sales, exchanges and
redemptions (including redemptions in kind) are taxable transactions for federal
and state income tax purposes. If you redeem your Fund shares the Internal
Revenue Service requires you to report any gain or loss on your redemption. If
you held your shares as a capital asset, the gain or loss that you realize will
be capital gain or loss and will be long-term or short-term, generally depending
on how long you have held your shares.
Redemptions at a Loss Within Six Months of Purchase. Any loss incurred on a
redemption of shares held for six months or less will be treated as long-term
capital loss to the extent of any long-term capital gain distributed to you by
the Fund on those shares.
Wash Sales. All or a portion of any loss that you realize on a redemption
of your Fund shares will be disallowed to the extent that you buy other shares
in the Fund (through reinvestment of dividends or otherwise) within 30 days
before or after your share redemption. Any loss disallowed under these rules
will be added to your tax basis in the new shares.
Deferral of basis--Class A Shares only. In reporting gain or loss on the
sale of your Fund shares, you may be required to adjust your basis in the shares
you sell under the following circumstances:
IF:
o In your original purchase of Fund shares, you received a
reinvestment right (the right to reinvest your sales
proceeds at a reduced or with no sales charge), and
o You sell some or all of your original shares within 90 days
of their purchase, and
o You reinvest the sales proceeds in the Fund or in another
Fund of the Trust, and the sales charge that would otherwise
apply is reduced or eliminated;
THEN: In reporting any gain or loss on your sale, all or a portion of the
sales charge that you paid for your original shares is excluded from your tax
basis in the shares sold and added to your tax basis in the new shares.
U.S. Government Securities. Income earned on certain U.S. government
obligations is exempt from state and local personal income taxes if earned
directly by you. States also grant tax-free status to dividends paid to you from
interest earned on direct obligations of the U.S. government, subject in some
states to minimum investment or reporting requirements that must be met by the
Fund. Income on investments by the Fund in certain other
52
obligations, such as repurchase agreements collateralized by U.S. government
obligations, commercial paper and federal agency-backed obligations (e.g., GNMA
or Fannie Mae obligations), generally does not qualify for tax-free treatment.
The rules on exclusion of this income are different for corporations.
Qualified Dividend Income for Individuals. In general, income dividends
from dividends received by the Fund from domestic corporations and qualified
foreign corporations will be permitted this favored federal tax treatment.
Income dividends from interest earned by the Fund on debt securities and
dividends received from unqualified foreign corporations will continue to be
taxed at the higher ordinary income tax rates.
After the close of its fiscal year, the Fund will designate the portion of
its ordinary dividend income that meets the definition of qualified dividend
income taxable at reduced rates. Because the Fund's investment goal is to seek
to provide a high stable level of income, while attempting to minimize functions
in principal and provide maximum liquidity, it is anticipated that this
percentage of qualified dividend income will be none or small.
Dividends-Received Deduction for Corporations. For corporate shareholders,
a portion of the dividends paid by the Fund may qualify for the
dividends-received deduction. The portion of dividends paid by the Fund that so
qualifies will be designated each year in a notice mailed to the Fund's
shareholders, and cannot exceed the gross amount of dividends received by the
Fund from domestic (U.S.) corporations that would have qualified for the
dividends-received deduction in the hands of the Fund if the Fund was a regular
corporation. Because the income of the Fund primarily is derived from
investments earning interest rather than dividend income, generally none or only
a small percentage of its income dividends will be eligible for the corporate
dividends-received deduction.
Investment in Complex Securities. The Fund may invest in complex securities
that could be subject to numerous special and complex tax rules. These rules
could accelerate the recognition of income by the Fund (possibly causing the
Fund to sell securities to raise the cash for necessary distributions) and/or
defer the Fund's ability to recognize a loss. These rules could also affect
whether gain or loss recognized by the Fund is treated as ordinary or capital,
or as interest or dividend income. In addition, the Fund's investment in REMIC
securities could in limited circumstances cause a tax-exempt investor to have
unrelated business taxable income. These rules could, therefore, affect the
amount, timing or character of the income distributed to you by the Fund. For
example:
Derivatives. The Fund is permitted to invest in certain options and futures
contracts. If the Fund makes these investments, it could be required to
mark-to-market these contracts and realize any unrealized gains and losses at
its fiscal year end even though it continues to hold the contracts. Under these
rules, gains or losses on the contracts generally would be treated as 60%
long-term and 40% short-term gains or losses, but gains or losses on certain
foreign currency contracts would be treated as ordinary income or losses. In
determining its net income for excise tax purposes, the Fund also would be
required to mark-to-market these contracts annually as of October 31 (for
capital gain net income) and December 31 (for taxable ordinary income), and to
realize and distribute any resulting income and gains.
Securities lending transactions. The Fund's entry into securities lending
transactions may cause the replacement income to not qualify as qualified
interest income for foreign withholding tax purposes.
Tax straddles. The Fund's investment in options and futures contracts in
connection with certain hedging transactions could cause it to hold offsetting
positions in securities. If the Fund's risk of loss with respect to specific
securities in its portfolio is substantially diminished by the fact that it
holds other securities, the Fund could be deemed to have entered into a tax
"straddle" or to hold a "successor position" that would require any loss
realized by it to be deferred for tax purposes.
Securities purchased at discount. The Fund is permitted to invest in
securities issued or purchased at a discount that could require it to accrue and
distribute income not yet received. If it invests in these securities, the Fund
could be required to sell securities in its portfolio that it otherwise might
have continued to hold in order to generate sufficient cash to make these
distributions.
53
Investment in REMICs. Certain tax-exempt shareholders, including qualified
pension plans, individual retirement accounts, salary deferral arrangements
(401(k)s) and other tax-exempt entities, generally are exempt from federal
income taxation except with respect to their unrelated business taxable income
(UBTI). To the extent that the Fund invests in REMIC residual interests, a
portion of the Fund's income that is attributable to these residual interests
(and which is referred to in the Code as an "excess inclusion") will be subject
to federal income tax in all events. Treasury regulations that have yet to be
issued in final form are expected to provide that excesis inclusion income of
regulated investment companies, such as the Fund, will be allocated to
shareholders of the regulated investment company in proportion to the dividends
received by such shareholders, with the same consequences as if you held the
related REMIC residual interest directly. In general, excess inclusion income
allocated to tax-exempt shareholders (i) cannot be offset by net operating
losses (subject to a limited exception for certain thrift institutions), (ii)
will constitute UBTI to entities (including a qualified pension plan, an
individual retirement account, a 401(k) plan or other tax-exempt entity) subject
to tax on unrelated business income, thereby potentially requiring such an
entity that is allocated excess inclusion income, and otherwise might not be
required to file a tax return, to file a tax return and pay tax on such income,
and (iii) in the case of a foreign shareholder, will not qualify for any
reduction in U.S. federal withholding tax.
Backup Withholding. By law, the Fund must withhold a portion of your
taxable dividends and sales proceeds unless you:
o provide your correct social security or taxpayer identification
number,
o certify that this number is correct,
o certify that you are not subject to backup withholding, and
o certify that you are a U.S. person (including a U.S. resident
alien).
The Fund also must withhold if the Internal Revenue Service instructs it to
do so. When withholding is required, the amount will be 28% of any dividends or
proceeds paid. The special U.S. tax certification requirements applicable to
non-U.S. investors are described under the "Non-U.S. Investors" heading below.
Non-U.S. Investors. Non-U.S. Investors may be subject to U.S. withholding
and estate tax and are subject to special U.S. tax certification requirements.
Foreign persons should consult their tax advisors about the applicability of
U.S. tax withholding and the use of the appropriate forms to certify their
status.
In general. The United States imposes a flat 30% withholding tax (or lower
treaty rate) on U.S. source dividends.
Capital Gain Dividends & Short-Term Capital Gain Dividends. In general,
capital gain dividends paid by the Fund from either long-term or short-term
capital gains (other than gain realized on disposition of U.S. real property
interests) are not subject to U.S. withholding tax unless you are a nonresident
alien individual present in the United States for a period or periods
aggregating 183 days or more during the taxable year.
Interest-Related Dividends. Also, interest-related dividends paid by the
Fund from qualified interest income are not subject to U.S. withholding tax.
"Qualified interest income" includes, in general, U.S. source (1) bank deposit
interest, (2) short-term original discount and (3) interest (including original
issue discount, market discount, or acquisition discount) on an obligation which
is in registered form, unless it is earned on an obligation issued by a
corporation or partnership in which the Fund is a 10-percent shareholder or is
contingent interest, and (4) any interest-related dividend from another
regulated investment company.
Limitations on Tax Reporting for Interest-Related dividends and Short-term
Capital Gain dividends for non-U.S. investors. While the Fund makes every effort
to disclose any amounts of interest-related dividends and short-term capital
gains distributed to its non-U.S. shareholders, intermediaries who have assumed
tax reporting responsibilities on these distributions may not have fully
developed systems that will allow these tax withholding benefits to be passed
through to them.
54
Other. Ordinary dividends paid by the Fund to non-U.S. investors on the
income earned on portfolio investments in (i) the stock of domestic and foreign
corporations, and (ii) the debt of foreign issuers continue to be subject to
U.S. withholding tax. If you hold your Fund shares in connection with a U.S.
trade or business, your income and gains will be considered effectively
connected income and taxed in the U.S. on a net basis, in which case you may be
required to file a nonresident U.S. income tax return. The exemption from
withholding for short-term capital gain dividends and interest-related dividends
paid by the Fund is effective for dividends paid with respect to taxable years
of the Fund beginning after December 31, 2004 and before January 1, 2008.
U.S. Estate Tax. A partial exemption from U.S estate tax may apply to stock
in the Fund held by the estate of a nonresident decedent. The amount treated as
exempt is based upon the proportion of the assets held by the Fund at the end of
the quarter immediately preceding the decedent's death that are debt
obligations, deposits, or other property that would generally be treated as
situated outside the United States if held directly by the estate. This
provision applies to decedents dying after December 31, 2004 and before January
1, 2008.
U.S Tax Certification Rules. Special U.S. tax certification requirements
apply to non-U.S. shareholders both to avoid U.S. back up withholding imposed at
a rate of 28% and to obtain the benefits of any treaty between the United States
and the shareholder's country of residence. In general, a non-U.S. shareholder
must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you
are not a U.S. person, to claim that you are the beneficial owner of the income
and, if applicable, to claim a reduced rate of, or exemption from, withholding
as a resident of a country with which the United States has an income tax
treaty. A Form W-8BEN provided without a U.S. taxpayer identification number
will remain in effect for a period beginning on the date signed and ending on
the last day of the third succeeding calendar year unless an earlier change of
circumstances makes the information on the form incorrect.
This discussion of " DISTRIBUTIONS AND TAXES" is not intended or written to
be used as tax advice and does not purport to deal with all federal tax
consequences applicable to all categories of investors, some of which may be
subject to special rules. You should consult your own tax advisor regarding your
particular circumstances before making an investment in the Fund.
PERFORMANCE INFORMATION
To obtain the Fund's most current performance information, please call
(800) 523-1918 or visit www.delawareinvestments.com.
The Fund calculates its total returns for each Class of shares separately
on an "annual total return" basis for various periods. Average annual total
return reflects the average annual percentage change in value of an investment
in the Class over the measuring period. Total returns for each Class of shares
also may be calculated on an "aggregate total return" basis for various periods.
Aggregate total return reflects the total percentage change in value over the
measuring period. Both methods of calculating total return reflect changes in
the price of the shares and assume that any dividends and capital gain
distributions made by the Fund with respect to a Class during the period are
reinvested in the shares of that Class. When considering average total return
figures for periods longer than one year, it is important to note that the
annual total return of a Class for any one year in the period might have been
more or less than the average for the entire period. The Fund also may advertise
from time to time the total return of one or more Classes of shares on a
year-by-year or other basis for various specified periods by means of
quotations, charts, graphs or schedules. Performance quotations represent the
Fund's past performance and should not be considered as representative of future
results. The Fund will calculate its performance in accordance with the
requirements of the rules and regulations under the 1940 Act, as they may be
revised from time to time by the SEC.
55
FINANCIAL STATEMENTS
Ernst & Young LLP, which is located at 2001 Market Street, Philadelphia, PA
19103, serves as the independent registered public accounting firm for the Trust
and, in its capacity as such, audits the annual financial statements contained
in the Fund's Annual Report. The Fund's Statement of Net Assets, Statement of
Operations, Statements of Changes in Net Assets, Financial Highlights and Notes
to Financial Statements, as well as the report of Ernst & Young LLP, the
independent registered public accounting firm, for the fiscal year ended
December 31, 2005, are included in the Fund's Annual Report to shareholders. The
financial statements and financial highlights, the notes relating thereto and
the report of Ernst & Young LLP listed above are incorporated by reference from
the Annual Report into this Part B.
PRINCIPAL HOLDERS
As of April 4, 2006, the Trust believes the following shareholders held of
record 5% or more of the outstanding shares of the following Classes of the
Fund.
56
----------------------------------- -------------------------------------- -----------------
FUND / CLASS NAME AND ADDRESS PERCENTAGE
----------------------------------- -------------------------------------- -----------------
DELAWARE LIMITED-TERM GOVERNMENT MLPF&S FOR THE SOLE BENEFIT OF 5.23%
FUND ITS CUSTOMERS
CLASS A SHARES ATTENTION: FUND ADMIN
4800 DEER LAKE DR E # 2
JACKSONVILLE FL 32246-6484
----------------------------------- -------------------------------------- -----------------
DELAWARE LIMITED-TERM GOVERNMENT MLPF&S FOR THE SOLE BENEFIT OF 16.85%
FUND ITS CUSTOMERS
CLASS C SHARES ATTENTION: FUND ADMIN
4800 DEER LAKE DR E # 2
JACKSONVILLE FL 32246-6484
----------------------------------- -------------------------------------- -----------------
DELAWARE LIMITED-TERM GOVERNMENT BOST & CO 13.74%
FUND FBO TUITION A/C INVESTMENT PROGRAM
INSTITUTIONAL CLASS SHARES C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
----------------------------------- -------------------------------------- -----------------
LINCOLN FINANCIAL GROUP FOUNDATION INC 11.48%
1300 S CLINTON ST
FORT WAYNE IN 46802-3506
----------------------------------- -------------------------------------- -----------------
BOST & CO 11.30%
FBO TUITION A/C INVESTMENT PROGRAM
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
----------------------------------- -------------------------------------- -----------------
BOST & CO 10.18%
FBO TUITION A/C INVESTMENT PROGRAM
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
----------------------------------- -------------------------------------- -----------------
DELAWARE LIMITED-TERM GOVERNMENT BOST & CO 8.82%
FUND FBO TUITION A/C INVESTMENT PROGRAM
INSTITUTIONAL CLASS SHARES C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
----------------------------------- -------------------------------------- ------------------
BOST & CO 7.73%
FBO TUITION A/C INVESTMENT PROGRAM
C/O MUTUAL FUND OPERATION
PO BOX 3198
PITTSBURGH PA 15230-3198
----------------------------------- -------------------------------------- ------------------
DMC EMPLOYEE MPP PLAN 6.74%
DELAWARE MANAGEMENT CO
EMPLOYEE MONEY PURCHASE PENSION
C/O RICK SEIDEL
2005 MARKET ST
PHILADELPHIA PA 19103-7042
----------------------------------- -------------------------------------- ------------------
CHASE MANHATTAN BANK C/F 6.70%
DEL GRP FOUNDATION FD BALANCED PORT
ATTN: MARISOL GORDAN GLOBAL INV SER
3 METROTECH CENTER 8TH FLOOR
BROOKLYN NY 11201-3800
----------------------------------- -------------------------------------- ------------------
DELAWARE LIMITED-TERM GOVERNMENT MLPF&S FOR THE SOLE BENEFIT 83.54%
FUND OF ITS CUSTOMERS
CLASS R SHARES ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E 2ND FLOOR
JACKSONVILLE FL 32246
----------------------------------- -------------------------------------- ------------------
MCB TRUST SERVICES CUST. 6.22%
FBO VAN ZYVERDEN, INC.
700 17TH STREET
SUITE 300
DENVER CO 80202-3531
----------------------------------- -------------------------------------- ------------------
57
APPENDIX A - DESCRIPTIONS OF RATINGS
Bonds
Excerpts from Moody's Investors Service, Inc. ("Moody's") description of
its bond ratings: Aaa--judged to be the best quality. They carry the smallest
degree of investment risk; Aa--judged to be of high quality by all standards;
A--possess favorable attributes and are considered "upper medium" grade
obligations; Baa--considered as medium grade obligations. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time; Ba--judged to have speculative elements; their future cannot be
considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class; B--generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small; Caa--are of poor
standing. Such issues may be in default or there may be present elements of
danger with respect to principal or interest; Ca--represent obligations which
are speculative in a high degree. Such issues are often in default or have other
marked shortcomings; C--the lowest rated class of bonds and issues so rated can
be regarded as having extremely poor prospects of ever attaining any real
investment standing.
Excerpts from Standard & Poor's ("S&P") description of its bond ratings:
AAA--highest grade obligations. They possess the ultimate degree of protection
as to principal and interest; AA--also qualify as high grade obligations, and in
the majority of instances differ from AAA issues only in a small degree;
A--strong ability to pay interest and repay principal although more susceptible
to changes in circumstances; BBB--regarded as having an adequate capacity to pay
interest and repay principal; BB, B, CCC, CC--regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions; C--reserved for income bonds on which no interest is being paid;
D--in default, and payment of interest and/or repayment of principal is in
arrears.
PART C
OTHER INFORMATION
Item 23. Exhibits. The following exhibits are incorporated by reference to the
Registrant's previously filed documents indicated below, except as noted:
(a) Agreement and Declaration of Trust
(1) Executed Agreement and Declaration of Trust (December 17,
1998) incorporated into this filing by reference to
Post-Effective Amendment No. 49 filed December 14, 1999.
(2) Executed Certificate of Trust (December 17, 1998)
incorporated into this filing by reference to Post-Effective
Amendment No. 49 filed December 14, 1999.
(b) By-Laws. Amended and Restated By-Laws (May 19, 2005) attached as
Exhibit EX-99.b.
(c) Copies of All Instruments Defining the Rights of Security
Holders.
(1) Agreement Declaration of Trust. Articles III, V and VI of
Agreement and Declaration of Trust incorporated into this
filing by reference to Post-Effective Amendment No. 48 filed
April 28, 1999.
(2) By-Laws. Article II of Amended and Restated By-Laws attached
as Exhibit EX-99.b.
(d) Investment Management Agreement.
(1) Executed Investment Management Agreement (December 15, 1999)
between Delaware Management Company (a series of Delaware
Management Business Trust) and the Registrant incorporated
into this filing by reference to Post-Effective Amendment
No. 52 filed April 30, 2001.
(e) Underwriting Contracts.
(1) Distribution Agreements.
(i) Executed Distribution Agreement (May 15, 2003)
incorporated into this filing by reference to
Post-Effective Amendment No. 56 filed February 27,
2004.
(ii) Executed Second Amended and Restated Financial
Intermediary Distribution Agreement (August 21, 2003)
incorporated into this filing by reference to
Post-Effective Amendment No. 56 filed February 27,
2004.
(iii)Executed Amendment No. 1 (October 31, 2005) to
Appendix A to Second Amended and Restated Financial
Intermediary Distribution Agreement attached as Exhibit
EX-99.e.1.iii.
(2) Dealer's Agreement incorporated into this filing by
reference to PEA No. 52 filed April 30, 2001.
(3) Vision Mutual Fund Gateway(R)Agreement (November 2000)
incorporated into this filing by reference to Post-Effective
Amendment No. 54 filed February 27, 2003.
(4) Registered Investment Advisers Agreement (January 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 54 filed February 27, 2003.
(5) Bank/Trust Agreement (August 2004) incorporated into this
filing by reference to Post-Effective Amendment No. 57 filed
February 25, 2005.
(f) Bonus or Profit Sharing Contracts. Not applicable.
(g) Custodian Agreements.
(1) Executed Global Custody Agreement (May 1, 1996) between The
Chase Manhattan Bank and Registrant incorporated into this
filing by reference to Post-Effective Amendment No. 48 filed
April 28, 1999.
(i) Executed Letter (August 24, 1998) adding Delaware
Limited-Term Government Fund to the Global Custody
Agreement between JPMorgan Chase Bank (formerly The
Chase Manhattan Bank) and the Registrant incorporated
into this filing by reference to Post-Effective
Amendment No. 52 filed April 30, 2001.
(ii) Executed Amendment No. 1 to Schedule A (July 17, 2003)
of the Global Custody Agreement between JPMorgan Chase
Bank and the Registrant incorporated into this filing
by reference to Post-Effective Amendment No. 56 filed
February 27, 2004.
(h) Other Material Contracts.
(1) Executed Shareholders Services Agreement (April 19, 2001)
between Delaware Service Company, Inc. and the Registrant on
behalf of each Fund incorporated into this filing by
reference to Post-Effective Amendment No. 53 filed February
28, 2002.
(i) Executed Letter Amendment (August 23, 2003) to the
Shareholder Services Agreement incorporated into this
filing by reference to Post-Effective Amendment No. 56
filed February 27, 2004.
(ii) Executed Schedule B (May 19, 2005) to Shareholder
Services Agreement attached as Exhibit EX-99.h.1.ii.
(2) Executed Delaware Group of Funds Fund Accounting Agreement
(August 19, 1996) between Delaware Service Company, Inc. and
the Registrant incorporated into this filing by reference to
Post-Effective Amendment No. 45 filed March 2, 1998.
(i) Executed Schedule B (May 19, 2005) to Delaware
Investments Family of Funds Fund Accounting Agreement
attached as Exhibit EX-99.h.2.i.
(ii) Executed Amendment No. 30 (October 31, 2005) to
Schedule A to Delaware Investments Family of Funds Fund
Accounting Agreement attached as Exhibit EX-99.h.2.ii.
(3) Form of Distribution Expense Limitation Letter (April 24,
2006) between Delaware Distributors, L.P. and the Registrant
attached as Exhibit EX-99.h.3.
(4) Form of Investment Advisory Expense Limitation Letter (April
24, 2006) between Delaware Management Company, a series of
Delaware Management Business Trust and the Registrant
attached as Exhibit EX-99.h.4.
(i) Legal Opinion. Opinion and Consent of Counsel (December 14, 1999)
incorporated into this filing by reference to Post-Effective
Amendment No. 49 filed December 14, 1999.
(j) Other Opinions. Consent of Independent Registered Public
Accounting Firm (April 2006) attached as Exhibit EX-99.j.
(k) Omitted Financial Statements. Not applicable.
(l) Initial Capital Agreements. Not applicable.
(m) Rule 12b-1 Plans.
(1) Plan under Rule 12b-1 for Class A (April 19, 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 53 filed February 28, 2002.
(2) Plan under Rule 12b-1 for Class B (April 19, 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 53 filed February 28, 2002.
(3) Plan under Rule 12b-1 for Class C (April 19, 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 53 filed February 28, 2002.
(4) Plan under Rule 12b-1 (May 15, 2003) for Class R attached as
Exhibit EX-99.m.4.
(n) Rule 18f-3 Plan. Plan under Rule 18f-3 (October 31, 2005)
attached as Exhibit EX-99.n.
(o) Reserved. Not applicable.
(p) Codes of Ethics.
(1) Code of Ethics for the Delaware Investments Family of Funds
(February 2006) attached as Exhibit EX-99.p.1.
(2) Code of Ethics for Delaware Investments (Delaware Management
Company, a series of Delaware Management Business Trust, and
Delaware Distributors, L.P.) (February 2006) attached as
Exhibit EX-99.p.2.
(3) Code of Ethics for Lincoln Financial Distributors, Inc.
(December 2005) attached as Exhibit EX-99.p.3.
(q) Other. Powers of Attorney (May 18, 2005) attached as Exhibit
EX-99.q.
Item 24. Persons Controlled by or Under Common Control with Registrant. None.
Item 25. Indemnification. Article VI of the Amended and Restated By-Laws (May
19, 2005) attached as Exhibit EX-99.b.
Item 26. Business and Other Connections of Investment Advisor.
Delaware Management Company (the "Manager"), a series of Delaware
Management Business Trust, serves as investment manager to the
Registrant and also serves as investment manager or sub-advisor to
certain of the other funds in the Delaware Investments Funds (Delaware
Group Adviser Funds, Delaware Group Cash Reserve, Delaware Group
Equity Funds I, Delaware Group Equity Funds II, Delaware Group Equity
Funds III, Delaware Group Equity Funds IV, Delaware Group Equity Funds
V, Delaware Group Foundation Funds, Delaware Group Global &
International Funds, Delaware Group Government Fund, Delaware Group
Income Funds, Delaware Group State Tax-Free Income Trust, Delaware
Group Tax-Free Fund, Delaware Group Tax-Free Money Fund, Delaware
Pooled Trust, Delaware VIP Trust, Voyageur Insured Funds, Voyageur
Intermediate Tax-Free Funds, Voyageur Investment Trust, Voyageur
Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III,
Voyageur Tax-Free Funds, Delaware Investments Dividend and Income
Fund, Inc., Delaware Investments Global Dividend and Income Fund,
Inc., Delaware Investments Arizona Municipal Income Fund, Inc.,
Delaware Investments Colorado Insured Municipal Income Fund, Inc.,
Delaware Investments Florida Insured Municipal Income Fund, Delaware
Investments Minnesota Municipal Income Fund, Inc., Delaware
Investments Minnesota Municipal Income Fund II, Inc. and Delaware
Investments Minnesota Municipal Income Fund III, Inc.) as well as to
certain non-affiliated registered investment companies. In addition,
certain officers of the Manager also serve as trustees of other
Delaware Investments Funds, and certain officers are also officers of
these other funds. A company indirectly owned by the Manager's parent
company acts as principal underwriter to the mutual funds in the
Delaware Investments Funds (see Item 27 below) and another such
company acts as the shareholder services, dividend disbursing,
accounting servicing and transfer agent for all of the Delaware
Investments Funds.
The following persons serving as directors or officers of the Manager
have held the following positions during the past two years. Unless
otherwise noted, the principal business address of the directors and
officers of the Manager is 2005 Market Street, Philadelphia, PA
19103-7094.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Name and Principal Business Positions and Offices with Positions and Offices with
Address Manager Registrant Other Positions and Offices Held
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Jude T. Driscoll President/Chief Executive Chairman/President/Chief Mr. Driscoll has served in various
Officer Executive Officer executive capacities within Delaware
Investments
President/Chief Executive Officer
and Director -
Lincoln National Investments
Companies, Inc.
Director - HYPPCO Finance Company
Ltd.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Ryan K. Brist Executive Vice Executive Vice Mr. Brist has served in various
President/Managing President/Managing executive capacities within Delaware
Director/Co-Head - Fixed Director/Chief Investment Investments
Income Officer - Fixed Income
Vice President - Lincoln National
Income Fund, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
John C.E. Campbell Executive Vice President/ Senior Vice President/Deputy Mr. Campbell has served in various
Global Marketing & Client Chief Investment Officer - Fixed executive capacities within Delaware
Services Income Investments
President/Chief Executive Officer -
Optimum Fund Trust
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Patrick P. Coyne Executive Vice President/ Executive Vice President/ Mr. Coyne has served in various
Managing Director/Chief Managing Director/Chief executive capacities within Delaware
Investment Officer - Fixed Investment Officer - Fixed Income Investments
Income
Managing Director - Fixed Income -
Lincoln National Investment
Companies, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Philip N. Russo(1) Executive Vice None Mr. Russo has served in various
President/Chief Financial executive capacities within Delaware
Officer Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
See Yeng Quek Executive Vice Executive Vice Mr. Quek has served in various
President/Managing President/Managing executive capacities within Delaware
Director/Chief Investment Director/Chief Investment Investments
Officer - Fixed Income Officer - Fixed Income
Director/Trustee - HYPPCO Finance
Company Ltd.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Douglas L. Anderson Senior Vice None Mr. Anderson has served in various
President/Operations executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Marshall T. Bassett Senior Vice President/Chief Senior Vice President/Chief Mr. Bassett has served in various
Investment Officer - Investment Officer - Emerging executive capacities within Delaware
Emerging Growth Growth Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Joseph Baxter Senior Vice President/Head Senior Vice President/Head of Mr. Baxter has served in various
of Municipal Bond Municipal Bond Investments executive capacities within Delaware
Investments Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Christopher S. Beck Senior Vice Senior Vice President/Senior Mr. Beck has served in various
President/Senior Portfolio Portfolio Manager executive capacities within Delaware
Manager Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Michael P. Bishof Senior Vice Chief Financial Officer Mr. Bishof has served in various
President/Investment executive capacities within Delaware
Accounting Investments
Chief Financial Officer - Lincoln
National Convertible Securities
Fund, Inc. and Lincoln National
Income Fund, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Michael P. Buckley Senior Vice Vice President/Portfolio Mr. Buckley has served in various
President/Director of Manager/Senior Municipal Bond executive capacities within Delaware
Municipal Research Analyst Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Stephen R. Cianci Senior Vice Senior Vice President/Senior Mr. Cianci has served in various
President/Senior Portfolio Portfolio Manager executive capacities within Delaware
Manager Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Robert F. Collins Senior Vice Vice President/Senior Portfolio Mr. Collins has served in various
President/Senior Portfolio Manager executive capacities within Delaware
Manager Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
George E. Deming Senior Vice Senior Vice President/Senior Mr. Deming has served in various
President/Senior Portfolio Portfolio Manager executive capacities within Delaware
Manager Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Timothy G. Connors Senior Vice President/Chief Senior Vice President/Chief Mr. Connors has served in various
Investment Officer - Value Investment Officer - Value executive capacities within Delaware
Investing Investing Investments
Senior Vice President/Chief
Investment Officer - Value Investing
of Lincoln National Investment
Companies, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
John B. Fields Senior Vice Senior Vice President/Senior Mr. Fields has served in various
President/Senior Portfolio Portfolio Manager executive capacities within Delaware
Manager Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Brian Funk Senior Vice Vice President/Senior High Yield Mr. Funk has served in various
President/Senior Research Analyst executive capacities within Delaware
Analyst Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Brent C. Garrels Senior Vice Vice President/High Yield Analyst Mr. Garrels has served in various
President/Senior Research executive capacities within Delaware
Analyst Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Paul Grillo Senior Vice Vice President/Senior Portfolio Mr. Grillo has served in various
President/Senior Portfolio Manager executive capacities within Delaware
Manager Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Jonathan Hatcher(2) Senior Vice Senior Vice President/Senior Mr. Hatcher has served in various
President/Senior Research Research Analyst executive capacities within Delaware
Analyst Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Carolyn McIntyre(3) Senior Vice President/Human None Ms. McIntyre has served in various
Resources executive capacities within Delaware
Investments
Senior Vice President/Human
Resources - Lincoln National
Investment Companies, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Francis X. Morris Senior Vice Director, Fundamental Mr. Morris has served in various
President/Director, Research/Senior Portfolio Manager executive capacities within Delaware
Fundamental Research/Senior Investments
Portfolio Manager
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Brian L. Murray, Jr.(4) Senior Vice President/Chief Chief Compliance Officer Mr. Murray has served in various
Compliance Officer executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Susan L. Natalini Senior Vice None Ms. Natalini has served in various
President/Global Marketing executive capacities within Delaware
& Client Services Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
D. Tysen Nutt(5) Senior Vice President/Head Senior Vice President/Head of Mr. Nutt has served in various
of Large Cap Value Large Cap Value executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
David P. O'Connor Senior Vice President/ Senior Vice President/ General Mr. O'Connor has served in various
General Counsel/Chief Legal Counsel/Chief Legal executive capacities within Delaware
Officer Officer/Assistant Secretary Investments
Vice President/Associate General
Counsel/Assistant Secretary -
Lincoln National Investment
Companies, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
John J. O'Connor Senior Vice Senior Vice President/Treasurer Mr. O'Connor has served in various
President/Investment executive capacities within Delaware
Accounting Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Philip R. Perkins(6) Senior Vice Senior Vice President/Senior Mr. Perkins has served in various
President/Senior Portfolio Portfolio Manager executive capacities within Delaware
Manager Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Timothy L. Rabe Senior Vice Senior Vice President/Senior Mr. Rabe has served in various
President/Senior Portfolio Portfolio Manager executive capacities within Delaware
Manager/Head of High Yield Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
James L. Shields Senior Vice President/Chief None Mr. Shields has served in various
Information Officer executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Jeffrey S. Van Harte(7) Senior Vice President/Chief Senior Vice President/Chief Mr. Van Harte has served in various
Investment Officer - Focus Investment Officer - Focus Growth executive capacities within Delaware
Growth Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Gary T. Abrams Vice President/Senior None Mr. Abrams has served in various
Equity Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Christopher S. Adams Vice President/Portfolio Vice President/Portfolio Mr. Adams has served in various
Manager/Senior Equity Manager/Senior Equity Analyst executive capacities within Delaware
Analyst Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Renee E. Anderson Vice President/Senior Vice President/Senior Equity Ms. Anderson has served in various
Equity Analyst II Analyst II executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Damon J. Andres Vice President/Senior Fixed Vice President/Senior Fixed Mr. Andres has served in various
Income Portfolio Manager I Income Portfolio Manager executive capacities within Delaware
Investments
Vice President - Lincoln National
Convertible Securities Fund, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Richard E. Biester Vice President/Equity Trader None Mr. Biester has served in various
executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Christopher J. Bonavico(8) Vice President/Senior Vice President/Senior Portfolio Mr. Bonavico has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Vincent A. Brancaccio Vice President/Senior None Mr. Brancaccio has served in various
Equity Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Edward J. Brennan Vice President/Private Assistant Vice President/Fixed Mr. Brennan has served in various
Placement Analyst Income Structural Analyst II executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Kenneth F. Broad(9) Vice President/Senior Vice President/Senior Portfolio Mr. Broad has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Mary Ellen M. Carrozza Vice President/Client Vice President/Client Services Ms. Carrozza has served in various
Services executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Stephen G. Catricks Vice President/Equity Vice President/Equity Analyst II Mr. Catricks has served in various
Analyst II executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
David F. Connor Vice President/Deputy Vice President/Deputy General Mr. Connor serves as:
General Counsel/Secretary Counsel/Secretary
Vice President/Deputy General
Counsel/Assistant Secretary -
Lincoln National Investment
Companies, Inc.
Secretary - Lincoln National
Convertible Securities Fund, Inc.
and Lincoln National Income Fund,
Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Stephen J. Czepiel Vice President/Senior Fixed None Mr. Czepiel has served in various
Income Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Joseph F. DeMichele Vice President/High Grade None Mr. DeMichele has served in various
Trading executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Christopher M. Ericksen(10) Vice President/Portfolio Vice President/Portfolio Manager Mr. Ericksen has served in various
Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Joel A. Ettinger Vice President/Taxation Vice President/Taxation Mr. Ettinger has served in various
executive capacities within Delaware
Investments
Vice President/Taxation - Lincoln
National Investment Companies, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Phoebe W. Figland Vice President/Investment Vice President/Investment Ms. Figland has served in various
Accounting Accounting executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Joseph Fiorilla Vice President/Trading None Mr. Fiorilla has served in various
Operations executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Charles E. Fish Vice President/Senior None Mr. Fish has served in various
Equity Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Clifford M. Fisher(11) Vice President/Senior Bond None Mr. Fisher has served in various
Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Patrick G. Fortier(12) Vice President/Senior Vice President/Senior Portfolio Mr. Fortier has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Denise A. Franchetti Vice President/Portfolio Vice President/Portfolio Ms. Franchetti has served in various
Manager/Municipal Bond Manager/Municipal Bond Credit executive capacities within Delaware
Credit Analyst Analyst Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
James A. Furgele Vice President/Investment Vice President/Investment Mr. Furgele has served in various
Accounting Accounting executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Daniel V. Geatens Vice President/Investment Vice President/Investment Mr. Geatens has served in various
Accounting Accounting executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Stuart M. George Vice President/Equity Trader None Mr. George has served in various
executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Barry S. Gladstein Vice President/Portfolio Vice President/Equity Analyst Mr. Gladstein has served in various
Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Brian T. Hannon Vice President/Senior Vice President/Senior Portfolio Mr. Hannon has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Lisa L. Hansen(13) Vice President/Head Trader Vice President/Head Trader of Ms. Hansen has served in various
of Focus Growth Equity Focus Growth Equity Trading executive capacities within Delaware
Trading Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Gregory M. Heywood(14) Vice President/Senior Vice President/Senior Research Mr. Heywood has served in various
Research Analyst Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Michael E. Hughes Vice President/Senior Vice President/Senior Equity Mr. Hughes has served in various
Equity Analyst I Analyst I executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Jeffrey W. Hynoski Vice President/Portfolio Vice President/Portfolio Manager Mr. Hynoski has served in various
Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Jordan L. Irving(15) Vice President/Senior Vice President/Senior Portfolio Mr. Irving has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Cynthia Isom Vice President/Senior Vice President/Portfolio Manager Ms. Isom has served in various
Portfolio Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Kenneth R. Jackson Vice President/Equity Vice President/Equity Analyst Mr. Jackson has served in various
Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Andrew Kronschnabel Vice President/High Grade None Mr. Kronschnabel has served in
Trader various executive capacities within
Delaware Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Roseanne L. Kropp Vice President/Senior Fund Vice President/Senior Fund Ms. Kropp has served in various
Analyst II/High Yield Analyst II/High Yield executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Nikhil G. Lalvani Vice President/Senior Vice President/Senior Equity Mr. Lalvani has served in various
Equity Analyst I Analyst I executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Steven T. Lampe Vice President/Portfolio Vice President/Portfolio Manager Mr. Lampe has served in various
Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Alfio Leone IV Vice President/High Grade None Mr. Leone has served in various
Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Anthony A. Lombardi(16) Vice President/Senior Vice President/Senior Portfolio Mr. Lombardi has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Charles (Tom) T. McClintic Vice President/High Yield None Mr. McClintic has served in various
Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Andrew M. McCullagh, Jr. Vice President/Senior Vice President/Senior Portfolio Mr. McCullagh has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Michael S. Morris Vice President/Portfolio Vice President/Senior Equity Mr. Morris has served in various
Manager Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Scott Moses Vice President/Fixed Income None Mr. Moses has served in various
Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
John R. Murray Vice President/Senior None Mr. Murray has served in various
Equity Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Philip O. Obazee Vice President/Derivatives Vice President/Derivatives Mr. Obazee has served in various
Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Donald G. Padilla Vice President/Equity Vice President/Equity Analyst II Mr. Padilla has served in various
Analyst II executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Daniel J. Prislin(17) Vice President/Senior Vice President/Senior Portfolio Mr. Prislin has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Craig S. Remsen Vice President/Research None Mr. Remsen has served in various
Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Joseph T. Rogina Vice President/Equity Trader None Mr. Rogina has served in various
executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Richard Salus Vice President/Deputy None Mr. Salus has served in various
Controller executive capacities within Delaware
Investments
Vice President/Deputy Controller -
Lincoln National Investment
Companies, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Kevin C. Schildt Vice President/Senior Vice President/Senior Research Mr. Schildt has served in various
Municipal Credit Analyst Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Richard D. Seidel Vice President/Assistant None Mr. Seidel has served in various
Controller/Manager - Payroll executive capacities within Delaware
Investments
Vice President/Assistant
Controller/Manager - Payroll -
Lincoln National Investment
Companies, Inc.
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Thomas Socha Vice President/Senior Fixed Vice President/Senior Fixed Mr. Socha has served in various
Income Analyst Income Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Brenda L. Sprigman Vice President/Business None Ms. Sprigman has served in various
Manager - Fixed Income executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Matthew J. Stephens Vice President/Senior High Vice President/Senior High Grade Mr. Stephens has served in various
Grade Analyst Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Michael T. Taggart Vice President/Facilities & None Mr. Taggart has served in various
Administrative Services executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Matthew Todorow(18) Vice President/Portfolio Vice President/Portfolio Manager Mr. Todorow has served in various
Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Spencer M. Tullo Vice President/Fixed Income None Mr. Tullo has served in various
Trader executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Robert A. Vogel, Jr.(19) Vice President/Senior Vice President/Senior Portfolio Mr. Vogel has served in various
Portfolio Manager Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Lori P. Wachs Vice President/Portfolio Vice President/Portfolio Manager Ms. Wachs has served in various
Manager executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
Laura A. Wagner Vice President/Investment Vice President/Investment Ms. Wagner has served in various
Accounting Accounting executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
James J. Wright Vice President/Senior Vice President/Senior Equity Mr. Wright has served in various
Equity Analyst Analyst executive capacities within Delaware
Investments
------------------------------ ----------------------------- ---------------------------------- ------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(1) Vice President of Finance, Prudential Investment Management, Inc.,
1998-2004.
(2) Senior Research Analyst, Strong Capital Management, 2000-2002.
(3) Head of Human Resources, Lincoln Life, 2001-2003.
(4) Associate General Counsel, Franklin Templeton Investments, 1998-2002.
(5) Managing Director/U.S. Active Large-Cap Value Team, Merrill Lynch,
1994-2004.
(6) Managing Director/Global Markets, Deutsche Bank, 1998-2003.
(7) Principal/Executive Vice President, Transamerica Investment Management,
LLC, 1980-2005.
(8) Principal/Portfolio Manager, Transamerica Investment Management, LLC,
1993-2005.
(9) Principal/Portfolio Manager, Transamerica Investment Management, LLC,
2000-2005.
(10) Portfolio Manager, Transamerica Investment Management, LLC, 2004-2005; Vice
President/Portfolio Manager, Goldman Sachs 1994-2004.
(11) Vice President/Municipal Bond, Advest, Inc., 1999-2002.
(12) Portfolio Manager, Transamerica Investment Management, LLC, 2000-2005.
(13) Principal/Portfolio Manager/Senior Trader, Transamerica Investment
Management, LLC, 1997-2005.
(14) Senior Research Analyst, Transamerica Investment Management, LLC,
2004-2005; Senior Analyst, Wells Capital Management, LLC 2003-2004; Senior
Analyst, Montgomery Asset Management 1996-2003.
(15) Vice President/U.S. Active Large-Cap Value Team, Merrill Lynch, 1998-2004.
(16) Director/U.S. Active Large-Cap Value Team, Merrill Lynch, 1998-2004.
(17) Principal/Portfolio Manager, Transamerica Investment Management, LLC,
1998-2005.
(18) Executive Director/Portfolio Manager, Morgan Stanley Investment Management,
1994-2003.
(19) Director/U.S. Active Large-Cap Value Team, Merrill Lynch, 1992-2004.
Item 27. Principal Underwriters.
(a)(1) Delaware Distributors, L.P. serves as principal underwriter for all
the mutual funds in the Delaware Investments Family of Funds.
(a)(2) Information with respect to each officer and partner of the
principal underwriter and the Registrant is provided below. Unless
otherwise noted, the principal business address of each officer and
partner of Delaware Distributors, L.P. is 2005 Market Street,
Philadelphia, PA 19103-7094.
---------------------------------------- ---------------------------------------------- --------------------------------------------
Name and Principal Business Address Positions and Offices with Underwriter Positions and Offices with Registrant
---------------------------------------- ---------------------------------------------- --------------------------------------------
Delaware Distributors, Inc. General Partner None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Delaware Capital Management Limited Partner None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Delaware Investment Advisers Limited Partner None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Kevin J. Lucey President/Chief Executive Officer None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Philip N. Russo Executive Vice President None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Douglas L. Anderson Senior Vice President/Operations None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Michael P. Bishof Senior Vice President/Investment Accounting Senior Vice President/Chief Financial
Officer
---------------------------------------- ---------------------------------------------- --------------------------------------------
Jeffrey M. Kellogg Senior Vice President/Senior Product None
Manager/Communications Manager
---------------------------------------- ---------------------------------------------- --------------------------------------------
Deb Landsman-Yaros Senior Vice President/Head of Retail None
Investor Services
---------------------------------------- ---------------------------------------------- --------------------------------------------
Thomas M. McConnell Senior Vice President/Senior 529 Plans None
Product Manager
---------------------------------------- ---------------------------------------------- --------------------------------------------
Carolyn McIntyre Senior Vice President/Human Resources None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Brian L. Murray, Jr. Senior Vice President/Compliance Senior Vice President/Chief Compliance
Officer
---------------------------------------- ---------------------------------------------- --------------------------------------------
David P. O'Connor Senior Vice President/Strategic Investment Senior Vice President/ General
Relationships and Initiatives/General Counsel Counsel/Chief Legal Officer/Assistant
Secretary
---------------------------------------- ---------------------------------------------- --------------------------------------------
Daniel J. Perullo Senior Vice President/Eastern Director, None
Institutional Sales
---------------------------------------- ---------------------------------------------- --------------------------------------------
Robert E. Powers Senior Vice President/Senior Domestic Sales None
Manager
---------------------------------------- ---------------------------------------------- --------------------------------------------
Richard Salus Senior Vice President/Controller/ None
Treasurer/Financial Operations Principal
---------------------------------------- ---------------------------------------------- --------------------------------------------
James L. Shields Senior Vice President/Chief Information None
Officer
---------------------------------------- ---------------------------------------------- --------------------------------------------
Trevor M. Blum Vice President/Senior Consultant None
Relationship Manager
---------------------------------------- ---------------------------------------------- --------------------------------------------
E. Zoe Bradley Vice President/Product Management Manager None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Mel Carrozza Vice President/Client Services None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Anthony G. Ciavarelli Vice President/Counsel/Assistant Secretary Vice President/Associate General
Counsel/Assistant Secretary
---------------------------------------- ---------------------------------------------- --------------------------------------------
Elisa C. Colkitt Vice President/Broker Dealer Operations & None
Service Support
---------------------------------------- ---------------------------------------------- --------------------------------------------
David F. Connor Vice President/Deputy General Vice President/Deputy General
Counsel/Assistant Secretary Counsel/Secretary
---------------------------------------- ---------------------------------------------- --------------------------------------------
Joel A. Ettinger Vice President/Taxation Vice President/Taxation
---------------------------------------- ---------------------------------------------- --------------------------------------------
Edward M. Grant Vice President/Senior Domestic Sales Manager None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Audrey Kohart Vice President/Financial Planning and None
Reporting
---------------------------------------- ---------------------------------------------- --------------------------------------------
Josephine O'Brien Vice President/RFP Group Manager None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Robinder Pal Vice President/Senior Retail None
e-Business/Production Services Manager
---------------------------------------- ---------------------------------------------- --------------------------------------------
Marlene D. Petter Vice President/Marketing Communications None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Christian Reimer Vice President/529 Plans Product Manager None
---------------------------------------- ---------------------------------------------- --------------------------------------------
Richard D. Seidel Vice President/Assistant None
Controller/Assistant Treasurer
---------------------------------------- ---------------------------------------------- --------------------------------------------
Michael T. Taggart Vice President/Facilities & Administrative None
Services
---------------------------------------- ---------------------------------------------- --------------------------------------------
Molly Thompson Vice President/Associate Product Management None
Manager
---------------------------------------- ---------------------------------------------- --------------------------------------------
Kathryn R. Williams Vice President/Senior Counsel/Assistant Vice President/Associate General
Secretary Counsel/Assistant Secretary
---------------------------------------- ---------------------------------------------- --------------------------------------------
(b)(1) Lincoln Financial Distributors, Inc. (LFD) serves as financial
intermediary wholesaler for all the mutual funds in the Delaware
Investments Family of Funds.
(b)(2) Information with respect to each officer and partner of LFD and the
Registrant is provided below. Unless otherwise noted, the principal
business address of each officer and partner of LFD is 2001 Market
Street, Philadelphia, PA 19103-7055.
-------------------------------------------- ----------------------------------------- ------------------------------------------
Name and Principal Business Address Positions and Office with LFD Positions and Offices with Registrant
-------------------------------------------- ----------------------------------------- ------------------------------------------
Westley V. Thompson President and Chief Executive Officer None
-------------------------------------------- ----------------------------------------- ------------------------------------------
David M. Kittredge Senior Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
William C. Miller Senior Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Terrance Mullen Senior Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Donald Roberson Senior Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
David L. Ahrendt(3) Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Duane L. Bernt(2) Vice President and Treasurer None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Nancy Briguglio Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Patrick J. Caulfield(1) Vice President and Chief Compliance None
Officer
-------------------------------------------- ----------------------------------------- ------------------------------------------
Daniel P. Hickey(2) Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Karina Istvan Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Rochelle Krombolz Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
William Lamoin Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Diane McCarthy Vice President, Chief Financial Officer None
and Chief Administrative Officer
-------------------------------------------- ----------------------------------------- ------------------------------------------
Henry Orvin Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
James Ryan Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Gregory Smith Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Marjorie Snelling Vice President None
-------------------------------------------- ----------------------------------------- ------------------------------------------
Marilyn K. Ondecker(3) Secretary None
-------------------------------------------- ----------------------------------------- ------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
(1) 350 Church Street, Hartford, CT 06103
(2) 1500 Market Street, Philadelphia, PA 19103
(3) 1300 Clinton Street, Fort Wayne, IN 46802
---------------------------------------------------------------------------------------------------------------------------------
(c) Not applicable.
Item 28. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31 (a)
of the Investment Company Act of 1940 and the rules under that section
are maintained in Philadelphia at 2005 Market Street, Philadelphia, PA
19103-19103.
Item 29. Management Services. None.
Item 30. Undertakings. Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement under Rule 485(b)
under the Securities Act of 1933 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia and Commonwealth of Pennsylvania on this 26th day of April,
2006.
DELAWARE GROUP LIMITED-TERM
GOVERNMENT FUNDS
By: /s/ Michael P. Bishof
Michael P. Bishof
Senior Vice President/Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature Title Date
--------------------------------------------------------------------------------
/s/ Jude T. Driscoll Chairman/President/Chief April 26, 2006
Jude T. Driscoll Executive Officer (Principal
Executive Officer) and Trustee
/s/ Thomas L. Bennett * Trustee April 26, 2006
Thomas L. Bennett
/s/ John A. Fry * Trustee April 26, 2006
John A. Fry
/s/Anthony D, Knerr * Trustee April 26, 2006
Anthony D. Knerr
/s/ Lucinda S. Landreth * Trustee April 26, 2006
Lucinda S. Landreth
/s/ Ann R. Leven * Trustee April 26, 2006
Ann R. Leven
/s/ Thomas F. Madison * Trustee April 26, 2006
Thomas F. Madison
/s/ Janet L. Yeomans * Trustee April 26, 2006
Janet L. Yeomans
/s/ J. Richard Zecher * Trustee April 26, 2006
J. Richard Zecher
/s/ Michael P. Bishof * Senior Vice President/Chief April 26, 2006
Michael P. Bishof Financial Officer (Principal
Financial Officer)
* By: /s/ Michael P. Bishof
Michael P. Bishof
as Attorney-in-Fact for
each of the persons indicated
(Pursuant to Powers of Attorney filed herewith)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBITS
TO
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEX TO EXHIBITS
Exhibit No. Exhibit
EX-99.b. Amended and Restated By-Laws (May 19, 2005)
EX-99.e.1.iii. Executed Amendment No. 1 (October 31, 2005) to Appendix A to
Second Amended and Restated Financial Intermediary
Distribution Agreement
EX-99.h.1.ii. Executed Schedule B (May 19, 2005) to Shareholder Services
Agreement
EX-99.h.2.i Executed Schedule B (May 19, 2005) to Delaware Investments
Family of Funds Fund Accounting Agreement
.
EX-99.h.2.ii. Executed Amendment No. 30 (October 31, 2005) to Schedule A to
Delaware Investments Family of Funds Fund Accounting Agreement
EX-99.h.3. Form of Distribution Expense Limitation Letter (April 24,
2006) between Delaware Distributors, L.P. and the Registrant
EX-99.h.4. Form of Investment Advisory Expense Limitation Letter (April
24, 2006) between Delaware Management Company, a series of
Delaware Management Business Trust and the Registrant
EX-99.j. Consent of Independent Registered Public Accounting Firm
(April 2006)
EX-99.m.4. Plan under Rule 12b-1 (May 15, 2003) for Class R
EX-99.n. Plan under Rule 18f-3 (October 31, 2005)
EX-99.p.1. Code of Ethics for the Delaware Investments Family of Funds
(February 2006)
EX-99.p.2. Code of Ethics for Delaware Investments (Delaware Management
Company, a series of Delaware Management Business Trust, and
Delaware Distributors, L.P.) (February 2006)
EX-99.p.3. Code of Ethics for Lincoln Financial Distributors, Inc.
(December 2005)
EX-99.q. Powers of Attorney (May 18, 2005)